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HomeMy WebLinkAboutExhibit 1-TiMFT Revised Form 2008-2009 CITY of MIAMI PROFESSIONAL SERVICES AGREEMENT WITH As Provider RELATING TO CONTRACT NO. BETWEEN THE CHILDREN'S TRUST AND City of Miami Parks and Recreation Department FOR OUT OF SCHOOL Heart of Our Parks Program THIS Professional Services Agreement ("Agreement"), is made and entered into as of , 200_ (but effective as of , 200_ being the "Effective Date"), by and between the City of Miami, a Florida municipal corporation whose address is 3500 Pan American Drive, Miami, Florida 33133 (the "Citi") and a Florida not-for-profit organization whose address is , Miami, Florida ("Provider') in relation to Contract No. , executed 2009 (the "Contract", with the City's grant acceptance Resolution No. 08-0478 adopted September 11, 2008, copies of which are attached hereto, incorporated hereby, and made a part hereof as Composite Exhibit A) dated , 200_ by and between The Children's Trust ("The Trust") and the City on behalf of the Cit�r's Parks and Recreation Department (the "Department") whose address is 444 SW 2" Avenue, 8th Floor, Miami, Florida, 33130, states the conditions and covenants for the rendering of services to children and families (hereafter referred to as "Services") for Provider to provide to the City and to The Trust, as applicable. In consideration of the mutual covenants herein, the Parties agree as follows: A. EFFECTIVE TERM AND AUTHORIZATIONS The Parties agree that the effective term of this Agreement shall be as of , 200_ through , 200_ in order to coincide with the dates of the Contract which shall be from , 200_ through , 200_, subject to funding availability from The Trust and/or from the City and subject to Provider's performance. The City Commission pursuant to Resolution No. , adopted , 200_ (a copy of which is attached hereto, incorporated hereby, and made a part hereof as Exhibit B) has ])RAFT authorized the City through the Department to enter into this Agreement with Provider. Provider's Board of pursuant to its not-for-profit corporation authorization dated (a copy of which is attached hereto, incorporated hereby, and made a part hereof as Exhibit C) has authorized Provider to enter into this Agreement with the City. B. TERMS OF RENEWAL, if applicable In the sole discretion of The Trust and/or the City, as applicable, this Agreement may be renewed twice upon the same terms and conditions by the City Manager and with the written acknowledgement of the Provider's authorized representatives. Renewal may not exceed a term equal to the term of the initial Agreement and the initial Contract, for a total maximum of three (3) years. In considering the exercise of any Agreement renewal, the City and/or The Trust, as applicable, in their respective sole discretions, will consider, but are not limited to the following: Provider meeting the performance requirements specified in this Agreement and the Contract; 2. Continued demonstrated and documented need for the services funded; 3. Program performance and fiscal compliance by the Provider that is deemed satisfactory in The Trust's and the City's respective sole discretions; and 4. The availability of funds from The Trust and/or from the City, as applicable. The Trust and the City are prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the Agreement and the Contract. 5. If applicable, The Trust in its sole discretion will initiate re -negotiation of the Contract before the contract term expires and the City in its sole discretion will initiate re -negotiation of this Agreement before the term hereof expires. C. SCOPE OF SERVICES AND MONITORING 1. Provider agrees to render services in accordance with the Scope of Services, Attachment A, to this Agreement and to the Contract. Provider shall implement the Scope of Services in Attachment A to this Agreement and to the Contract in a manner deemed satisfactory to The Trust and/or to the City, as applicable. Any modification to the Scope of Services shall not be effective until approved, in writing, by The Trust and/or the City, as applicable, and by the Provider. 2. Provider agrees that all funding provided by the City pursuant to this Agreement, and by The Trust, pursuant to the Contract will be used exclusively for Services in and for the benefit of Miami -Dade County residents. 3. Provider agrees to be monitored by The Trust or on behalf of The Trust pursuant to this Agreement in the same manner as The Trust monitors the City pursuant to the Contract. R FT - D. TOTAL FUNDING Subject to the availability of funds from the Trust and/or the City, as applicable, the maximum amount payable for Services rendered under this Agreement shall not exceed Dollars and Cents ($ ). The Parties agree that should available funding from The Trust be reduced, the amount payable under this Agreement may be proportionately reduced by the City if required at the sole option of the City, and at the sole option of The Trust regarding the Trust's contribution to funding, with a proportionate reduction in the Services. Provider agrees to adhere to the Budget and Method of Payment outlined in Attachment B to this Agreement and in the Contract. E. FISCAL MANAGEMENT 1. Double Payments Provider costs or earnings claimed under this Agreement and under the Contract may not also be claimed under another contract or grant from the City, The Trust, or, unless such claim is denied by The Trust or by the City, from any other Agency. Any claim for double payment. by Provider shall be a material breach of this Agreement resulting in a material breach of the Contract. 2. No Supplanting of Existing Public Funds The Trust funding may not be used by Provider as a substitute for existing resources or for resources that would otherwise be available for children's services, or to replace funding previously provided by local and state funding sources for the same purpose. Government agencies must certify that they have maintained their previous funding level when applying for additional funding from The Trust. A violation of this section shall be considered a material breach of this Agreement and of the Contract. 3. Use of Cost Allocation Methodology Provider attests that no other reimbursement is available or used for invoiced Services unless expressly authorized in writing by the City and/or The Trust as applicable. Provider shall develop and maintain an approved cost allocation methodology and a copy of shall be submitted to the City and The Trust, as applicable. Provider shall keep accurate and complete records of any fees collected, reimbursement, or compensation of any kind received from any client or other third party, for any Service covered by this Agreement and the Contract, and shall make all such records available to the City and/or The Trust upon request. Provider shall report such fees, reimbursement, compensation or funding to the City, for reporting to The Trust, as applicable, for such payments received which will be deducted from Provider's invoices, unless the City and/or Ur 1 The Trust, as applicable, has/have approved the retainage of any fees collected by Provider. 4. Capital Equipment Capital equipment is defined as "property" under Florida Statutes, Chapter 274, and Florida Administrative Code, Section 691-73.001, and is defined for purposes of this Agreement and the Contract as individual items with a value of $1,000 or greater which have a life expectancy of more than one year. Capital equipment purchased with City or Trust funds by Provider become assets of the City or The Trust, as applicable, are intended for City -funded programs and/or The Trust funded programs, as applicable, considered to be owned by the City or The Trust, as applicable, and must be tagged at the time of purchase as an asset of the City or The Trust, as applicable. The City or The Trust, as applicable, will work with Provider to tag the asset and to receive all information regarding the capital equipment. Provider must maintain a record of any capital equipment purchased with funds provided by the City and/or by The Trust, as applicable. When Provider is no longer funded by the City or The Trust, as applicable, the equipment will be returned to the City or The Trust, as applicable, for use by another funded program unless it is fully depreciated. Provider must initiate return of such capital equipment to the City or The Trust, as applicable. Ownership of capital equipment will be transferred to Provider and removed from the City's or The Trust's fixed asset systems, as applicable, if the capital equipment is fully depreciated and in the possession of Provider. 