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HomeMy WebLinkAboutExhibit 1MIAMI NICE COMPASSION CAPITAL FUND DEMONSTRATION PROGRAM AGREEMENT BETWEEN THE CITY OF MIAMI AND (Applicant Name) This Agreement ("Agreement") is entered into this of by and between the City of Miami, a municipal corporation of the State of Florida ("City"), and (Awardee). RECITALS A. The City, as Lead Intermediary Agent and on behalf of the Miami Network for Integration, Compassion & Empowerment ("Miami NICE") partners has been awarded a Compassion Capital Fund Demonstration Program grant ("Award" or "Grant") from the United States Department of Health and Human Services, Administration for Children and Family Services ("ACF"), in the amount of $500,000, for the purpose of building capacity for non-profit organizations through the Miami NICE program ("Program") B. In accordance with the provisions of the Award, the City has the authority to solicit applications from organizations to apply for Technical Assistance Awards ("TA Awards") and access to Sub -Awards for implementing programs in Compassion Capital Fund ("CCF") priority service areas, which include, but are not limited to: children and youth; ex -offender re-entry; elders in need; homelessness; rehabilitation services to addicts and/or prisoners; families transitioning from welfare to work; and healthy marriage initiatives. Lo Page 1 C. The Commission of the City of Miami, by Resolution No. R-07-0641, adopted on November 9, 2007, approved the acceptance of the Award from ACF, which allows the City to provide Sub -Awards to organizations that submit applications for funding to the Program. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the City and 1. RECITALS: agree as follows: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. GRANT TERM: The term of the Grant Award is from May 15, 2009 through May 15, 2010. 3. TA -AWARD TERMS: A. TA Awards entail individualized management in the form of one-on-one technical assistance from management consultants (valued at $5,000 or more per organization) to develop and implement projects for building the capacity of their organizations. B. Consultant Pool (or "pool"): An established group of organizational development consultants and technical experts pre -selected through an open, competitive process by the City of Miami for the Program. All consultants engaged for the Program must be selected from the Miami NICE Consultant Pool. This includes consultants assigned by the Program to TA Award recipients. It also includes consultants hired directly by Sub -Award Grantees (as per their approved grant budget). Consultants from the Miami NICE consultant pool will Page 2 be assigned to TA Awardees as part of the TA Awards. TA Awardees may later propose to use Sub -Award Grant dollars to purchase additional consulting services. In all cases, consultants must be selected from the Miami NICE Consultant Pool (www.miaminice.org). C. Technical Assistance Activities and Timeframes are described in "Attachment B". 4. SUB -AWARD TERMS: A. The term of the Sub -Award is October 1, 2009 through May 15, 2010. B. The TA Awardees are eligible to compete for a Miami NICE Sub -Award Grant in the 2009 grant cycle. C. TA Awardees (that have completed all activities and requirements associated with their TA Award) are invited to apply for a Sub -Award Grant to fund one capacity -building project. Not all TA Awardees are guaranteed a grant. Rather, funds will be allocated to eligible applicants, through a competitive process, and based upon the merits of each proposal. D. The Sub -Award amount for a maximum of 18 agencies will not exceed $210,000 at an estimated $5,000 to $20,000 each. E. Whether or not grant funding is awarded, the TA Award includes continued guidance from an assigned organizational development consultant ("Success Partner") to implement a capacity -building project. In cases where specialized expertise is needed beyond the scope of expertise available from their Success Partner, TA Awardees may apply to access additional consultants. TA Awardees that received a Miami NICE grant may utilize grant dollars to purchase additional consulting and other items (as per their approved grant budget). Page 3 F. TA Awardees that receive a Sub- Award will subsequently be named a Sub- Awardee. G. Miami NICE Sub -Award Grants for TA Awardees is described in "Attachment C". 5. CONDITIONS FOR RELEASE OF SUB -AWARD: The Sub-Awardee understands that before monies will be released, the Sub-Awardee must fulfill the following conditions. Failure to fulfill these conditions will result in a revocation of the Sub - Award. The Sub-Awardee agrees to: A. Continue to comply with the requirements outlined in the Sub -Award Plan detailing how the grant funds will be used. B. Use the grant funds only for approved uses as outlined in the Sub -Award Proposal and as approved in the award notification letter. C. Abstain from using the grant funds for inherently religious activities or to support religious practices (i.e., refrain from religious instruction, worship and/or proselytization). D. Attend all mandatory Sub-Awardee trainings and technical assistance workshops/seminars/sessions ("sessions"). If an emergency arises that prevents a Sub-Awardee from attending a session, the Sub-Awardee must notify the Project Director or appropriate Miami NICE designee at least twenty-four (24) hours prior to the sessions. Receipt of grant funds is contingent upon attendance of all sessions. Miami NICE staff will monitor attendance. E. Participate in site visits by the Project Director or Miami NICE designee. The Sub-Awardee understands that the following conditions also apply to the availability of the Grant Award: A. The ongoing availability of funds. B. The determination that continuation is in the