HomeMy WebLinkAboutExhibitThe City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
CONTRACT
This Contract made and entered into as of this day of , 20_,
by and between Miami -Dade County, a political subdivision of the State of Florida (the
"County"), having its principal office at 111 N.W. 15t Street, 27th Floor, Miami, Florida 33128
and The City of Miami/FEIN#: 59-6000375, a corporation organized and existing under the
laws of the State of Florida, having its principal office at 444 SW 2nd Avenue, Miami, Florida
33130 ("Provider"), states conditions and covenants for the rendering of human and social
services ("Services") for the County.
WHEREAS, the Home Rule Charter authorizes the County to provide for the uniform
health and welfare of the residents throughout the County and further provides that all functions
not otherwise specifically assigned to others under the Charter shall be performed under the
supervision of the Mayor or the Mayor's designee; and
WHEREAS, the Provider provides or will develop services of value to the County and
has demonstrated an ability or desire to provide these services; and
WHEREAS, the County is desirous of assisting the Provider in providing those services
and the Provider is desirous of providing such services; and
WHEREAS, the County has appropriated funds for the proposed services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
The following words and expressions used in this Contract shall be construed as follows, except
when it is clear from the context that another meaning is intended:
a) The words "Agreement" "Contract" or "Contract Documents" shall mean collectively
-hese berms and co-dit(5hs, the -Scope of-Service"ttachment-A a-nd-thy Budget
Documents Attachment B and all other attachments hereto, as well as all amendments
or budget revisions issued hereto.
b) The words "Contract Manager" shall mean Miami -Dade County's Director of the
Homeless Trust ("County") or the Director's designee, or the duly authorized
representative designated to manage the Contract.
C) The word "Days" shall mean Calendar Days, unless otherwise specifically noted.
d) The word "Detverabie z--sh-ai-mean-a4F-doc-ument-attfln-afl4-afly-4teR4s-of--a-ny-Ra#-L4re
submitted by the Provider to the County for review and approval pursuant to the terms of
this Contract.
e) The words "directed", "required", "permitted", "ordered", "designated", "selected",
"prescribed" or words of like import to mean respectively, the direction, requirement,
permission, order, designation, selection or prescription of the County's Contract
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
Manager; and similarly the words "approved", acceptable", "satisfactory", "equal",
"necessary", or words of like import to mean respectively, approved by, or acceptable or
satisfactory to, equal or necessary in the sole discretion of the County's Contract
Manager.
f) The words "Effective Term" shall mean the date on which this Contract is effective,
including start date and end date.
g) The words "Extra Work" or "Change Order" or "Additional Work" shall mean resulting in
additions or deletions or modifications to the amount, type or value of the Work and
Services as required in this Contract, as directed and/or approved by the County,
h) "HIPAA means Health Insurance Portability and Accountability Act of 1996.
i) The words "Scope of Services" shall mean the document appended hereto as
Attachment A, which details the work to be performed by the Provider.
j) The word "subcontractor" or "sub consultant" shall mean any person, entity, firm or
corporation, other than the employees of the Provider, who furnishes labor and/or
materials, in connection with the Work, whether directly or indirectly, on behalf and/or
under the direction of the Provider and whether or not in privities of contract with the
Provider.
k) The words "Work", "Services" "Program", or "Project" shall mean all matters and things
required to be done by the Provider in accordance with the provisions of this Contract.
ARTICLE 2. AMOUNT PAYABLE. Subject to available funds, the maximum amount payable
for services rendered under this contract shall not exceed:
1. Memorandum of Agreement (MOA) Program $340,000.00
Both parties agree that should available County funding be reduced, the amount payable under
this Contract may be proportionately reduced at the sole discretion and option of the County.
All services un e a�(e—n by fhe Provider before -the Counts execution o this Contra shall be
at the Provider's risk and expense.
It is the responsibility of the Provider to maintain sufficient financial resources to meet the
expenses incurred during the period between the provision of services and payment by the
County.
The County, at its sole discretion, may allow Provider an advance of N/A once the Provider has
submitted an appropriate request and submitted an invoice in the form required by the County.
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC09I C -MOA
ARTICLE 3. SCOPE OF SERVICES
The Provider shall render services in accordance with the Scope of Services
incorporated herein and attached hereto as Attachment A.
The Provider shall implement the Scope of Services as described in Attachment A in a
manner deemed satisfactory to the County. Any modification or amendment to the Scope of
Services shall not be effective until approved by the County and Provider in writing.
ARTICLE 4. BUDGET SUMMARY
The Provider agrees that all expenditures or costs shall be made in accordance with the
Budget, which is attached hereto and incorporated herein as Attachment B.
The parties agree that the Provider may, with the County's prior written approval; revise
the schedule of payments or the line item budget, and such revision shall not require an
amendment to this Contract.
ARTICLE 5. EFFECTIVE TERM
Both parties agree that the Effective Term of this Contract shall commence on October 1, 2009
and terminate at the close of business on September 30, 2010.
ARTICLE 6. INDEMNIFICATION BY PROVIDER
A. Government Entity. Government entity shall indemnify and hold harmless the
County and its officers, employees, agents and instrumentalities from any and all liability, losses
or damages, including attorneys' fees and costs of defense, which the County or its officers,
employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes
of actions or proceedings of any kind or nature arising out of, relating to or resulting from the
performance of this Contract by the government entity or its employees, agents, servants,
partners, principals or subcontractors. Government entity shall pay all claims and losses in
connection therewith and shall investigate and defend all claims, suits or actions of any kind or
nature in the name of the County, where applicable, including appellate proceedings, and shall
pay all costs, judgments, and attorney's fees which may issue thereon. Provided, however, this
indemnification shall only be to the extent and within the limitations of Section 768.28, Fla. Stat.,
subject to the provisions of that Statute whereby the government entity shall not be held liable to
pay a personal injury or property damage claim or judgment by any one person which exceeds
the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled with all
other claims or judgment paid by the government entity arising out of the same incident or
occurrence, exceed the sum of $200,000 from any and all personal injury or property damage
claims; 1iabfljtiesT losses -or -causes of-a-ction-which-may-a,r4s,e-as-a-res-uft-of-t-he n gligene-e-of-tbe
government entity.
B. All Other Providers. Provider shall indemnify and hold harmless the County
and its officers, employees, agents and instrumentalities from any and all liability, losses or
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
damages, including attorneys' fees and costs of defense, which the County or its officers,
employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes
of actions or proceedings of any kind or nature arising out of, relating to or resulting from the
performance of this Contract by the Provider or its employees, agents, servants, partners
principals or subcontractors. Provider shall pay all claims and losses in connection therewith
and shall investigate and defend all claims, suits or actions of any kind or nature in the name of
the County, where applicable, including appellate proceedings, and 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 Contract or otherwise provided by Provider
shall in no way limit the responsibility to indemnify, keep and save harmless and defend the
County or its officers, employees, agents and instrumentalities as herein provided.
C. Term of Indemnification. The provisions of Article 6 shall survive the expiration
or termination of this Contract.
ARTICLE 7. INSURANCE
If the total dollar value of all County contracts with the Provider exceeds $25,000 then the
following insurance coverage is required:
A. Government Entity. If the Provider is the State of Florida or an agency or
political subdivision of the State as defined by section 768.28, Florida Statutes, the Provider
shall furnish the County, upon request, written verification of liability protection in accordance
with section 768.28, Florida Statutes. Nothing herein shall be construed to extend any party's
liability beyond that provided in section 768.28, Florida Statutes. The provider shall also furnish
the County, upon request, written verification of Workers Compensation protection in
accordance with Florida Statutes, Chapter 440.
B. All Other Providers.
1. Minimum Insurance Requirements: Certificates of Insurance. The
Provider shall submit to Miami -Dade County, c/o Miami Dade County Homeless Trust
(COUNTY), 111 N.W. 1St Street, 27th Floor, Miami, Florida 33128-1994, original Certificate(s) of
Insurance indicating that insurance coverage has been obtained which meets the requirements
as outlined below:
A. All insurance certificates must list the County as "Certificate Holder" in the
following manner:
Miami -Dade County
111 N.W. 1St Street, Suite 2340
Miami, Florida 33128
B. Worker's Compensation Insurance for all employees of the Provider as required
Ffonda-SStatutes; C—hapter-44-0.