5. Assignments and Subcontracts Provider shall not assign this Agreement to another party. Provider shall not subcontract any Services contemplated under this Agreement and under the Contract without prior written approval of the City and/or The Trust, as applicable. Any subcontract, sub -license, assignment, or transfer in whole or part of the services to be performed under this Agreement and under the Contract without prior written approval of the City and/or The Trust, as applicable, shall be null and void. Should the City and/or The Trust, as applicable, be requested by Provider to provide prior written approval of any subcontract, such subcontract must contain language incorporating this Agreement and/or the Contract, as applicable, into its subcontract and shall require that all subcontractors providing services be governed by the terms and conditions of this Agreement and/or the Contract, as applicable. All sub -contracted providers must agree to be monitored by or on behalf of the City and The Trust in the same manner as Provider under the terms of this Agreement and the Contract. Provider shall be responsible for all services performed and all expenses incurred with this Agreement and as it relates to Provider's services and expenses for the Contract, including services provided and expenses incurred by any and all subcontractors. It is understood by Provider that neither the City nor The Trust shall be liable to a subcontractor for any expenses or liabilities incurred under J(?W F 1 any subcontract and Provider shall be solely liable under the subcontract. Provider agrees, at Provider's sole expense, to hold harmless and defend the City and The Trust against any such claims, demands or actions related to any subcontract. In no event shall the City or The Trust directly provide funds to any subcontractor. All payments to any authorized subcontractor shall be paid directly by Provider to the subcontractor. 6. Religious Purposes Organizations and their faith -based community partners shall not use funds provided under this Agreement and under the Contract to support inherently religious activities, such as religious instruction, worship, or proselytization. 7. Lobbying Provider shall not use any funds provided under this Agreement and under the Contract or any other funds provided by the City or any other funds provided by The Trust for lobbying any federal, state or local government or legislators. 8. Adverse Action or Proceeding Provider shall not utilize the funds provided under this Agreement and under the Contract or any other funds provided by the City or any other funds provided by The Trust to retain any legal counsel for any action or proceeding against the City and/or The Trust, as applicable, or any of their respective representatives, agents, employees or officials. F. INDEMNIFICATION BY PROVIDER Provider shall indemnify, defend, covenant not to sue, release, and hold harmless the City and The Trust and their respective officials, officers, employees, agents, representatives, and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the City, The Trust, or their respective officials, officers, employees, agents, representatives 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 Agreement or the Contract by the Provider or its officers, employees, agents, servants, volunteers, partners, principals, representatives, or sub -contractors, even if it is alleged that the City or The Trust or their respective officials, officers, employees, agents, representatives and/or instrumentalities were negligent. To the extent arising from a liability that is covered by the foregoing indemnification, 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 City and/or The Trust, as and where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Provider expressly understands and agrees that any insurance protection required by this Agreement and by the Contract or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless, release, defend, and not sue the City, The Trust, or their respective officials, officers, employees, representatives, or agents as herein provided. The provisions of this section on indemnification shall survive the expirations or terminations of this Agreement and of the Contract. G. COPYRIGHTS AND RIGHT TO DATA/MATERIALS Where activities supported by and funded by this Agreement are solely funded by the City and produce original writing, data, sound recordings, pictorial reproductions, drawings or other graphic representations and works of similar nature, the City has the right to use, duplicate and disclose such materials in whole or in part in any manner, for any purpose whatsoever, and to have others acting on behalf of the City to do so. If the data/materials so developed are subject to copyright, trademark or patent on behalf of City due to funding solely from the City under this Agreement, then legal title and every right, interest, claim or demand of any kind in and to any patent, trademark or copyright, or application for the same will vest in the City. If the data/materials so developed are subject to copyright, trademark or patent on behalf of The Trust due to funding solely from the Trust under this Agreement through the Contract, then legal title and every right, interest, claim or demand of any kind in and to any patent, trademark or copyright, or application for the same will vest in the Trust. The City agrees to allow the Provider, The Trust and others acting on behalf of the Provider and/or The Trust, as applicable, to have reasonable use of the same at no cost to the City, consistent with the purposes and terms of this Agreement and the Contract, as applicable, provided that such use does not compromise the validity of such respective copyrights, trademarks, or patents of the City and of The Trust, as applicable. H. OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY RIGHTS The Parties understand that this Agreement and the Contract are subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records. Accordingly to the extent permitted by Chapter 119, Florida Statutes, the City retains sole ownership of intellectual property developed under this Agreement. It is the responsibility of the City to pay all required licensing fees if intellectual property owned by other parties is incorporated into the services required under this Agreement. Such licensing should be in the exclusive name of the City. Payment for any such licensing fees or costs arising from the use of others' intellectual property rights must be made by the City from funds available under the Contract or as otherwise applicable. I. BREACH OF CONTRACT AND REMEDIES 1. Breach; Waiver " r 7- A material breach by the Provider shall have occurred under this Agreement and under the Contract if the Provider through action or omission causes any of the following: a. Fails to provide the Services outlined in the scope of services (Attachment A) within the effective term of this Agreement and the Contract; b. Ineffectively or improperly uses the City funds and The Trust funds allocated under this Agreement and the Contract; c. Utilizes the City funds and The Trust funds for local or state government programs that were previously funded by any local or state agency; d. Does not furnish the certificates of insurance required by this Agreement and the Contract or as determined by the City and/or The Trust, as applicable; e. Does not meet or satisfy the conditions of award required by this Agreement and the Contract; f. 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 requests for payment, expenditures or final expenditure reports; g. Does not submit or submits incomplete or incorrect required reports pursuant to the scope of Services in this Agreement and the Contract; h. Refuses to allow the City and/or The Trust, as applicable, access to records or refuses to allow the City and/or The Trust, as applicable, to monitor, evaluate and review the Provider's program, including required client data; i. Fails to comply with child abuse and other incident reporting requirements; j. Attempts to meet its obligations under this Agreement and the Contract through fraud, misrepresentation or material misstatement; k. Fails to correct deficiencies found during a monitoring, evaluation or review within the specified time; I. Fails to meet the terms and conditions of any obligation or repayment schedule to the City and/or The Trust, as applicable, or any of their respective agencies; m.Fails to maintain the confidentiality of client files, pursuant to Florida and federal laws; -�2A-FT n. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations in this Agreement and in the Contract; or o. Fails to comply with Background Screening, as required under this Agreement and the Contract. Waiver of breach of any provisions of this Agreement and/or the Contract, as applicable, 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 Agreement and/or the Contract, unless and as applicable. Any waiver shall be in writing signed by the authorized representatives of the parties hereto and if applicable, by authorized representative of The Trust, in accordance with Section O below. 