best interest of Miami NICE and the Administration for Children and Families. Page 4 6. REPORTING: Sub -Award Plan: The Sub-Awardee agrees to submit a written narrative ("Work Plan") describing the purpose and proposed use of the grant funds, an explanation of the amount requested, benefits and results expected, and method for managing funds received. The Work Plan is due no later than 30 days after the grant award is announced. Interim Report: The Sub-Awardee agrees to submit an Interim Report(s), which shall include program and financial components, to the Project Director as requested. The Interim Progress report(s) will detail progress on the proposed project and a narrative explanation of any delays or changes. The financial portion of the Interim report will include consultant's scope of work, estimated cost of expenditures, monthly bank statements, with attached receipts for expenditures reflected in the statement. In addition, a written narrative of how grant monies have been spent according to the Work Plan will be expected. Continued receipt of grant installments is contingent upon the Interim Report. Final Report: The Sub-Awardee agrees to submit a Final Report, which shall include program and financial components detailing the organization's progress, award use and future goals. This report is due within thirty days of the Sub -Award term. 7. USES: The following guidelines govern acceptable uses for Sub -Awards. All purchases and transactions made using Program grant funds must be pre -approved by the Project Director and Center On Nonprofit Effectiveness (C -One) and comply with the contracted uses as outlined in the Sub -Award plan. The Sub-Awardee agrees to adhere to the following usage guidelines: A. Eligible Uses: The following uses are allowed under the Sub -Award: 1. The purchase or upgrade of computer equipment, software and other technology. Page 5 2. The hiring of a consultant for acquiring further technical assistance and/or the hiring of staff to fill key positions. 3. Training for staff and board members. 4. Organizational development purposes, such as board development, strategic planning, fund development or training. 5. Uses not approved in the Sub -Award plan require written approval from the Project Director before the purchase or transaction is made. B. Ineligible Uses: The following uses are not allowed under the Sub -Award. 1. Sub -Awards may not be used to support inherently religious practices, such as religious instruction, worship or proselytization. 2. Sub -Awards may not be used for programmatic expenses or for direct service provision. 3. Sub -Awards may not be used for purchases or transactions beyond those written in the approved Work Plan, unless written approval is obtained from the Project Director before the purchase or transaction is made. 8. ADDITIONAL AWARDEE AGREEMENTS: In addition to the above conditions, the Sub-Awardee agrees to: A. Cooperate in a timely manner with requests for information and site visit appointments. B. Be available, as circumstances permit, for photo sessions, interviews, media and/or board appearances serving to highlight the Program. C. Adhere to all applicable funding requirements of the U.S. Department of Health and Human Services and the City. D. Return any un -obligated or unspent grant funds to the City by January 30, 2009. 9. CONDITIONS RESULTING IN TERMINATION OF GRANT: Under this Agreement, the following conditions may result in the termination of the Grant: A. Failure to honor any of the Awardee obligations in Sections 2, 3, 4, 5, 6, 7, 8 and 9. Page 6 B. Failure to abide by all rules and regulations of the Florida Department of State regarding incorporation for organizations that are incorporated in the State of Florida. C. Failure to abide by all federal rules and regulations governing 501(c)(3) organizations for organizations with 501(c)(3) status. 10. AMENDMENTS AND/OR CHANGES: This Agreement may be amended and/or changed only by written agreement between the Awardee and the City. 11. AWARDEE REPRESENTATIONS: Awardee represents that it is not delinquent in the payment of any sums due the City, including the payment of permit fees, occupational licenses, etc., or in the performance of any obligations to the City. 12. OWNERSHIP OF DOCUMENTS: Awardee understands and agrees that any information, document, report or any other material whatsoever, which the City provides to Awardee or which is otherwise obtained or prepared by Awardee, pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Awardee agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the City, which may be withheld or conditioned by the City in its sole discretion. 13. AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable times and for a period of up to three (3) years following the date of final payment by the City to Awardee under this Agreement, audit or cause to be audited, those books and records of Awardee which are related to Awardees performance under this Agreement. Awardee agrees to maintain all such books and records at its principal Page 7 place of business for a period of three (3) years after final payment is made under this Agreement. B. The City may, at reasonable times during the term hereof, inspect Awardees facilities and perform such tests, as the City deems reasonably necessary, to determine whether the services required to be provided under this Agreement conform to the terms hereof. Sub- Awardee shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-55.2 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 14. AWARD OF AGREEMENT: Awardee represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, be paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 15. PUBLIC RECORDS: Awardee understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Awardees failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. Page 8 16. COMPLIANCE WITH PROGRAM REQUIREMENTS AND FEDERAL, STATE AND LOCAL LAWS: Awardee shall comply with all requirements imposed by the City for the Program, including reporting, record keeping and other requirements. Awardee shall also comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as the may be amended from time to time. 17. INDEMNIFICATION: Awardee shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person, or damage to, destruction of or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement, which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Awardee or its employees, agents or subcontractors (collectively referred to as "Awardee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the Awardee to comply with any of the paragraphs herein or the failure of the Awardee to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Awardee expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Awardee, or Page 9 any of its subcontractors, as provided above, for which the Awardees liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 18. DEFAULT: If Awardee fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Awardee shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Awardee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Awardee while Awardee was in default shall be immediately returned to the City. Awardee understands and agrees that termination of this Agreement under this section shall not release Awardee from any obligation accruing prior to the effective date of termination. Should Awardee be unable or unwilling to commence to perform the duties within the time provided or contemplated herein, then, in addition to the foregoing, Awardee shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 19. CITY'S TERNIINATION RIGHTS: A. The City shall have the right to terminate this Agreement, by giving Awardee at least five (5) business days prior written notice, upon discontinuance or termination of the Program, unavailability of funds under the Grant, or if the City determines, in its sole discretion, that continuation of the Program or of Awardees participation are no longer in the best interest of the City. In no event shall the City be liable to Awardee for any additional compensation, other than that provided herein, or for any consequential or incidental damages. Page 10 B. The City shall have the right to terminate this Agreement, without notice or liability to Awardee, upon the occurrence of an event of default under the Program or under this Agreement. In such event, the City shall not be obligated to pay any amounts to Awardee and Awardee shall reimburse to the City all amounts received while Awardee was in default under this Agreement. 20. INSURANCE: Awardee shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the term of this Agreement without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the commencement of the term of this Agreement, provided, however, that Awardee shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Awardee of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Awardee of an amount of coverage different from- the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Awardee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. Page 11 21. CONFLICT OF INTEREST: A. Awardee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. sem) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. B. Awardee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Awardee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Awardee, its employees or associated persons, or entities must be disclosed in writing to the City. 22. NONDISCRIMINATION: Awardee represents and warrants to the City that Awardee does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Awardee's performance under this Agreement on account of race, color, sex, religion, age, disability, marital status or national origin. Awardee further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, disability, marital status or national origin, are excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 23. ASSIGNMENT: This Agreement shall not be assigned by Awardee, in whole or in part, without the prior written consent of the City, which may be withheld or conditioned, in the City's sole discretion. Page 12 24. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Provider: Name of Agency Address City, State Zip 25. MISCELLANEOUS PROVISIONS: TO THE CITY: Pedro G. Hernandez, City Manager City of Miami 444 SW 2"d Avenue Miami, Florida 33130 With copies to: Julie O. Bru City Attorney 444 SW 2nd Ave Suite 945 Miami, FL 33130 A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, Page 13 illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. 26. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 27. INDEPENDENT CONTRACTOR: Awardee has been selected to participate in the Program and is being engaged by the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Awardee shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Awardee further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Awardee, and agrees to provide workers' compensation insurance for any employee or agent of Awardee rendering services to the City under this Agreement. Page 14 28. 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 notice. 29. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Page 15 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Priscilla A. Thompson, City Clerk ATTEST: Print Name: Title: Corporate Secretary APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney "City" CITY OF MIAMI, a municipal corporation go Pedro G. Hernandez, City Manager "Awardee" a corporation LO -A Print Name: Title: President APPROVED AS TO INSURANCE REQUIREMENTS: LEEANN BREHM Risk Management Page 16