C. Commercial General Liability Insurance in an amount not less than $300,000
combined single limit per occurrence for bodily injury and property damage.
Miami -Dade County must be shown as an additional insured with respect to
this coverage.
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
D. Automobile Liability Insurance covering all owned, non -owned, and hired vehicles
used in connection with the Work provided under this Contract, in an amount not
less than $300,000* combined single limit per occurrence for bodily injury and
property damage.
*NOTE: For Providers supplying vans or mini -buses with seating capacities of
fifteen (15) passengers or more, the limit of liability required for Auto Liability is
$500,000.
E. Professional Liability Insurance in the name of the Provider, when applicable, in
an amount not less than $250,000.
F. 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 to financial strength, according to the latest edition
of Best's Insurance Guide published by A.M. Best Company, Oldwick,
New Jersey, or its equivalent, subject to the approval of the County's Risk
Management Division.
2. 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 must be a member of the Florida Guaranty Fund.
G. Certificates will indicate that no modification or change in insurance shall be
made without thirty (30) days advance written notice to the Certificate Holder.
H. Compliance with the foregoing requirements shall not relieve the Provider of its
liability and obligations under this Section or under any other section of this
Contract.
The County reserves the right to inspect the Provider's original insurance policies
at any time during the term of this Contract.
Applicability of this Article Providers whose combined total award for all services
funded under this Contract exceed a $25,000 threshold. In the event that the
Provider whose original total combined award in less than $25,000, but receives
additional funding during the contract period which makes the total combined
award exceed $25,000, then the requirements in this Article shall apply.
K. Failure to Provide Certificates of Insurance. The Contractor shall be
responsible for assuring that the insurance certificates required in conjunction
with this Section remain in force for the duration of the effective term of this
Contract. If insurance certificates are scheduled to expire during the effective
term, the Provider shall be responsible for submitting new or renewed insurance
certificates to the County prior to expiration.
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
In the event that expired certificates are not replaced with new or renewed
certificates which cover the effective term, the County may suspend the Contract
until such time as the new or renewed certificates are received by the County in
the manner prescribed herein; provided, however, that this suspended period
does not exceed thirty (30) calendar days. Thereafter, the County may, at its
sole discretion, terminate this Contract.
ARTICLE S. PROOF OF LICENSURE/CERTIFICATION AND BACKGROUND
SCREENING
A. Licensure. If the Provider is required by the State of Florida or Miami -Dade
County to be licensed or certified to provide the services or operate the facilities outlined in the
Scope of Services (Attachment A), the Provider shall maintain a copy of all required current
licenses or certificates. This documentation should remain on file at the Provider's agency and
shall be made available to the County for on-site review and audit. Examples of services or
operations requiring such licensure or certification include but are not limited to residential
substance abuse centers, child care, day care, nursing homes, and boarding homes.
If the Provider fails to furnish the County with the licenses or certificates requested under
this Section, the County shall not disburse any funds until it is provided with such licenses or
certificates. Failure to provide the licenses or certificates within forty-five (45) days of the
County's request may result in termination of this Contract.
B. Background Screening. In the event criminal background screening is
required by law, the State of Florida and/or the County, only employees and subcontracted
personnel with a satisfactory national criminal background check through an appropriate
screening agency (i.e., the Florida Department of Juvenile Justice, Florida Department of Law
Enforcement or Federal Bureau of Investigation) may work in direct contact with juveniles.
Unless specifically requested by the County in writing, the Provider is not required to
submit any background screening information to the County. This documentation should remain
on file at the Provider's agency and shall be made available to the County for on-site review and
audit. When applicable, if the Provider fails to furnish the County with proof of the satisfactory
background screening required under this Article, the County shall not disburse any funds until
the County is provided with documented proof that the required background screening was
initiated.
The County requires that only employees and subcontracted personnel with a
satisfactory background check as described in Section 39.001 (2), Florida Statutes and through
an appropriate screening agency (i.e., the Florida Department of Juvenile Justice, Florida
Department of Law Enforcement, Federal Bureau of Investigation) work with direct contact with
juveniles.
Pursuant to Section 985.012(a) Florida Statutes, "each contract entered into ... for services
delivered on an appointment or intermittent basis by a provider that does not have regular
custodial responsibility for children... must ensure that the owners, operators, and all personnel
who have direct contact with children are of good moral character..." In order to ensure this
condition "(b) The Department of Juvenile Justice... shall require employment screening
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
pursuant to chapter 435, using the level 2 standards set forth in that chapter for personnel in
programs for children or youths."
Pursuant to the above passages from Florida Statutes, it is required that all provider agency
personnel working directly with children must have a completed Level 1 Screening response
from the Florida Department of Law Enforcement that indicates that there has been no prior
involvement in any of the disallowed conditions, before beginning work with client youths. Level
1 Screenings can be accomplished electronically on line with the Florida Department of Law
Enforcement: www.fdle.state.fl.us/CriminalHistory/. In addition, recognizing that Level 2
Screening can take several weeks, Level 2 Screening must be initiated prior to beginning work
directly with clients.
Any employee receiving positive response(s) to any of the enumerated charges as defined in
Level 1 and Level 2 background checks must immediately cease working with children or
youths. All employee personnel files shall reflect the initiation and completion of the required
background screening checks.
From the date of execution of this Contract, Provider shall furnish the County with proof that
background screening Level 1 was completed. If the Provider fails to furnish to the County
proof that background screening Level 1 was completed and Level 2 was initiated prior to
working directly with client youths, the County shall not disburse any further funds and this
Contract may be subject to termination at the sole discretion of the County.
The County requires that only employees and subcontracted employees with a satisfactory
background check as described in Section 435.03(3)(a), and through an appropriate screening
agency (i.e. Florida Department of Law Enforcement, Federal Bureau of Investigation) work in
direct contact with the elderly, disabled and persons with mental illness, in settings such as but
not limited to adult day care center, assisted living facilities, home equipment screening nursing
homes, home health agencies, facilities for developmentally disabled, and mental health
treatment facilities.
Within thirty (30) days of execution of this Contract, Provider shall furnish the County with proof
that background screening was initiated. If the Provider fails to furnish to the County proof that
background screening was initiated within thirty (30) days of execution of this contract, the
County shall not disburse any further funds and this Contract may be subject to termination at
the sole discretion of the County.
ARTICLE 9. CONFLICT OF INTEREST
A. The Provider agrees to abide by and be governed by Miami -Dade County
Ordinance No. 72-82 (Conflict of Interest Ordinance codified at Section 2-11.1 et al.
of the Code of Miami -Dade County), as amended, which is incorporated herein by
reference as if fully set forth herein, in connection with its contract obligations
hereunder.
B. No person under the employ of the County, who exercises any function or
responsibilities in connection with this Contract, has at the time this Contract is
entered into, or shall have during the term of this Contract, any personal financial
interest, direct or indirect, in this Contract.
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Dumber: PC0910-MOA
C. Nepotism. Notwithstanding the aforementioned provision, no relative of any
officer, board of director, manager, or supervisor employed by the Provider shall be
employed by the Provider unless the employment preceded the execution of this
Contract by one (1) year. No family member of any employee may be employed by
the Provider if the family member is to be employed in a direct supervisory or
administrative relationship either supervisory or subordinate to the employee. The
assignment of family members in the same organizational unit shall be discouraged.