2. Remedies If the Provider breaches this Agreement and/or the Contract, as applicable, then the City and/or The Trust, as applicable, may pursue any of the following remedies: The City and/or The Trust, as applicable, may, at their sole discretion, enter into a written performance improvement plan with the Provider to cure any breach of this Agreement and the Contract, as applicable and as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Agreement and the Contract and shall not affect or render void or voidable any other provision contained in this Agreement and/or in the Contract, any costs, and any judgments entered by a court of appropriate jurisdiction. The City and/or the Trust, as applicable, may suspend payment in whole or in part under this Agreement and/or the Contract, as applicable, 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 Agreement and the Contract. All payments to the Provider shall cease as of the notice of suspension effective date. If payments are suspended, the City and/or The Trust, as applicable, must specify in writing the actions that must be taken by the Provider as condition(s) precedent to resumption of payments and shall specify a reasonable date for compliance. The City and/or the Trust, as applicable, may also suspend any payments in whole or in part under any other contracts entered into between the City and the Provider and/or between The Trust and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such termination, including attorney's fees. The City and/or The Trust, as applicable, may terminate this Agreement and/or the Contract, as applicable, by giving written notice to the Provider of such termination and specifying the date thereof at least five (5) days before the effective date of termination. in the event of termination, The City and/or the i Trust, as applicable, may (a) request the return of all finished or unfinished documents, studies, surveys, reports prepared and secured by the Provider with City funds and/or Trust funds, as applicable, under this Agreement and the Contract; (b) seek reimbursement of City funds and Trust funds, as applicable, allocated to the Provider under this Agreement and the Contract; or (c) terminate or cancel any other contracts entered into between the City and the Provider and/or between the Trust and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such termination, including attorney's fees, The City and/or the Trust, as applicable, may seek enforcement of this Agreement and the Contract, as applicable, including but not limited to filing an action with a court of appropriate jurisdiction. The Provider shall be responsible for all direct and indirect costs associated with such enforcement, including attorney's fees, costs, and any judgments entered by a court of appropriate jurisdiction, including if applicable, all direct and indirect costs and reasonable attorneys' fees through conclusion of all appellate proceedings, including any final settlements.. J. INSURANCE REQUIREMENTS — To be reviewed by City's Risk Management Department Prior to execution of this Agreement and as a condition to execution, Provider shall provide to the City and/or The Trust, as applicable, Certificates of Insurance or, as applicable, written verification (binders) required under this section or as determined by the City's Risk Management Department and/or The Trust, as applicable. The City and the Trust shall be named as additional insured(s) on all applicable policies. As a condition of the execution of this Agreement, the City and the Trust shall not disburse any funds until the City and The Trust are provided with the necessary Certificates of Insurance or written verification (binders) and the City and/or the Trust, as applicable, has/have approved such documents. The City and The Trust, as applicable, shall have the rights to review said certificates or written verification (binders) and if applicable, reasonably require updating of types and amounts of coverages provided upon any renewal of this Agreement and the Contract. Provider will carry insurance policies in at least the amounts as the Trust's requirements indicated below: 1. Worker's Compensation Insurance for all employees and non -incorporated independent contracts and consultants of Provider as required by Florida Statutes, Chapter 440. The employer's liability portion will be $500,000/$500,000/$500,000 as a minimum. 2. Comprehensive general liability insurance in an amount not less than $500,000 combined single limit per occurrence and $1,000,000 aggregate in a policy year. Deductibles exceeding $1,000 are discouraged by the Trust; unless Provider can provide financials to support a higher deductible. The City and The Trust must be designated and shown as "Additional Insureds" with respect to this coverage. The general liability policy must contain coverage(s) for the following: a) Bodily Injury; b) Property Damage; c) No exclusions for Abuse, Molestation, or Corporal Punishment; d) No endorsement for premises only operations. 3. If applicable, Special Events Coverage, as determined by the Trust and/or the City, as applicable. The liability coverage(s) will be the same as the coverage(s) and limits required for comprehensive general liability and the Trust and the City must be shown as "Additional Insureds as Their Interests May Appear." Special Events Policies are for short term functions and are not meant to replace annual liability policies. The Special Events Coverage is for the day or days of the event and also must provide coverage(s) for the day prior to and the day following the event. 4. Automobile liability insurance coverage for all owned and/or leased vehicles of the Provider and non -owned coverage for their employees and/ or sub contractors transporting program participants. The minimum amount of coverage required is $1,000,000 combined single limit per occurrence for bodily injury and property damage. The Trust and the City must be designated and shown as "Additional Insureds as Their Interests May Appear" with respect to this coverage. Coverage can be purchases as non -owned without hired auto coverage, but rental cars cannot be used in the course of Provider's regular operations. Rental cars may be used for travel to attend conferences outside the Tri -County area. 5. Automobile liability coverage for all owned and /or leased vehicles of the Provider and non -owned coverage(s) for their employees and/or sub -contractors not transporting program participants. The minimum amount of coverage is $300,000 combined single limit per occurrence for bodily injury and property damage. The Trust and the City must be designated and shown as "Additional Insureds as Their Interests May Appear" on the certificate(s) for this coverage. Coverage may be purchased as non -owned without hired auto coverage, but rental cars cannot be used in the course of Provider's regular operations. Rental cars may be used for travel to attend conferences outside the Tri -County area. 6. If applicable, Professional Liability insurance, as determined by the City and/or the Trust, with coverage amounts determined by the City and/or the Trust, as Jf-4FT applicable, but with limits not less than $250,000 per occurrence/claim and in the aggregate. Defense costs may be inside the limited of liability and the policy may be written on claims made form. The City and the Trust must be designated as an "Additional Insured As Their Interests May Appear" for this coverage. 7. If applicable, Proof of Property Coverage is required when the Provider has capital equipment paid for by the Trust and/or the City, as the case may be, and such capital equipment is under the care, custody, and control of the Provider. The Trust and the City must be shown on the evidence/certificate of property coverage(s) as "Loss Payees as Their Interests May Appear". 8. Such other types and amounts of coverage(s) as may be determined during the initial term and upon renewals, if any, by the City's Risk Management Department. 9. All insurance required hereunder may be maintained by Provider pursuant to a master or blanket policy or policies of insurance. Certificate holders must read: City of Miami, Attention: Risk Manaq�ement Department 444 S.W. 2"d Avenue, 9t Floor Miami, Florida 33130 and The Children's Trust 3150 SW 3rd Avenue, 8th Floor Miami, Florida 33129 Classification and Rating All 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 the 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 City's Risk Management Department and/or The Trust's Risk Management Division, as applicable, or the company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida" issued by the State of Florida Department of Insurance and be a member of the Florida Guaranty Fund. The Provider shall notify the City and The Trust, in writing, of any and all changes in insurance coverage(s), including, but not limited, to any renewals of existing insurance policies, not later than thirty (30) days prior to the effective date except for ten (10) days for lack of payment. DRAF-r Upon review of and in the event of any change in the Provider's Scope of Services, Attachment A, the City and/or The Trust, as applicable, may increase, waive or modify, in writing any of the foregoing insurance requirements. Any request by a Provider in writing to decrease, waive or modify any of the foregoing insurance requirements shall be considered by the City and/or The Trust, as applicable in their respective sole discretions, and if any such decrease, waiver or modification is approved, such approval shall be made by the City and/or the Trust, as applicable, in writing, prior to any such decrease, waiver or modification of insurance requirements occurring. In the event that an insurance policy is canceled during the effective period of this Agreement and the Contract, the City and/or The Trust, as applicable, shall withhold all payments from the Provider until a new Certificate of Insurance is submitted and approved by the City and/or The Trust, as applicable. The new insurance policy shall cover the time period commencing from the date of cancellation of the prior insurance policy. The City and/or The Trust, as applicable, may require the Provider to furnish additional and different types of insurance coverage(s) and amounts, or both, as may be required from time to time under applicable federal or state laws. Provision of insurance by Provider, in no instance, shall be deemed to be a release, limitation, or waiver of any claim, cause of action or assessment that the City and/or The Trust, as applicable, may have against the Provider for any liability of any nature related to performance under this Agreement, the Contract or otherwise. Provider's evidence of required insurance coverages is attached hereto, incorporated hereby and made a part hereof as Exhibit D. K. PROOF OF TAX STATUS Provider is required to keep on file the following documentation for review by the City and The Trust. - The Internal Revenue Service (I.R.S.) tax status determination letter; - The most recent (three (3) years) I.R.S. form 990 or applicable tax return filing within six (6) months after the Provider's fiscal year end or other appropriate annual fiscal filing period permitted by law; - If required by applicable law to be filed by the Provider, IRS 941 - quarterly federal tax return reports within thirty-five (35) calendar days after the quarter ends and if the 941 reflects a tax liability, proof of payment must be submitted within sixty (60) calendar days after the quarter ends. L. NOTICES All notices pursuant to this Agreement and the Contract shall be in writing and sent by certified mail, return receipt requested, to the addresses for each Party appearing on ►�M page one of this Agreement and the Contract. In the case of the City, notices shall be marked to the attention of its City Manager and City Attorney. In the case of the Trust, notices shall be marked to the attention of its President and Chief Executive Officer. In the case of Provider, notices shall be marked to the attention of its It is Provider's responsibility to advise the City and The Trust in writing of any changes in Provider's contact names, addresses and/or telephone numbers. M. AUTONOMY Both Parties agree that this Agreement and the Contract recognize the autonomy of, and stipulates or implies no affiliation between, the contracting parties. It is expressly understood and intended that Provider is only a recipient of funding support and is not an agent or instrumentality of the City or of The Trust, and that Provider's agents and employees are not agents or employees of the City or of The Trust. N. RECORDS, REPORTS, AUDITS AND MONITORING 1. Accounting records Provider shall keep accounting records which conform to generally accepted accounting principles. All such records will be retained by Provider for not less than five (5) years beyond the last date that all applicable terms of this Agreement and the Contract have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. However, if any audit, claim, litigation, negotiation or other action involving this Agreement, the Contract or any Modification hereto or thereto has commenced before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it or until the end of the regular retention period, which ever is later. 2. Financial audit Within one hundred and eighty (180) days of the close of its fiscal year, Provider agrees to submit to the City and The Trust an Annual Financial Audit performed by an independent audit firm of all its corporate activities and any accompanying management letter(s) or report(s) on other matters related to internal control, for each year during which this Agreement and any renewals hereof, and/or the Contract and any renewals thereof, remain in force and until all funds expended from this Agreement and/or the Contract, as applicable, have been audited. This audit shall be conducted in accordance with auditing standards generally accepted in the United States of America and standards contained in the Government Auditing Standards issued by the Comptroller General of the United States. The fiscal audit must also be conducted consistent with the United States Office of Management and Budget Circular A-133, Audit of States, Local Government and Non -Profit Organizations and the Florida Single Audit Act, Florida Statutes 215.97, if applicable. If Provider receives a combined total or $300,000 or more from the Trust and/or from 190-1- the 90-1 the City, from this Agreement or any other City agreement, and/or from the Contract or any other Trust contract, related to the fiscal year under audit, the Provider agrees to have a program -specific audit relating to the City's agreements and/or the Trust's contracts as applicable, in addition to the annual financial audit of the Provider's entire organization. This program -specific audit is to encompass an audit of the City's agreement amounts and/or the Trust's contract amounts, as applicable, and requires: • Submission of: (a) schedule of total expenditures reflecting expenditures during the audit period for each City Agreement and/or Trust contract, each by agreement/contract number, (b) summary of schedule of prior audit findings, (c) disclosure of any significant finding(s) related to the City agreements and/or Trust contracts, (d) disclosure of all questioned costs and liabilities due to the City and/or the Trust, as applicable, with reference to the agreement/contract number(s) involved, and (e) a recommendation for a corrective action plan on any finding; and • Report whether the schedule of expenditure(s0 is fairly stated; and • Provide notes to the schedule of expenditures that describe the significant accounting policies used in preparing the schedule; and • Report whether contractual matching requirements were met, if applicable; and • Report whether the Provider has internal controls in place to provide reasonable assurance of compliance with the City's and the Trust's applicable agreement/contractual requirements and on the reliability of financial operations; describe such internal controls and financial operations. The format of such report is provided in Attachment D. A provider that does not meet the program -specific audit threshold requirement of a combined total of $300,000 or more from the City and/or from the Trust, as applicable, in the fiscal year being audited will be exempt from the program -specific audit requirement in the fiscal year that the audit threshold is not met, but will still be - required to fulfill all other audit requirements to the City and/or the Trust, as applicable. For Providers that are required to have a single audit conducted under the Office of Management and Budget Circular A-133, Audit of States, Local Government and Non -Profit Organizations and the Florida Single Audit Act, Florida Statutes 215.97, Provider agrees that it must also submit the schedule of expenditures pertaining to awards, summary schedule of prior audit findings, applicable auditor's reports and the corrective action plan when the schedule of findings and questioned costs prepared by the independent auditor discloses audit findings. In the event that the independent auditor does not disclose audit findings relating to this Agreement and the Contract, Provider shall provide written notification to the City and The Trust that an audit of Provider was conducted in accordance with applicable laws and regulations and that the findings and questioned costs disclosed no audit findings related to this Agreement and the Contract; and, that the summary schedule of prior audit findings did not report on the status of any audit findings relating to awards that the City and/or The Trust provided. Audit extensions may be granted in writing by the City and The Trust after proper approval has been obtained from the City's Finance Department and The Trust's Finance Department, upon receipt in writing of such request with appropriate justification by the Provider. 3. Access to records The City and The Trust reserve the rights to require Provider to submit to an audit by an auditor of The Trust's choosing at The Trust's expense. Provider shall provide access to all of its records which relate to this Agreement and the Contract at its place of business during regular business hours. Provider agrees to provide such assistance as may be necessary to facilitate their review or audit by The Trust and the City, as applicable, to insure compliance with applicable accounting and financial standards, including access by the City, The Trust or their designees, to Provider's independent auditor's working papers for complying with federal, state or local requirements. 4. Monitoring Provider agrees to permit the City's and/or The Trust's personnel or contracted agents to perform random scheduled and/or unscheduled monitoring, reviews and evaluations of the program which is the subject of this Agreement and/or the Contract, as applicable, including any subcontracts under this Agreement and/or the Contract, using The Trust approved monitoring tools. The City and/or the Trust shall monitor both fiscal/administrative and programmatic compliance with all the terms and conditions of this Agreement and, as applicable, in relation to the Contract. Provider shall permit the City and The Trust, as applicable, to conduct site visits, client interviews, client assessment surveys, fiscal/administrative review and other techniques deemed reasonably necessary in the City's and The Trust's sole discretion to fulfill the monitoring function. A report of the City's and/or The Trust's findings, as applicable, will be delivered to Provider and Provider will rectify all deficiencies cited within the period of time specified in the report. 