A conflict of interest in employment arises whenever an individual would otherwise
have the responsibility to make, or participate actively in making decisions or
recommendations relating to the employment status of another individual if the two
individuals (herein sometimes called "related individuals") have one of the following
relationships:
1. By blood or adoption: Parent, child, sibling, first cousin, uncle, aunt, nephew, or
niece;
2. By marriage: Current or former spouse, brother- or sister-in-law, father- or
mother-in-law, son- or daughter-in-law, step-parent, or step -child; or
3. Other relationship: A current or former relationship, occurring outside the work
setting that would make it difficult for the individual with the responsibility to make a
decision or recommendation to be objective, or that would create the appearance
that such individual could not be objective. Examples include, but are not limited to,
personal relationships and significant business relationships.
For purposes of this section, decisions or recommendations related to employment
status include decisions related to hiring, salary, working conditions, working
responsibilities, evaluation, promotion, and termination.
An individual, however, is not deemed to make or actively participate in making
decisions or recommendations if that individual's participation is limited to routine
approvals and the individual plays no role involving the exercise of any discretion in
the decision-making processes. if any question arises whether an individual's
participation is greater than is permitted by this paragraph, the matter shall be
immediately referred to the Miami -Dade County Commission on Ethics and Public
Trust.
This section applies to both full-time and part-time employees and voting members
of the Provider's Board of Directors.
D. No person, including but not limited to any officer, board of directors, manager, or
supervisor employed by the Provider, who is in the position of authority, and who exercises any
function or responsibilities in connection with this Contract, has at the time this Contract is
entered into, or shall have during the term of this Contract, received any of the services, or
direct or instruct any employee under their supervision to provide such services as described in
the Contract. Notwithstanding the before mentioned provision, any officer, board of directors,
man—ager—or—supervisor—employed—by—the-Provider—who-is-etigibfe-t-o-rec-eive-any of-the-ser�+ices
described herein may utilize such services if he or she can demonstrate that he or she does not
have direct supervisory responsibility over the Provider's employee(s) or service program. Staff
members, or their immediate family members (spouse, children, siblings, mother or father) of
Homeless Trust funded programs, who are eligible for and wish to receive services from a
Homeless Trust funded program must receive the approval of the Executive Director of their
employer (i.e. the Provider) prior to applying for and receiving those services. This approval
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC09I O -MOA
must be in writing and accompany any referral for such services. Any Provider knowingly
accepting a referral of an employee of a Homeless Trust funded program, and providing
services without the written approval of the Executive Director of the Provider, will be subject to
the recoupment/disallowance of any funds paid for services to this individual and/or their
immediate family member. When the services are to be provided at the same agency the
employee works for, this information must be disclosed in writing to the director of the Homeless
Trust, which shall be reviewed for eligibility determination and a sign off must come from the
County. This provision does not apply to staff members seeking emergency shelter, medical or
legal services. Providers must complete a Client Services Authorization Form (Attachment P)
for staff members seeking services.
ARTICLE 10. CIVIL RIGHTS
The 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 on the basis of race, creed, religion, color, sex, familial status, marital status,
sexual orientation, pregnancy, age, ancestry, national origin or handicap; 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. §6101, as amended, which
prohibits discrimination in employment because of age; the Rehabilitation Act of 1973, 29
U.S.C. §794, as amended, which prohibits discrimination on the basis of disability; the
Americans with Disabilities Act, 42 U.S.C. §12101 et seg, which prohibits discrimination in
employment and public accommodations because of disability; the Federal Transit Act, 49
U.S.C. §1612, as amended; and the Fair Housing Act, 42 U.S.C. §3601 et seq. It is expressly
understood that the Provider must submit an affidavit attesting that it is not in violation of the
Acts. If the Provider or any owner, subsidiary, or other firm affiliated with or related to the
Provider is found by the responsible enforcement agency, the Courts or the County to be in
violation of these acts, the County will conduct no further business with the Provider.
Any contract entered into based upon a false affidavit shall be voidable by the County. If the
Provider violates any of the Acts during the term of any contract the Provider has with the
County, such contract shall be voidable by the County, even if the Provider was not in violation
at the time it submitted its affidavit.
The Provider agrees that it is in compliance with the Domestic Violence Leave, codified as §
11A-60 et seq. of the Miami -Dade County Code, which requires an employer, who in the regular
course of business has fifty (50) or more employees working in Miami -Dade County for each
working day during each of twenty (20) or more calendar work weeks to provide domestic
violence leave to its employees.
Failure to comply with this local law may be grounds for voiding or terminating this Contract or
for commencement of debarment proceedings against Provider.
-- ART]C—LE-11--HE-A-L-TH-INSIJRAN CE-P0RTA BIL-ITYAND-AGGOUNT-ABat-ITS'—AAT;
Any person or entity that performs or assists Miami -Dade County with a function or
activity involving the use or disclosure of "individually identifiable health information (IIHI)"
and/or "Protected Health Information (PHI)" shall comply with the Health Insurance Portability
and Accountability Act (HIPAA) of 1996 and the Miami -Dade County Privacy Standards
Administrative Order. HIPAA mandates for privacy, security and electronic transfer standards,
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
include but are not limited to:
1. Use of information only for performing services required by the contract or as required
by law;
2. Use of appropriate safeguards to prevent non -permitted disclosures;
3. Reporting to Miami -Dade County of any non -permitted use or disclosure;
4. Assurances that any agents and subcontractors agree to the same restrictions and
conditions that apply to the Provider and reasonable assurances that IIHI/PHI will be
held confidential;
5. Making Protected Health Information (PHI) available to the customer;
6. Making PHI available to the client for review and amendment; and incorporating any
amendments requested by the client;
7. Making PHI available to Miami -Dade County for an accounting of disclosures; and
8. Making internal practices, books, and records related to PHI available to Miami -Dade
County for compliance audits.
PHI shall maintain its protected status regardless of the form and method of
transmission (paper records and/or electronic transfer of data). The Provider must give its
clients written notice of its privacy information practices, including specifically, a description of
the types of uses and disclosures that would be made with protected health information.
Provider must post, and distribute upon request to service recipients, a copy of the County's
Notice of Privacy Practices.
ARTICLE 12. NOTICE REQUIREMENTS
Notice under this Contract shall be sufficient if made in writing, delivered personally or
sent via U.S. mail, electronic mail, facsimile, or certified mail with return receipt requested and
postage prepaid, to the parties at the following addresses (or to such other party and at such
other address as a party may specify by notice to others) and as further specified within this
Contract. If notice is sent via electronic mail or facsimile, confirmation of the correspondence
being sent will be maintained in the sender's files.
If to the COUNTY:
Miami -Dade County
Homeless Trust 111 N.W. 1s' Street, 27th Floor
Miami, Florida 33128
Attention: David Raymond, Executive Director
Electronic mail: dray@miamidade.gov
If to the PROVIDER:
Pedro Hernandez
City Manager
The-City-of-M.ami
444 SW 2nd Avenue
Miami, Florida 33130
Electronic mail: pgh@miamigov.com
Either party may at any time designate a different address and/or contact person by giving
written notice as provided above to the other party. Such notices shall be deemed given upon
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
receipt by the addressee.
ARTICLE 13. AUTONOMY
Both parties agree that this Contract recognizes the autonomy of the contracting parties
and implies no affiliation between the contracting parties. It is expressly understood and
intended that the Provider is only a recipient of funding support and is not an agent or
instrumentality of the County. Furthermore, the Provider's agents and employees are not
agents or employees of the County.
ARTICLE 14. SURVIVAL
The parties acknowledge that any of the obligations in this Contract, including but not
limited to Provider's obligation to indemnify the County, will survive the term, termination, and
cancellation hereof. Accordingly, the respective obligations of the Provider under this Contract,
which by nature would continue beyond the termination, cancellation or expiration thereof, shall
survive termination, cancellation or expiration hereof.