5. Client Records Pursuant to Florida Statute 119.07(5), the Trust collects the social security numbers of child participants of funded programs and services for the following purposes: (a) to research, track and measure the impact of the Trust's funded programs and services in an effort to maintain and to improve such programs and services for the future (individual identifying information will not be disclosed); (b) to identify and to match individuals and data witin and among ,NW— T' the various systems and other agencies for research purposes. The Trust does not collect social security numbers for adult participants. Provider shall maintain a separate file for each child/family served. This file shall include all pertinent information regarding program enrollment and participation. At a minimum, the file will contain enrollment information (including parent registration consents and child demographics), service plans, outcome measures (as set forth in Attachment A), and notes documenting referrals, special needs, or incident reports. These files shall be subject to the audit and inspection requirements under this Agreement and the Contract, subject to applicable confidentiality requirements. All such records will be retained by the Provider for not less than five (5) calendar years after the participant is no longer enrolled. Provider agrees to comply with all applicable state and federal laws on privacy and confidentiality. 6. Internal Documentation Provider agrees to maintain and provide for inspection to the City and/or The Trust, as applicable, during regular business hours the following as may be applicable, subject to applicable confidentiality requirements: (1) personnel files of employees which include hiring records, background screening results, job descriptions, and evaluation procedures; (2) authorized time sheets, records, and attendance sheets to document the staff time billed to provide Services pursuant to this Agreement and the Contract; (3) daily activity logs and monthly calendars of the provision of Services pursuant to this Agreement and the Contract; (4) training modules; (5) pre and post session questionnaires; (6) participant consent and information release forms; (7) agency policies and procedures; and (8) such other information related to Services provision as described in Attachment A; all upon request by the City and/or The Trust, as applicable. Provider shall retain all records for not less than five (5) years beyond the last date that all applicable terms of this Agreement and/or the Contract, as applicable, have been complied with and final payment has been received, and appropriate audits have been submitted to and accepted by the appropriate party. 7. Confidentiality Provider and the City under this Agreement, and the City and The Trust under the Contract, understand that during the course of performing the Services hereunder and under the Contract, each party may have access to certain confidential and proprietary information and materials of the other party in order to further performance of the Services. The Parties shall protect confidential information and comply with applicable federal and state laws on confidentiality to prevent unauthorized use, dissemination or publication of confidential information as each party uses to protect its own confidential information in a like manner. The Parties shall not disclose the confidential information to any third party, or to any employee or Provider who does not have a need to know such information, which need is related to performance of a responsibility hereunder. However, this Agreement and the Contract impose no obligation upon the Parties with respect to confidential � information which (a) was lawfully known to the receiving party before receipt from the other, (b) is or becomes a matter of public knowledge through no fault of the receiving party, (c ) is rightfully received by the receiving party from a third party without restriction on disclosure, (d) is independently developed by or for that party, (e) is disclosed under operation of law, (f) is disclosed by the receiving party with the other party's prior written approval, or (g) is subject to Chapter 119 of the Florida Statutes or is otherwise required to be disclosed by law. The confidentiality provision of this Agreement and the Contract shall remain in full force and effect after the termination of this Agreement and the Contract. 8. Security Obligation Provider shall maintain an appropriate level of data security for the information Provider is collecting or using in the performance of this Agreement and the Contract. This includes, but is not limited to, approving and tracking all Provider employees who request system or information access and ensuring that user access has been removed from all terminated employees of Provider. O. AMENDMENTS, MODIFICATIONS, ALTERATIONS, VARIATIONS, EXTENSIONS, OR WAIVERS Any alterations, variations, modifications, amendments, extensions or waivers of provisions of this Agreement and/or of the 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 originals of this Agreement and the Contract. Provider's is authorized to make any alterations, variations, modifications, amendments, extensions, or waivers of provisions of this Agreement, including but not limited to amount payable and effective term or renewals thereof, on behalf of Provider. The City Manager is authorized on behalf of the City to make any alterations, variations, modifications, amendments, extensions, or waivers of provisions of this Agreement so long as such alterations, variations, modifications, amendments, extensions or waivers: 1.(a) do not exceed the original "not to exceed amount" payable per agreement term and the same "not to exceed amount" payable per any renewal term hereof, and (b) do not exceed the total of the original effective term period plus all permitted renewals thereof, both as previously authorized by City Commission Resolution No. adopted , 200_; and 2. such "not to exceed amount" per annual period and any renewal(s) thereof are provided for (as, if and when applicable) in the City's authorized budget for the applicable fiscal period(s) covering such time period(s). 10A F? Should the parties determine to increase (i) the "not to exceed amount" per annual period, and/or (ii) the total time period of the original effective term and any renewals thereof, then such increase(s) shall require authorization by the City Commission. P. GOVERNING LAW & VENUE This Agreement and the Contract shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without regard to its conflicts of laws provisions. Any controversies or legal problems arising out of the terms of this Agreement and the Contract and any action involving the enforcement or interpretation of any rights hereunder and/or thereunder shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida. Q. EMPLOYEE BACKGROUND SCREENING In accordance with Sections 943.0542, 984.01(2) (a), 985.01(2) (a), Chapters 435, 402 and 39.001, Florida Statutes, only employees, volunteers and subcontracted personnel who work in direct contact with children or who com into direct contact with children must complete a satisfactory Level 2 background screening. Level 2 Background screenings must be completed through the Florida Department of Law Enforcement (FDLE), VECHS Program. Satisfactory background screening documentation will be accepted for those agencies that already conduct business with either the Department of Children and Families (DCF) or the Department of Juvenile Justice (DJJ) or the Miami Dade Public School System (MDPS). A clearance letter from MDPS Office of Employment Standards indicating that the person has successfully completed a Level 2 screening will be accepted. In addition, an Attestation of Good Moral Character must be completed annually for each employee, volunteer and subcontracted personnel who work in direct contact with children. Per Florida Statue 1012.465, providers employing current School Board employees in possession of a valid School Board ID Badge and updated Level 2 Screening must complete a verification form. Non -School Board employees are required to obtain a Level 2 Screening and a School Board ID Badge before access to school campuses is granted, in the event access to school campuses is incorporated in the Services under this Agreement and/or the Contract. Provider shall retain all records demonstrating compliance with the background screening required herein for not less than five (5) years beyond the last date that all applicable terms of this Agreement and the Contract have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. The Provider shall re -screen each employee, volunteer and/or subcontractor every five (5) years. R. CHILDREN WITH DISABILITIES AND THEIR FAMILIES beffp 1 Provider understands that the City and The Trust expect Provider to meet the federal standards under the Americans with Disabilities Act. By policy of The Trust, providers must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. Notwithstanding anything to the contrary, the Provider shall not be required to make any alteration to any public school building, City building, or other building or structure which is not owned by the Provider. S. REGULATORY COMPLIANCE 1. Non-discrimination and Civil Rights Provider shall not discriminate against an employee, volunteer, or client of the Provider on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, religion, ancestry, national origin, disability, or age, except that programs may target services for specific target groups as may be defined in the competitive solicitation. Provider shall demonstrate that it has standards, policies, and practices necessary to render services in a manner that respects the worth of the individual and protects and preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation, ages, and ethnic backgrounds. Provider agrees to abide by Chapter 11A of the Code of Miami -Dade County ("County Code"), 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. Section 2000d, as amended, which prohibits discrimination in employment because of age; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which prohibits discrimination on the basis of disability; and the Americans with Disabilities Act, 42 U.S.C. § 12103 et seq., which prohibits discrimination in employment and public accommodations because of disability. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, the City and/or The Trust, as applicable, shall have the right to terminate all or any portion of this Agreement and the Contract. If Provider or any owner, subsidiary, or other firm affiliated with or related to Provider, is found by the responsible enforcement agency or the courts to be in violation of these laws, said violation will be a material breach of this Agreement and the Contract, and the City and/or The Trust, as applicable, may determine not to conduct any further business with Provider. 2. Public Entities Crime Act Provider will not violate the Public Entities Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a Provider, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to The Trust, may not submit a bid on a contract with The Trust for the construction or repair of a public building or public work, may not submit bids on leases of real property to The Trust, may not be awarded or perform work as a Provider supplier, sub Provider, or consultant under any related contract with or funded by The Trust, and may not transact any business with The Trust in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in cancellation of this Agreement and the related Contract and recovery of all monies paid hereto and thereto, and may result in debarment from The Trust's and the City's respective competitive procurement activities. 3. Conflict of Interest Provider represents that the execution of this Agreement in relation to the Contract does not violate Miami -Dade County's Conflict of Interest Policy and Code of Ethics Ordinance, www.miamidade.gov/ethics/library/Ethics-Brochure- 2005.pdf and State of Florida, Code of Ethics, (§112.311, Florida Statutes), or the City Code, all as amended from time to time, which are incorporated herein by reference as if fully set forth herein. Provider agrees to abide by and be governed by these conflict of interest provisions throughout the course of this Agreement and the related Contract and in connection with its obligations hereunder and thereunder. 4. Compliance with Sarbanes-Oxley Provider shall comply with the following provisions of the Sarbanes-Oxley Act (SOX): • Provider agrees not to alter, cover up, falsify, or destroy any document that may be relevant to an official investigation. • Provider agrees not to punish whistleblowers or retaliate against any employee who reports suspected cases of fraud or abuse. 5. Licensing The Provider shall obtain and maintain in full force and effect during the term of this Agreement and the Contract any and all licenses, certifications, approvals, insurance, permits and accreditations, required by the State of Florida, Miami - Dade County, the City, The Trust, or the federal government. 6. Proof of Policies -U69-FT Provider shall keep on file copies of its policies on non-discrimination, equal opportunity and/or affirmative action, Americans with Disabilities Act, and drug- free workplace. 7. Incident Reporting Provider shall immediately report knowledge or reasonable suspicion of abuse, neglect, or abandonment of a child, aged person, or disabled adult to the Florida Abuse Hotline on the statewide toll-free telephone number (1 -800 -96 -ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both the Provider and its employees. Provider shall complete an incident report in the event of any serious bodily injury to anyone within the scope of this Agreement and the Contract or arising out of the performance of this Agreement and the Contract. Provider shall provide written notification of the incident together with a copy of the incident report to the City and The Trust within three (3) working days. Provider shall provide written notification to the City and The Trust, within seven (7) days, if any legal action is filed as a result of such an injury. 8. Sexual Harassment Provider shall complete an incident report in the event a client or employee makes an allegation of sexual harassment, sexual misconduct or sexual assault by a Provider employee and the Provider has knowledge thereof. Provider shall provide written notification to the City and The Trust within three (3) working days if such an allegation is made. Provider shall provide written notification to the City and The Trust, within seven (7) days, if any legal action is filed as a result of such an alleged incident. T. CONSENT Demographic and service information on program participants will be provided to the City and The Trust as part of the Trust's research mission. Provider will ask participants to sign a voluntary Consent to Photograph and for Communications. The form is available in English, Spanish, and Creole and must be downloaded from www.thechildrenstrust.org. All signed Consent forms will be submitted to the Program Coordinator, with a copy filed in the participant's record. Any refusal of consent must be properly documented and signed by the parent or legal guardian on the Consent form. Provider will exercise its best efforts to ensure that each program participant's contact information is current and updated upon exiting the program. U. PROGRAMMATIC DATA REPORTING Provider agrees to comply and participate in any data collection reporting, including participant data as required by the City and The Trust and described in Attachment C to this Agreement and the Contract, Programmatic Data Reporting Requirements, ,.bR*-FT subject to confidentiality requirements. In addition, Provider agrees to furnish to the City and The Trust with quarterly program narrative reports in the format to be reasonably specified by The Trust. V. PUBLICITY Provider agrees that events funded by this Agreement and the Contract shall recognize the City and The Trust as funding sources. Provider shall ensure that all publicity, public relations, advertisements and signs recognize the City and The Trust for the support of all contracted activities. The use of the official The Trust logo is permissible. The use of information and logos of the City by Provider shall be determined by the Department Director. Provider shall use its best efforts to ensure that all media representatives, when inquiring about the activities funded by this Agreement and the Contract, are informed that the City and The Trust are its funding sources. Provider shall distribute a press release announcing that it has been awarded funding by The Children's Trust through the City or funding by the City, as applicable. Provider shall, if it possesses the appropriate technology, provide a link between the website and The Trust's website and, if applicable, the City's website. W. PUBLICATIONS Provider agrees to supply to each of the City and The Trust, without charge, up to three (3) copies of any publication developed in connection with implementation of programs addressed by this Agreement and the Contract. Such publications will state that the program is supported with funding by The Trust through the City or by the City, as applicable. Provider agrees that the City and The Trust will have unlimited use of copyrighted materials developed under this Agreement and the Contract to the extent Provider has the rights to use the materials and subject to the provisions of Paragraphs G and H above. To the extent permitted by the applicable journal or other publication source, Provider shall include The Children's Trust logo and the following paragraph in all materials featuring programs funded by The Children's Trust, including but not limited to newsletters, press releases, brochures, fliers, homepage of websites or any other materials for dissemination to the media or general public: English: The Heart of Our Parks Program of the City of Miami Parks and Recreation Department is funded by The Children's Trust. The Trust is a dedicated source of revenue established by voter referendum to improve the lives of children and families in Miami - Dade County. Spanish: The Heart of Our Parks Program of the City of Miami Parks and Recreation Department esta financiado por EI Fidecomiso de los Ninos (The Children's Trust). El Fidecomiso de 2AA F7' los Ninos es una fuente de financiacion, creada por los votantes en referendum para mejorar las vidas de los ninos y las familias de el Condado de Miami -Dade. Kreyol: The Heart of Our Parks Program of the City of Miami Parks and Recreation Department finanse pa "The Children's Trust". Trust la, ce yon sous lajan ke gouvenman amerikin vote an referandom you ke' li investi bien nan pwogram kap ameliore la Vi Ti Moun ak fanmi yo nan Miami Dade. X. 