ARTICLE 15. BREACH OF CONTRACT: COUNTY REMEDIES
A. Breach. A breach by the Provider shall have occurred under this Contract if: (1)
the Provider fails to provide the services outlined in the Scope of Services (Attachment A)
within the effective term of this Contract; (2) the Provider ineffectively or improperly uses the
County funds allocated under this Contract; (3) the Provider does not furnish the Certificates of
Insurance required by this Contract or as determined by the County's Risk Management
Division; (4) if applicable, the Provider does not furnish upon request by the County proof of
licensure/certification or proof of background screening required by this Contract; (5) the
Provider fails to submit, or submits incorrect or incomplete, proof of expenditures to support
disbursement requests or advance funding disbursements or fails to submit or submits
incomplete or incorrect detailed reports of expenditures or final expenditure reports; (6) the
Provider does not submit or submits incomplete or incorrect required reports; (7) the Provider
refuses to allow the County access to records or refuses to allow the County to monitor,
evaluate and review the Provider's program; (8) the Provider discriminates under any of the
laws outlined in Article 10 of this Contract; (9) the Provider, attempts to meet its obligations
under this Contract through fraud, misrepresentation, or material misstatement; (10) the
Provider fails to correct deficiencies found during a monitoring, evaluation, or review within the
specified time as described and defined in its Performance Improvement Plan (PIP); (11) the
Provider fails to issue prompt payments to small business subcontractors or follow dispute
resolution procedures regarding a disputed payment; (12) the Provider fails to submit the
Certificate of Corporate Status, Board of Directors requirement, or proof of tax status; and (13)
the Provider fails to fulfill in a timely and proper manner any and all of its obligations, covenants,
greements ,and-stipulatians-in-this-Contract; 1-4)-thB-Provider-fail3-to-meet-any-of-th-e-terms
and conditions of the Miami -Dade County Affidavits (Attachment C) and the State Affidavits
(Attachment D) ❑ Applicable LJ Not Applicable or (15) the Provider fails to fulfill in a
timely and proper manner any and all of its obligations, covenants, agreements and stipulations
in this Contract. Waiver of breach of any provisions of this Contract shall not be deemed to be a
waiver of any other breach and shall not be construed to be a modification of the terms of this
Contract.
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
In the event that the County determines certain Contract goals (as defined in the Scope of
Services) are not being met then the County, in its sole discretion may place the Provider on a
Performance Improvement Plan (PIP). The following is a delineation of the instances where a
PIP may be required:
a. HMIS- Based on Provider's past performance on prior contracts in the area of
Homeless Management Information System compliance it is subject to a PIP
during this contract term. The Provider is required to submit a Monthly
Progress Report and an HMIS-generated Monthly Progress Report for each
month of the contract. Compliance will be determined when it is deemed that
the two (2) reports are in substantial conformity with each other for a period of
two consecutive months. (Substantial conformity as meaning a minimum of
95% accuracy on all elements). At the time of compliance, the Provider shall
only be required to submit the HMIS-generated Monthly Progress Report.
❑ Applicable Q Not Applicable
b. Utilization - Based on Provider's past performance on prior contracts in the
area of utilization compliance, this contract is subject to a PIP. During this
contract term, the Provider must submit all invoices in a timely manner. The
Provider shall invoice at a rate of 95% of targeted expenditures for the
invoicing period. If the Provider fails to comply, all rights to payments will be
forfeited if the County so chooses. Failure to submit accurate invoices for
appropriately documented and eligible expenditures at a rate of 95% of
targeted expenditures by the end of the third quarter of this contract term may
result in the termination of this contract by the County.
❑ Applicable Q Not Applicable
Program Performance - Based on Provider's past performance on prior
contracts in the area of program goals and outcome objectives, this Contract
is subject to a PIP. During this Contract term, the Provider must achieve
those goals specified in the Contract. Performance against these annual goals
shall be evaluated on a quarterly basis, and if by the end of the third quarter of
the contract period substantial compliance (meeting the targeted goals) is not
achieved, it may result in the termination of this contract with the County.
❑ Applicable Q Not Applicable
The above is subject to the review and approval of the County
B. County Remedies. If the Provider breaches this Contract, the County may
pursue any or all of the following remedies:
1. The County may terminate this Contract by giving written notice to the
Provider of such termination and specifying the effective date thereof. In the event of
rmination-,-the-County-may-(-a)7equest-the-Teturn of-fini-s-hBd-orzmfinishe-d-d=ments data -
studies, surveys, drawings, maps, models, photographs, reports prepared and secured by the
-` Provi er with—Counfy-fun-cs--un-derthis Con racti seek reimbursement of County un s
allocated to the Provider under this Contract; (c) terminate or cancel any other contracts entered
into between the County and the Provider. The Provider shall be responsible for all direct and
indirect costs associated with such termination, including attorney's fees;
2. The County may suspend payment in whole or in part under this Contract
by providing written notice to the Provider of such suspension and specifying the effective date
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The City of Miami
Memorandum of Agreement (MOA) Program/Orant Number: PC0910-1\40A
thereof. If payments are suspended, the County shall specify in writing the actions that must be
taken by the Provider as condition precedent to resumption of payments and shall specify a
reasonable date for compliance. The County may also suspend any payments in whole or in
part under any other contracts entered into between the County and the Provider. The Provider
shall be responsible for all direct and indirect costs associated with such suspension, including
attorney's fees;
3. The County may seek enforcement of this Contract including but not
limited to filing an action in a court of appropriate jurisdiction. The Provider shall be responsible
for all direct and indirect costs associated with such enforcement, including attorney's fees;
4. The County may debar the Provider from future County contracting;
5. If, for any reason, the Provider should attempt to meet its obligations
under this Contract through fraud, misrepresentation or material misstatement, the County shall,
whenever practicable terminate this Contract by giving written notice to the Provider of such
termination and specifying the effective date. The County may terminate or cancel any other
contracts which such individual or entity has with the County. Such individual or entity shall be
responsible for all direct and indirect costs associated with such termination or cancellation,
including attorney's fees. Any individual or entity who attempts to meet its contractual
obligations with the County through fraud, misrepresentation, or material misstatement may be
debarred from county contracting for up to five (5) years;
6. Any other remedy available at law or equity.
C. Authorization to Terminate Contract. The Mayor or the Mayor's designee is
authorized to terminate this Contract on behalf of the County.
D. Failures or waivers to insist on strict performance of any covenant, condition, or
provision of this Contract by the County shall not be deemed a waiver of any rights or remedies,
nor shall it relieve the Provider from performing any subsequent obligations strictly in
accordance with the term of this Contract. No waiver shall be effective unless in writing and
signed by the parties. Such waiver shall be limited to provisions of this Contract specifically
referred to therein and shall not be deemed a waiver of any other provision. No waiver shall
constitute a continuing waiver unless the writing states otherwise.
E. Damages Sustained. Notwithstanding the above, the Provider shall not be
relieved of liability to the County for damages sustained by the County by virtue of any breach of
the Contract, and the County may withhold any payments to the Provider until such time as the
exact amount of damages due the County is determined. The County may also pursue any
remedies available at law or equity to compensate for any damages sustained by the breach.
The Provider shall be responsible for all direct and indirect costs associated with such action,
including -attorney's -fees.
-RTICLE'I� TERMINATION FOR -CONVENIENCE
The County may terminate this Contract, in whole or part, when both parties agree that
the continuation of the activities would not produce beneficial results commensurate with further
expenditure of the funds. Both parties shall agree upon the termination conditions, including the
effective date and in the case of partial termination, the portion to be terminated. However, if the
County determines in the case of partial termination that the reduced or modified portion of the
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
grant will not accomplish the purposes for which the grant was made it may terminate the grant
in its entirety.
The Provider understands and acknowledges that if the County determines in its sole
discretion that termination of the Contract is necessary for the healthy, safety, or welfare of the
County then it may due so upon twenty-four (24) hours notice to the Provider.
ARTICLE 17. PAYMENT PROCEDURES
The County agrees to pay the Provider for services rendered under this Contract based
on the payment schedule, timely provision by the Provider of required reports and of supporting
documentation of expenses and activities as described in this Contract, and the line item budget
(Attachment B). Payment shall be made in accordance with procedures outlined below and if
applicable, the Sherman S. Winn Prompt Payment Ordinance (Ordinance 94-40).