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 Agreement and the 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. Y. TOTALITY OF CONTRACT/SEVERABILITY OF PROVISIONS This Agreement with its attachments as referenced below contains all the terms and conditions agreed upon by the parties: Attachment A: Attachment B: Attachment C: Attachment D: Attachment E: Exhibit A: Exhibit B: Exhibit C: Exhibit D: Scope of Services Budget & Method of Payment Reporting Requirements Financial Audit and Financial Report Requirements Performance Improvement Plan, if applicable The Contract between the City and the Trust The City's authorizing Resolution No. Provider's not-for-profit corporation authorization and consent to the Contract Provider's Evidence of Insurance Coverages No other contract, oral or otherwise, regarding the subject matter of this Agreement and the Contract shall be deemed to exist or bind any of the parties hereto. If any provision of this Agreement and/or the Contract is held invalid or void, the remainder of this Agreement and/or the Contract, as applicable, shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. Z. CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days written notice. AA. FORCE MAJEURE A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. BB. CITY NOT LIABLE FOR DELAYS Provider hereby understands and agrees that in no event shall the City be liable for, or responsible to Provider or any subconsultant or subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. CC. SURVIVAL All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. DD. AGREEMENT NUMBER(S) This Agreement is assigned as City Agreement and relates to Children's Trust Contract No. EE. COUNTERPARTS 2)bqFT- This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. In Witness Hereof, the parties have entered into this Agreement as of the date set forth above. City of Miami, A Florida municipal corporation By: Pedro G. Hernandez, City Manager Date: Attest: Priscilla A. Thompson, City Clerk Date: Approved by Parks & Recreation Department By: Ernest Burkeen, Director Approved as to Form and Correctness: By: Julie O. Bru, City Attorney Approved as to Insurance Requirements: By: LeeAnn Brehm, Risk Management Director Provider: , a Florida Not -for -Profit Corporation Attest: By: Name: Title: _ Date: By: Name: Title: _ Date: This Agreement is not valid until signed by both parties FT ATTACHMENT A SCOPE OF SERVICES — Out of School Heart of Our Parks Program CITY OF MIAMI DEPARTMENT OF PARKS AND RECREATION (Being updated by Department and Trust and Provider; to be completed upon document execution) The Children's Trust Contract No: City of Miami Agreement No. Agency Name: City of Miami: Department of Parks and Recreation Provider Name: Program Name: Out of School Heart of Our Parks Funding Amount from City to Provider: $ 1. Program Summary: Revised PSA Form with highlights 26 ATTACHMENT B 1)" -FT FISCAL REQUIREMENTS, BUDGET & METHOD OF PAYMENT (Being updated by Department and Trust and Provider; to be completed upon document execution) Advance payment requests The Trust offers advance payments up to fifteen percent (15%) of the total contract amount. Advance requests shall be limited to governmental entities and not-for-profit corporations, in accordance with subsection 216.181 (16) (b), F.S. The advance request is to include the amount requested and the justification. Advance payment requests must be submitted using the designated form and must be approved in writing by The Trust's Contract Manager and Chief Financial Officer or their designee(s) and by the City's Director of the Department of Parks & Recreation. Advanced funds if not used shall be invested by the Provider in an insured interest bearing account, in accordance with subsection 216.181 (16) (b), F.S. Interest earned on advanced funds shall be returned to the City for The Trust on a quarterly basis or applied against the amount of the contract owed by The Trust to the City. Advance payment Within sixty (60) calendar days of receipt of an advance, Provider shall report the actual expenditures paid by or charged to the advanced funds using the reporting "invoice" form provided by The Trust. If the "invoice" amount is less than the amount advanced, The Trust will deduct the difference from the next applicable monthly payment request. Provider may request, in writing, an extension of the repayment of the advance. A fiscal need must be clearly demonstrated and substantiated by the Provider in order for an extension request to be considered by The Trust and the City. Budget revisions Budget revision(s) require prior written approval from the Contract Manager and The Trust's Chief Financial Officer or their designee(s) and by the City's Director of the Department of Parks and Recreation. Request for budget revisions must be submitted to the Contract Manager and to the City's Director of the Department of Parks and Recreation using the appropriate form, as determined by The Trust. The Provider must request a budget revision to add, delete, and/or modify any line item(s). Budget revisions can not exceed the contracted amount. Budget revisions will be incorporated into this Agreement and the Contract. Indirect Administrative Costs Revised PSA Form with highlights 27 ,b"rrT In no event shall The Trust fund indirect administrative costs in excess of ten (10%) percent of the total contract award. Cost Reimbursement Method of Payment The parties agree that this is a cost reimbursement method of payment contract; the Provider shall be paid in accordance with the approved budget and/or approved budget revision as set forth in this Attachment. Invoice Requirements The Provider shall submit an original request for payment, in the format prescribed by The Trust and in accordance with tl�e approved budget or approved budget revision. The request for payment is due on or before the fifteenth (15) day of the month following the month in which expenditures were incurred (exclusive of legal holidays or weekends). The City and the Trust agree to reimburse Provider on a monthly billing basis. The City and the Trust reserve the right to request any supporting documentation. A final request for payment (last payment) from the Provider will be accepted by the City and the Trust up to forty-five (45) days after the expiration of this Agreement and the Contract. If Provider fails to comply, all rights to payment shall be forfeited. If the City or The Trust, as applicable, determines that Provider has been paid funds not in accordance with this Agreement and/or the Contract, and to which it is not entitled, Provider shall return such funds to the City and/ or The Trust, as applicable, or submit appropriate documentation to support the payment. The Trust shall have the sole discretion in determining if Provider is entitled to Trust funds and The Trust's decision on this matter shall be binding in accordance with the Contract as it relates to this Agreement. The City shall have the sole discretion in determining if Provider is entitled to City funds and the City's decision on this matter shall be binding in accordance with this Agreement if no funds are received from the Trust through the Contract. If the Provider fails to serve the number of participants and/or fails to utilize the funds in accordance with the Contract as it relates to this Agreement, The Trust may amend the Contract to reduce the amount of dollars and the City may amend this Agreement correspondingly to reduce the amount of dollars. Any delay in amendment by The Trust or by the City is not deemed a waiver of The Trust's right or of the City's right to amend or seek reimbursement for under - serving participants in accordance with this Agreement and the Contract. In order for a request for payment to be deemed proper as defined by the Florida Prompt Payment Act, all requests for payment must comply with the requirements set forth in this Agreement and in the Contract and must be submitted on the forms as prescribed by The Trust and/or the City, as applicable. Requests for payment and/or documentation returned to Provider for corrections may be cause for delay in receipt of payment. Late submission may result in delay in receipt of payment. The Trust shall pay Provider within thirty (30) Revised PSA Form with highlights 28 -WF1 calendar days of receipt of Provider's properly submitted Request for Payment and/or other required documentation for funds being reimbursed through the Trust. Under the Florida Prompt Payment Act, the City shall within forty-five (45) calendar days of receipt of Provider's properly submitted Request for Payment and all other required documentation for reimbursement solely from City funds. In the event that Provider, its independent auditor, the City, or The Trust discovers that an overpayment has been made, Provider shall repay said overpayment within thirty (30) calendar days without prior notification from the City or The Trust. The Trust shall retain any payments due from the Trust from Trust funds until all required reports or deliverables are submitted by Provider and accepted by The Trust. The City shall retain any payments due from the City soley from City funds until all required reports or deliverables are submitted by Provider and accepted by the City. Supporting Documentation Requirements Provider shall keep accurate and complete records of any fees collected, reimbursements, or compensation of any kind received from any client or other third party, for an Service(s) covered by this Agreement and/or the Contract, and shall make all such records available to the City and/or the Trust, as applicable, upon request. The Provider shall maintain records documenting actual expenditures and services provided according to the approved budget and scope of services as required. Revised PSA Form with highlights 29 ATTACHMENT B - Continued Parks to Attach Actual Budget Updates THIS SPACE IS LEFT BLANK INTENTIONALLY FOR DOCUMENT COMPLETION UPON RECEIPT OF TRUST CONTRACT OR OTHER APPLICABLE BUDGET UPDATES Revised PSA Form with Highlights 30 be- fl�_T Attachment C Programmatic Data Reporting Requirements Contract No. Agency name: City of Miami Parks and Recreations Provider's name: Program name: Heart of Our Parks (Being updated by Department and Trust and Provider; to be completed upon document execution) The Provider shall submit to The City of Miami ("City') The Children's Trust ("Trust") individual participant demographics, attendance, additional output information, and outcome data, as applicable and as noted in the Scope of Service (Attachment A). Reporting will include direct submission of information into the electronic web -based reporting application (Data Tracker), as well as standard paper reports, as noted below. DEMOGRAPHICS ATTENDANCE ORAL READING FLUENCY TEST & OTHER OUTPUTS, AS APPLICABLE (electronic reporting in Data Tracker; requires attendance at training and user login) If applicable, scores for the Oral Reading Fluency test and any other required assessment shall be entered in Data Tracker by the fifteenth (15th) day of the month following the end of the month in which the tests were administered, exclusive of legal holidays and weekends. Programs/Activies with 3 or more contacts with the same participant children and /or parents will enter: • Participant Demographics (including all the items noted below), shall be entered within seven (7) days of entry into the program/activity. All participant demographics shall be updated on an ongoing basis if and when new information is collected. • Participant Attendance shall be entered by the fifteenth (15th) day of the month following the end of each month, exclusive of legal holidays or weekends. Demographics required for participants with 3 or more contacts: • Is participant a parent? (yes/no) • Name (last, first, middle initial) • Parent's name (last, first, middle initial) • Street Address, City, and Zip Code • Gender (male, female) Revised PSA Form with highlights 31 • Date of Birth 1"Fi • Race (American Indian/Alaska Native, Asian, Black/African American, Pacific Islander, White, Other) • Ethnicity (Hispanic, Haitian, Other) • English proficiency (yes/no) • Additional/Other Languages spoken (English, Spanish, Haitian Creole, Other) • Child's Social Security # (n/a for adult participants) • Child's Miami -Dade County Public Schools ID Number (n/a for adult participants) • Child's Current Grade Level (n/a for adult participants) • Child's Current School (n/a for adult participants) • Health Insurance (yes/no) • Does child have a disability? (yes/no) • Documentation of disability (Individualized Family Service Plan, Individualized Education Plan, Section 504 Plan, Medical diagnosis, Other) • If disabled, what type? {Autism Spectrum Disorders, Chronic Medical Condition, Developmental Delay, Emotional and/or Behavioral Disorder, Hearing Impairment (or deaf), Intellectual Disability (or mental retardation), Learning Disability, Physical Disability, Speech/Language Impairment, Visual Impairment (or blind), Other) • Is participant involved with (Optional Field): -Dependency system (e.g., DCF, Our Kids, full case management agencies, dependency & family courts) -Delinquency system (e.g., DJJ, Juvenile Services Department, Diversion/Civil Citation programs) • Voluntary Consent Responses (Photography Y/N, Mailing List Y/N, Communication Y/N, and Release & Waiver Y/N) OUTCOMES & NARRATIVE REPORTS (Paper Reporting - Excel and Word Documents) • Outcomes Measurement and Results (Excel spreadsheet reports customized for each program/provider, based on current contract Scope of Service)—due quarterly. Quarterly Program Narrative Report (using standard Word document format provided by The Trust) captures a BRIEF report of successes, challenges and supports needed --due quarterly by the 15th of the month following the end of the quarter. In addition, volunteer hours, number of accidents, and incidents will be reported. The Provider shall create and/or update annually their agency and program Revised PSA Form with highlights 32 SFT profiles in the Community Resource Directory maintained by Switchboard of Miami to facilitate referrals to Trust -funded services. Evidence that the profile(s) have been created or updated must be provided to the Trust's Contract Manager and the City's Director of the Department of Parks and Recreation within thirty (30) days of execution of this Agreement. Out of School Reporting Due Dates To be provided/completed by Department and Trust upon document execution j Revised PSA Form with highlights 33 :b -O FT Attachment D Financial Audit and Financial Report Requirements The auditor's report(s) as to the program specific audit shall state that the adit was conducted in accordance with the program specific audit requirements listed in this Agreement and the Contract and shall include, but not be limited to, the following: *An opinion (or disclaimer of opinion) as to whether the financial statement(s) of the Provider is/are presented fairly in all material respects in conformity with the stated account policies; and *An opinion (or disclaimer of opinion) as to whether the schedule of expenditures is/are presented fairly in all material respects in conformity with the stated accounting policies; and *A report on internal control(s) related to this Agreement and the Contract, which shall describe the scope of testing of internal control(s) and the results of the tests; and *A report on compliance which includes an opinion (or disclaimer of opinion) as to whether the auditee complied laws, regulations, and the provisions of contract(s) with the City and/or theTrust, as applicable, which could have a direct and material effect on the program; and *A schedule of findings and questioned costs for this Agreement and/or the Contract that includes a summary of the auditor's results relative to the Trust's and/or the City's findings and questioned costs; and *Any other matters required by the City's Finance Department and/or the City's Auditor General to be provided regarding this Agreement. Revised PSA Form with highlights 34 Attachment E -b fT Performance Improvement Plan Heart of Our Parks: Provider: Program/Activity: Perfomance Improvement Plan By this Attachment E, a performance improvement plan will remain a part of this Agreement and/or the Contract until the Provider has corrected all deficiencies, as determined by the Trust or the City, as applicable. Provider agrees that any findings, reports, and underlying work papers will be subject to complete review by the Trust and/or the City, as applicable. Provider agrees to comply with and to implement the Performance Improvement Plan deliverables as listed below as part of a plan approved by the Trust and/or the City, as applicable. Failure of Provider to comply with the Performance Improvement Plan as set forth in Resolution of the Trust and/or as set forth in from the City's Director of the Parks and Recreation Department will be a material breach of this Agreement and/or the Contract, as applicable. Performance Improvement Plan: Capacity Areas Noted Deficiencies Action Plan Due Date Programmatic Fiscal/ Administrative Revised PSA Form with highlights 35 Composite Exhibit A I)g&FT The Contract between the City and the Trust and City's Acceptance Resolution No. 08-0478 adopted September 11, 2008 Parks to Attach Copies cc,��. dpCu��c..tQ�oQC�t�ldki Revised PSA Form with highlights 36 Exhibit B PT The City's authorizing Resolution No. , adopted , 2009 For Provider To be attached upon document execution Revised PSA Form with highlights 37 Exhibit C: Provider's not-for-profit corporation authorization and consent to the Children's Trust Contract To be attached upon document execution Revised PSA Form with highlights 38 Exhibit D I�p l Provider's Evidence of Insurance Coverages To be attached upon document execution Revised PSA Form with highlights 39