1. Performance Based Contract: How payment will be made. Payment requests
shall be made to the County on a monthly basis and shall be signed by the
Executive Director and the Financial Officer of the Provider, unless otherwise
approved in writing, on the form incorporated herein as Attachment E "Primary
Care Invoice for Services". The payment request for the previous month is due
by the 15th of the month following the month for which payment is invoiced.
2. Any reimbursement may be withheld pending the receipt and approval by the
County of all reports and documents required herein.
3. Maximum monthly reimbursements are limited to $28,333.33.
4. As applicable, during the period of N/A through N/A the Provider will submit a
record of those individuals served utilizing Social Security Administration
repayments as specified in the Scope of Services. The Provider will utilize these
funds to serve those clients as specified and authorized in the Scope of Services
5. N/A Providers with cumulative utilization rates greater than ninety-five percent
(95%) during the first nine (9) months of this Contract may exceed this maximum
number of billable bed days during the last quarter of the Contract term, up to the
total Contract award amount, with the prior approval of the Executive Director of
the Homeless Trust.
6. N/A Providers with cumulative utilization rates lower than ninety-five percent
(95%) may be subject to a reduction in funding.
7. Within thirty (30) days of the termination or expiration of this Contract, a final report
of expenditures shall be submitted to the County. If after the receipt of such final
report, the County determined that the Provider has been paid funds not in
compliance with the Contract, and to which it is not entitled, the Provider will be
required to return such funds to the County or submit documentation
demonstrating that the expenditure was in compliance with this Contract. The
County shall have the sole and absolute discretion to determine if the Provider is
ntitled-to-s uch--fu nds- and- the -County's-decision-in-this-matt-er--shall-be final -and
binding.
B. Monies Owed to the County: The County reserves the right, in its sole
discretion, to reduce payments to the Provider in order to recapture any monies owed to the
County. In accordance with County Administrative Order No. 3-29, the Provider that is in
arrears to the County is prohibited from obtaining new County contracts or extensions of
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC09I O -MOA
contracts until such time as the arrearage has been paid in full or the County has agreed in
writing to an approved payment plan.
The County reserves the right, at its sole discretion to convert this Contract to a cost -based
Contract in which the Provider shall be paid through reimbursement payment based on the
budget approved under this Contract and when documentation of completed and satisfactory
service delivery is provided. Thus, it is imperative that the Provider maintain appropriate
supporting documentation for all expenditures from the beginning of the Contract term (i.e.,
receipts, bank statements, cancelled checks, employee timesheet, etc.).
Once the County, in its sole discretion has made the determination to convert to a cost -based
method, the Provider shall submit to the Contract Manager, the Monthly Reimbursement form
provided by the County on a monthly basis. Monthly reimbursement requests (both retroactive
and current) and accompanying supporting documentation must be received by the County no
later than the 25th of the month following the month for which reimbursement is requested.
C. No Payment of Subcontractors. In no event shall County funds be advanced
or paid by the County directly to any subcontractor hereunder. Payment to approved
subcontractors shall be made by the Provider following requirements and limitations as detailed
in Article 21 of this Contract.
D. Processing the Request for Payment. After the County staff reviews the
payment request, the County will submit a payment request to the County's Finance
Department. The County's Finance Department will issue payment via Automated Clearing
House (ACH) or mail the check directly to the Provider at the address listed in Article 12 of this
Contract, unless otherwise directed by the Provider in writing. The parties agree that the
processing of a payment request from date of submission by the Provider shall take a maximum
of thirty (30) days from receipt of a complete and accurate payment request, pursuant to the
County's Sherman S. Winn Prompt Payment Ordinance (Ordinance 94-40), Section 2-8.1.4 of
the Code of Miami -Dade County, Administrative Order No. 3-19, and the Florida Prompt
Payment Act, if supporting documentation/invoices are properly documented as determined by
the County in its sole discretion. It is the responsibility of the Provider to maintain sufficient
financial resources to meet the expenses incurred during the period between the provision of
services and payment by the County.
E. Reporting Requirements. Failure to submit to the County the reports listed
below in a manner deemed correct and acceptable by the County by the 15th day after the end
of the month in which the service was delivered, or failure to submit to the County supporting
documentation of Contract expenditures or activities within fourteen (14) days of any County
request, shall be considered a breach of this Contract and may result in withholding payment,
non -payment, -or -termination -of -this -Contract.
Applicable as indicated
—Monthly -Payment -Requests -(Attachment -F) Q
2. Monthly Performance Reports (Attachment G) Q
3. Outcome Performance Measurements Monthly Report (Attachment H) ❑
4. Client Contribution Report (Attachment 1) ❑
5. Client Attendance Roster (Attachment J) ❑
6. Quarterly Vacancy / Permanent Housing Placement Report(Attachment K) ❑
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
Performance Reports. The Provider agrees to participate in the Homeless
Management Information System (HMIS) selected and established by the County.
Participation will include, but is not limited to, input of client data upon intake, daily
updates of bed availability information, as well as updates of client files upon client
contact, and maintaining current data for statistical purposes. The Provider
understands that they are responsible for any ongoing cost to access the HMIS
system. The Provider shall furnish the County with Monthly, Quarterly, and Annual
Performance Reports in accordance with the activities and goals detailed in the
Scope of Services. The reports shall explain the Provider's progress for the quarter.
The data should be quantified when appropriate. The final progress report shall be
due no later than thirty (30) days after the expiration or termination of this Contract.
Continuation of this Contract and future funding is contingent upon meeting
established performance goals. Progress reports, produced through the Homeless
Management Information System (HMIS) invoices for services and client attendance
rosters signed by the Executive Director of the agency shall by submitted by the
Provider, as required.
F. Final Report/Recapture of Funds. Upon the expiration or termination of this
Contract, the Provider shall submit the final Annual Performance Report and Annual Actual
Expenditure Report (Attachment L) to the County no later than thirty (30) days after the
expiration or termination of this Contract after receipt of such final reports, the County
determines that the Provider has been paid funds not in accordance with the Contract, and to
which it is not entitled, the Provider shall return such funds to the County, or the County may
reduce, by the amount of such funds, from any subsequent payment to which the Provider is
entitled, or the Provider may submit appropriate documentation within seven (7) days of notice
from the County. The County shall have the sole discretion in determining if the Provider is
entitled to such funds and the County's decision on this matter shall be final and binding.
Additionally, any unexpended or unallocated funds shall be recaptured by the County.
Additionally, the Provider agrees to assign any proceeds to the County from any contract,
including this Contract, between the County, its agencies or instrumentalities and the Provider
or any firm, corporation, partnership or joint venture in which the Provider has a controlling
financial interest in order to secure repayment of any reimbursements for services provided
under this or any other contract for which the County discovers was not reimbursable through its
inspection, review and/or audit pursuant to this Contract.
ARTICLE 18. PROHIBITED USE OF FUNDS
A. Adverse Actions or Proceeding. The Provider shall not utilize County funds to
retain legal counsel for any action or proceeding against the County or any of its agents,
instrumentalities; employees; or -officials -The -Provider -shall -not utilize -County -funds -to -provide
legal representation, advice, or counsel to any client in any action or proceeding against the
-o-crrtty-or any of -its agents—instrumentalities—employee�o-r--officials.
B. Religious Purposes. County funds shall not be used for religious purposes.
C. Commingling Funds. The Provider shall not commingle funds provided under
this Contract with funds received from any other funding sources. The Provider shall establish a
separate account exclusively for receipt of the funds received pursuant to this Contract.
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
D. Double Payments. Provider costs claimed under this Contract may not also
be claimed under another contract or grant from the County or any other agency. Any claim for
double payment by Provider shall be considered a material breach of this Contract.
ARTICLE 19. REQUIRED DOCUMENTS, RECORDS, REPORTS, AUDITS, MONITORING
AND REVIEW
A. Certificate of Corporate Status. The Provider must submit to the Contract
Manager, within thirty (30) days from the date of execution of this Contract, a certificate of
corporate status in the name of the Provider, which certifies the following: that the Provider is
organized under the laws of the State of Florida; that all fees and penalties have been paid; that
the Providers most recent annual report has been filed; that its status is active; and that the
Provider has not filed Articles of Dissolution.
B. Board of Director Requirements. The Provider shall ensure that the
Provider's Board of Directors is apprised of the programmatic, fiscal, and administrative
obligations under this Contract funded through County Funds by passage of a formal resolution
authorizing execution of this Contract with the County. A copy of this corporate resolution must
be submitted to the County prior to contract execution. A current list of the Provider's Board of
Directors and officers must be included with the submission. The Provider acknowledges and
understands that all contract documents shall be signed by either the Provider's President or
Vice President. The Provider's resolution shall at a minimum: list the name(s) of the Board's
President, Vice President and, only in the event that the President or Vice President is not
available to execute the contract documents, any other persons authorized to execute this
Contract on behalf of the Provider; affirmatively state that a quorum was present at the time of
adoption of the resolution; and reference the service categories and dollar amounts in the
award, as may be amended.
C. Proof of Tax Status. The Provider is required to submit to the County the
following documentation: (a) W-9 Form (Attachment M); (b) The I.R.S. tax exempt status
determination letter; (c) the most recent I.R.S. form 990; (d) the annual submission of I.R.S.
form 990 within (6) months after the Provider's fiscal year end; (e) IRS form 941 - Quarterly
Federal Tax Return Reports within thirty-five (35) days after the quarter ends and if the form 941
reflects a tax liability, proof of payment must be submitted within forty-five (45) days after the
quarter ends.
D. Conflicts of Interest. Section 2-11.1(d) of Miami -Dade County Code as
amended, requires any County employee or any member of the employee's immediate family
who has a controlling financial interest, direct or indirect, with Miami -Dade County or any person
or agency acting for Miami -Dade County competing or applying for any such contract as it
pertains-to-this-solicitation,-to-first--request-a-conflict-of-interest-opinion-from-the-Gount-yls-Ethic
Commission prior to their or their immediate family member's entering into any contract or
—transac ng--any-business tlTroug-h a firm—corporation, pa nets -f ip or usiries-s--e-nlityir-whtch-the�-
employee or any member of the employee's immediate family has a controlling financial
interest, direct or indirect, with Miami -Dade County or any person or agency acting for Miami -
Dade County. Further, any such contract, agreement or business engagement entered in
violation of this subsection, as amended, shall render this Contract voidable.
E. Accounting Records. The Provider shall keep accounting records which
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
conform to generally accepted accounting principles. All such records will be retained by the
Provider for no less than three (3) years beyond the term of this Contract, and shall be made
available for review upon request from County authorized personnel.
F. Financial Audit. If the Provider has or is required to have an annual certified
public accountant's opinion and related financial statements, the Provider agrees to provide
these documents to the County no later than one hundred eighty (180) days following the end of
the Provider's fiscal year, for each year during which this Contract remains in force or until all
funds received pursuant to this Contract have been so audited, whichever is later.
G. Access to Records: Audit. The County reserves the right to require the
Provider to submit to an audit by an auditor of the County's choosing or approval. The Provider
shall provide access to all of its records which relate to this Contract at its place of business
during regular business hours. The Provider agrees to provide such assistance as may be
necessary to facilitate their review or audit by the County to ensure compliance with applicable
accounting and financial standards.
H. Quarterly Reviews of Expenditures and Records. The County Commission
Auditor may perform quarterly reviews of Provider's expenditures and records. Subsequent
payments to the Provider shall be subject to a satisfactory review of Provider's records and
expenditures by the County Commission Auditor, including but not limited to, review of
supporting documentation for expenditures and the existence of sufficient documentation to
support eligible expenditures. The Provider agrees to reimburse the County for ineligible
expenditures as determined by the County Commission Auditor.
I. Quality Assurance / Recordkeeping. The Provider shall maintain, and shall
require that the Provider's subcontractors and suppliers maintain, complete and accurate
program and fiscal records to substantiate compliance with the requirements set forth in the
Attachment A, Scope of Services, of this Contract. The Provider and its subcontractors and
suppliers, shall retain such records, and all other documents relevant to the Services furnished
under this Contract for a period of Q three (3) years or ❑ years (for State contracts)
from the expiration date of this Contract.
The Provider agrees to participate in evaluation studies, quality management
activities, Corrective Action Plan activities, and analyses carried out by or on behalf of the
County to evaluate the effectiveness of client service(s) or the appropriateness and quality of
care/service delivery. Accordingly, the Provider shall allow authorized County staff involved in
such efforts to examine and review the Provider's premises and records.
J. Confidentiality Requirements. To establish and implement policies and
procedures which ensure compliance with the following security standards and any and all
applicable State and Federal statutes and regulations for the protection of confidential client
records and electronic exchange of -confide ntial- inform ation—The-IDoiicie-s-and-pro-c-e-dures-roust
ensure that:
(1) There is a controlled and secure area for storing and maintaining active
confidential information and files, including but not limited to medical
records;
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
(2) Confidential records are not removed from the Provider's premises,
unless otherwise authorized by law or upon written consent from the
County;
(3) Access to confidential information is restricted to authorized personnel of
the Provider, the County, the United States Department of Health and
Human Services, the United States Comptroller General, and/or the
United States Office of the Inspector General;
(4) Records are not left unattended in areas accessible to unauthorized
individuals;
(5) Access to electronic data is controlled;
(6) Written authorization, signed by the client, is obtained for release of
copies of client records and/or information. Original documents must
remain on file at the originating Provider site;
(7) An orientation is provided to new staff persons, employees, and
volunteers. All employees and volunteers must sign a confidentiality
pledge, acknowledging their awareness and understanding of
confidentiality laws, regulations, and policies;
(8) Procedures are developed and implemented that address client chart and
medical record identification, filing methods, storage, retrieval,
organization and maintenance, access and security, confidentiality,
retention, release of information, copying, and faxing.
K. Monitoring: Management Evaluation and Performance Review. The
Provider agrees to permit County authorized personnel to monitor, review and evaluate the
program/work which is the subject of this Contract. The County shall monitor fiscal,
administrative, and programmatic compliance with all the terms and conditions of the Contract.
The Provider shall permit the County to conduct site visits, client assessment surveys, and other
techniques deemed reasonably necessary to fulfill the monitoring function. A report of the
County's findings will be delivered to the Provider and the Provider will rectify all deficiencies
cited within the period of time specified in the report. If such deficiencies are not corrected
within the specified time the County may suspend payments or terminate this Contract. The
County may conduct one or more formal management evaluation and performance reviews of
the Provider. Continuation of this Contract or future funding is dependent upon the County
being satisfied with the results of the evaluations.
L. Client Records. The Provider shall maintain a separate individual client chart
for-each-client/family-served,—where-appropriate.—This-client-chart shall-include-ali-pertinent
information regarding case activity. At a minimum, the client chart shall contain referral and
intake information treatment -plans, and case noteszio=-eating-th-e--datea--s-erviaes-were
provided and the type of service provided. These client charts shall be subject to the audit and
inspection requirements under Article 19, Sections F, G and H of this Contract.
M. Disaster Plan/Continuity of Operations Pian (COOP). The Provider shall
develop and maintain an Agency Disaster Plan/COOP. At a minimum, the Plan will describe
how the Provider establishes and maintains an effective response to emergencies and
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
disasters, and must comply with any Florida Statutes related to Emergency Management that
are applicable to the Provider. The Disaster Plan/COOP must be submitted to the County no
later than April 1st of the contract term and is also subject to review and approval of the County
in its sole discretion. The Provider will review the Plan annually, revise it as needed, and
maintain a written copy on file at the Provider's site.
ARTICLE 20. Office of Miami -Dade County Inspector General and the Commission
Auditor
The Provider understands that it may be subject to an audit, random or otherwise, by the
Office of Miami -Dade County Inspector General or an Independent Private Sector Inspector
General retained by the Office of the Inspector General, or the County Commission Auditor.
Independent Private Sector Inspector General Reviews. The attention of the
Provider is hereby directed to the requirements of Miami -Dade County Code Section 2-1076; in
that the Office of the Miami -Dade County Inspector General (IG) shall have the authority and
power to review past, present and proposed County programs, accounts, records, contracts and
transactions. The IG shall have the power to subpoena witnesses, administer oaths and require
the production of records. Upon ten (10) days written notice to the Provider from IG, the Provider
shall make all requested records and documents available to the IG for inspection and copying.
The IG shall have the power to report and/or recommend to the Board of County
Commissioners whether a particular project, program, contract or transaction is or was
necessary and, if deemed necessary, whether the method used for implementing the project or
program is or was efficient both financially and operationally. Monitoring of an existing project or
program may include reporting whether the project is on time, within budget and in conformity
with plans, specifications, and applicable law. The IG shall have the power to analyze the need
for, and reasonableness of, proposed change orders.
The IG may, on a random basis, perform audits on all County contracts throughout the
duration of said contract (hereinafter "random audits"). This random audit is separate and
distinct from any other audit by the County. To pay for the functions of the Office of the
Inspector General, any and all payments to be made to the Provider under this contract will be
assessed one quarter (1/4) of one percent of the total amount of the payment, to be deducted
from each progress payment as the same becomes due unless this Contract is federally or state
funded where federal or state law or regulations preclude such a charge. The Provider shall in
stating its agreed prices be mindful of this assessment, which will not be separately identified,
calculated or adjusted in the proposed budget form.
The IG shall have the power to retain and coordinate the services of an independent
private sector inspector general (IPSIG) who may be engaged to perform said random audits,
as well as audit, investigate, monitor, oversee, inspect, and review the operations, activities and
performance—and—procurement--process--including—but not—limited—to—pr-ojeot design,
establishment of bid specifications, bid submittals, activities of the contractor, its officers, agents
nd-employees lobbyists--C-ounty-staff-and-eie-cted-officials-in-arder--to-ensure--compliance-with
contract specifications and detect corruption and fraud.
ARTICLE 21. SUBCONTRACTORS and ASSIGNMENTS
A. Subcontracts. The parties agree that no assignment or subcontract will be
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC09I O -MOA
made or let in connection with this Contract without the prior written approval of the County in its
sole discretion, which shall not be unreasonably withheld, and that all subcontractors or
assignees shall be governed by all of the terms and conditions of this Contract.
1) If the Provider will cause any part of this Contract to be performed by a
Subcontractor, the provisions of this Contract will apply to such
Subcontractor and its officers, agents and employees in all respects as if
it and they were employees of the Provider; and the Provider will not be in
any manner thereby discharged from its obligations and liabilities
hereunder, but will be liable hereunder for all acts and negligence of the
Subcontractor, its officers, agents, and employees, as if they were
employees of the Provider. The services performed by the Subcontractor
will be subject to the provisions hereof as if performed directly by the
Provider.
2) The Provider, before making any subcontract for any portion of the
services, will state in writing to the County the name of the proposed
Subcontractor, the portion of the Services which the Subcontractor is to
perform, the place of business of such Subcontractor, and such other
information as the County may require. The County will have the right to
require the Provider not to award any subcontract to a person, firm, or
corporation disapproved by the County in its sole discretion.
3) Before entering into any subcontract hereunder, the Provider will inform
the Subcontractor fully and completely of all provisions and requirements
of this Contract relating either directly or indirectly to the Services to be
performed. Such Services performed by such Subcontractor will strictly
comply with the requirements of this Contract.
4) In order to qualify as a Subcontractor satisfactory to the County in its sole
discretion, in addition to the other requirements herein provided, the
Subcontractor must be prepared to prove to the satisfaction of the County
that it has the necessary facilities, skill and experience, and ample
financial resources to perform the Services in a satisfactory manner. To
be considered skilled and experienced, the Subcontractor must show to
the satisfaction of the County in its sole discretion that it has satisfactorily
performed services of the same general type which is required to be
performed under this Contract.
5) The County shall have the right to withdraw its consent to a subcontract if
it appears to the County that the subcontract will delay, prevent, or
otherwise impair the performance of the Contractor's obligations under
— — -- — -this Contract, AlI-Subcontractors- are -required-to-protect-the-confidentiality
of the County's and County's proprietary and confidential information.
Provider-hail-fum ish--to-the-County-copies-of-all-subcontracts-between---
Provider and Subcontractors and suppliers hereunder. Within each such
subcontract, there shall be a clause for the benefit of the County
permitting the County to request completion of performance by the
Subcontractor of its obligations under the subcontract, in the event the
County finds the Contractor in breach of its obligations, the option to pay
the Subcontractor directly for the performance by such subcontractor.
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The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC09]0-MOA
Notwithstanding, the foregoing shall. neither convey nor imply any
obligation or liability on the part of the County to any subcontractor
hereunder as more fully described herein.
B. Prompt Payments to Subcontractors. The Provider shall issue prompt
payments to subcontractors that are small businesses (annual gross sales of $750,000 or less
with its principal place of business in Miami -Dade County) and shall have a dispute resolution
procedure in place to address disputed payments. Pursuant to the County's Sherman S. Winn
Prompt Payment Ordinance (Ordinance 94-40), Section 2-8.1.4 of the Code of Miami -Dade
County, Administrative Order No. 3-19, and the Florida Prompt Payment Act, payments must be
made within thirty (30) days of receipt of a proper invoice. Failure to issue prompt payments to
small business subcontractors or adhere to dispute resolution procedures may be grounds for
suspension or termination of this Contract or debarment.
ARTICLE 22. LOCAL STATE AND FEDERAL COMPLIANCE REQUIREMENTS
Provider agrees to comply, subject to applicable professional standards, with the
provisions of any and all applicable Federal, State and the County's orders, statutes,
ordinances, rules and regulations that may pertain to the Services required under this Contract,
including but not limited to:
a) Miami -Dade County Florida, Department of Business Development Participation
Provisions, as applicable to this Contract.
b) Miami -Dade County Code, Chapter 11A, including but not limited to Articles III
and IV. All Providers and subcontractors performing work in connection with this
Contract shall provide equal opportunity for employment and services without
regard to race, creed, religion, color, sex, familial status, marital status, sexual
orientation, pregnancy, age, ancestry, national origin or handicap. The aforesaid
provision shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer, recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The Provider agrees to post in a conspicuous place available for
employees and applicants for employment, such notices as may be required by
the Dade County Equal Opportunity Board or other authority having jurisdiction
over the work setting forth the provisions of the nondiscrimination law.
C) Conflict of Interest and Code of Ethics Ordinance, Section 2-11.1 et seg_ of the
Code of Miami -Dade County, as amended.
d) Miami -Dade County Code Section 10-38, Debarment of contractors from County
Miami=Dade—County—Ordinance-99=5, codified A 6fl et sa�ode of ll�liami-
Dade County pertaining to complying with the County's Domestic Leave
Ordinance.
f) Miami -Dade County Ordinance 99-152 codified at Section 21-255 et seg.
prohibiting the presentation, maintenance, or prosecution of false or fraudulent
claims against Miami -Dade County.
Page 22 of 26
The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
Notwithstanding any other provision of this Contract, Provider shall not be required pursuant to
this Contract to take any action or abstain from taking any action if such action or abstention
would, in the good faith determination of the Provider, constitute a violation of any law or
regulation to which Provider is subject, including but not limited to laws and regulations requiring
that Provider conduct its operations in a safe and sound manner.
ARTICLE 23. MISCELLANEOUS
A. Publicity. It is understood and agreed between the parties hereto that this
Provider is funded by Miami -Dade County. Further, by the acceptance of these funds, the
Provider agrees that events funded by this Contract shall recognize and adequately reference
the County as a funding source_ The Provider shall ensure that all publicity, public relations,
advertisements and signs recognizes and references the County (by inserting the Miami -Dade
County Homeless Trust Logo on all materials) for the support of all contracted activities. This is
to include, but is not limited to, all posted signs, pamphlets, wall plaques, cornerstones,
dedications, notices, flyers, brochures, news releases, media packages, promotions, and
stationery. The use of the official Miami -Dade County Homeless Trust logo is permissible for
the publicity purposes stated herein. Provider shall submit sample or mock up of such publicity
or materials to the County for review and approval. The Provider shall ensure that all media
representatives, when inquiring about the activities funded by this Contract, are informed that
the County is its funding source.
B. Governing Law and Venue. This Contract is made in the State of Florida and
shall be governed according to the laws of the State of Florida. Venue for this Contract shall be
Miami -Dade County, Florida.
C. Modifications. Any alterations, variations, modifications, extensions, or waivers
of provisions of this Contract including, but not limited to, amount payable and effective term
shall only be valid when they have been reduced to writing, duly approved and signed by both
parties and attached to the original of this Contract.
The County and Provider mutually agree that modification of the Scope of Services,
schedule of payments, billing and cash payment procedures, set forth herein and other such
revisions may be made as a written amendment to this Contract executed by both parties.
The Mayor or the Mayor's designee is authorized to make modifications to this Contract
as described herein on behalf of the County.
The Office of the Inspector General shall have the power to analyze the need for, and
the reasonableness of proposed modifications to this Contract.
- D, -----Counterparts— "his -Contract is executed- in three (3)-counterparts,—and- each
counterpart shall constitute an original of this Contract.
E. Headings, Use of Singular and Gender. Paragraph headings are for
convenience only and are not intended to expand or restrict the scope or substance of the
provisions of this Contract. Wherever used herein, the singular shall include the plural and
plural shall include the singular, and pronouns shall be read as masculine, feminine, or neuter
as the context requires.
Page 23 of 26
The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
F. Review of this Contract. Each party hereto represents and warrants that
they have consulted with their own attorney concerning each of the terms contained in
this Contract. No inference, assumption, or presumption shall be drawn from the fact
that one party or its attorney prepared this Contract. It shall be conclusively presumed
that each party participated in the preparation and drafting of this Contract.
G. The County's Consultant. The County understands that in order to facilitate the
implementation of this Contract, the County may from time to time designate a development .
consultant to work with the Provider. The County's consultant shall be considered the County's
designee with respect to all portions of this Contract with the exception of those provisions
relating to payment of the Provider for services rendered. The County shall provide written
notification to the Provider of the name, address, and employees of the County's consultant.
H. Contracts with Municipalities or Counties Outside Miami -Dade County to
Provide Homeless Housing in Miami -Dade County. The Provider desiring to transact
business or enter into a Contract with the County for the provision of homeless housing and/or
services swears, verifies, affirms and agrees that (1) it has not entered into any current contract,
arrangement of any kind, or understanding with any municipality outside of Miami -Dade County
or any County (collectively "locality") to provide housing and services for homeless persons in
Miami -Dade County who are transported to Miami -Dade County by or at the behest of such
locality and (2) during the term of this Contract, it will not enter into any such contract,
arrangement of any kind, or understanding; provided, however, upon the written request of the
Contractor prior to entering into such contract, understanding that the County may, in its sole
and absolute discretion, find and determine within sixty (60) days of such request that a
proposed contract should not be prohibited hereby, as the best interests of the homeless
programs undertaken by and on behalf of Miami -Dade County would not be negatively affected
by such contract, arrangement, or undertaking.
1 Incident Reports. The Provider must report to the Miami -Dade County
Homeless Trust information related to any critical incidents occurring during the administration
of its programs. The Provider is to utilize the "Incident Report" form attached as Attachment
N. In addition to reporting this incident to the appropriate authorities, the Provider must within
twenty-four (24) hours of any incident, submit in writing a detailed account of the incident. This
incident report should be addressed to the County. This incident report should be addressed to
Miami -Dade County Homeless Trust, 111 NW First Street, 27th Floor, Suite 310, Miami, Florida
33128; telephone (305) 375-1490 and facsimile (305) 375-2722.
J. Totality of Contract / Severability of Provisions. This Contract and
Attachments, with it recitals on the first page of the Contract and with its attachments as
referenced below contain all the terms and conditions agreed upon by the parties:
K. Property. This section applies to equipment with an acquisition cost of $5,000 or
___.more per_unit_and_all_real_pr_operty. _____________
Any real property under the Provider's control that was acquired/improved
in whole or in part with funds from the Homeless Trust and any equipment
purchased for $5,000 or more shall be disposed of, at the expiration or
termination of this contract, in accordance with instruction from the
Homeless Trust. Real Property is defined as land, including land
Page 24 of 26
The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
improvements, structures, and appurtenances. thereto,. including movable
machinery and equipment. Equipment means tangible, nonexpendable,
personal property having a useful life of more than one year and an
acquisition cost of $5,000 or more per unit.
b. All equipment with an acquisition cost of $5,000 or more per units and all
real property purchased in whole or in part with funds from this and
previous contracts with the Homeless Trust, or transferred to the Provider t
after being purchased in whole or in part with funds from the Homeless
Trust shall be listed in the property records of the Provider and shall
include a legal description, size, date of acquisition, value at time of
purchase, owner's name if different from the Provider, information on the
transfer or disposition of the property, and map indicating whether property
is in parcels, lots or blocks and showing adjacent streets and roads.
Notwithstanding documentation required for reimbursement purposes, a
copy of the purchase receipt for any asset described above purchased with
Homeless Trust funds must also be included in the Provider's monthly
reimbursement package submitted to the Homeless Trust in the month in
which the item was purchased along with the "Provider Asset Inventory"
(Attachment O).
All equipment with an acquisition cost of $5,000 or more per unit and all
real property shall be inventoried annually by the Provider and an inventory
report shall be submitted to the Homeless Trust. This report shall include
the elements listed in the paragraph listed above.
Attachment A:
Scope of Services
Attachment B:
Budget
Attachment C:
Miami Dade County Affidavits
Attachment D:
State Affidavits (not applicable)
Attachment E:
Primary Care Invoice for Services (not applicable)
Attachment F:
Monthly Payment Requests Reports
Attachment G:
Monthly Performance Reports
Attachment H:
Outcome Performance Measurements Monthly Report (not applicable)
Attachment 1:
Client Contribution Report (not applicable)
Attachment J:
Client Attendance Roster (not applicable)
Attachment K:
Vacancy/Permanent Housing Placement Report (Quarterly)
(not applicable)
Attachment L:
Annual Performance Report & Annual Actual Expenditure Report
Attachment M:
W-9 Form
Attachment N:
Incident Report
Attachment O;
Provider Asset Inventory Report
--- -Attachment-P: - ----Client-Services-Certification
Form---
orm --o-other-agreement,-oral-or-otherwise;
No-other-agreement,-ora)-or-otherwise,-regarding -the -s -object -matter -of -this -Contract
shall be deemed to exist or bind any of the parties hereto. If any provision of this Contract is
held invalid or void, the
remainder of this Contract shall not be affected thereby if such
remainder would then continue to conform to the terms and requirements of applicable law and
ordinance.
Page 25 of 26
The City of Miami
Memorandum of Agreement (MOA) Program/Grant Number: PC0910-MOA
IN WITNESS WHEREOF, the parties have executed this Contract, along with all of its
Attachments, effective as of the contract date herein above set forth.
THE CITY OF MIAMI I MIAMI-DADE COUNTY, FLORIDA
By:
Name:
Title:
Date:
Pedro Hernandez
City Manager
By:
Name:
Title:
Date:
By:
Name:
Priscilla A. Thompson
Attest:
Title:
City Clerk
HARVEY RUVIN, Clerk
Board of County Commissioners
Date:
Approved as to Form and Correctness:
By:
By:
Name:
Julie O. Bru
Print Name:
Title:
City Attorney
Date:
Approved as to Insurance Requirements:
By:
Name: Lee Ann Brehm
Title: Risk Management
Date:
Attest.-
Authorized
ttest:
Authorized Person or Notary Public
Print Name:
Title:
Corporate Seal OR Notary Seal/Stamp:
Page 26 of 26