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HomeMy WebLinkAboutExhibit 2Exhibit 4 Miami NICE, Grant No. 90EJ0084 MIAMI NICE COMPASSION CAPITAL FUND DEMONSTRATION PROGRAM Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 ✓Ax#iv�7 Page 1 of 15 Miami NICE, Grant No. 90EJ0084 MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF MIAMI (Lead Intermediary Agent) AND (Awardee) This Memorandum of Agreement ("MOA" or "Agreement") is entered into this of ("City") and, RECITALS by and between the City of Miami, a municipal corporation of the State of Florida (Awardee). A. The City, as Lead Intermediary Agent and on behalf of the 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 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 sub -awards for implementing programs in Compassion Capital Fund ("CCF") priority service areas, which include: homeless, elders in need, at -risk youths, families in transition from welfare -to work, rehabilitation services to addicts or reentering prisoners, and healthy marriages. C. The Commission of the City of Miami, by Resolution 07-0641 , adopted on November 9, 2007, approved the acceptance of the CCF award from ACF, which allows the City to provide intensive technical assistance and/or sub -awards to organizations that submit applications to the Miami NICE program. Page 2 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the City and (Awardee) agree as follows: 1. TERM OF AGREEMENT: The term of the agreement is from May 13th, 2010 to September 30, 2011. 2. SUB -AWARD TERMS: A. The term of the Sub -Award is within the period beginning October 1, 2010 and ending September 30, 2011. B. The Sub -Award amount as mentioned in attachment A. C. The Sub -Award category as mentioned in attachment A. 3. 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. Not use 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 Page 3 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 workshops/seminars/sessions ("sessions"). If an emergency arises, the Project Director or appropriate Miami NICE designee must be notified at least twenty- four (24) hours prior to the sessions. Receipt of grant funds is contingent upon attendance of all mandatory 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. 4. 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 14 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 Interim Financial Reports) will include 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 these reports. Page 4 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 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 at the end of the grant term on 5. USES: The following guidelines govern acceptable uses for the grant award. All purchases and transactions made using Miami NICE grant funds must be pre -approved by the Project Director and 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 Grant for capacity building purposes: 1. The purchase or upgrade of computer equipment, software and other technology. 2. The hiring of a consultant for acquiring further technical assistance and/or hire 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 at least fifteen (15) days before the purchase or transaction is made. B. Ineligible Uses: The following uses are not allowed under the Grant. 1. Grants may not be used to support inherently religious practices, such as religious instruction, worship or proselytization. 1 Grants may not be used for programmatic expenses or for direct service provision. 3. Grants 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 at least fifteen (15) days in advance. Page 5 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 6. ADDITIONAL SUB-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 CCF Sub- Awardee programs. 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 March 31, 2011. 7. CONDITIONS RESULTING IN TERMINATION OF GRANT: Under this MOA, the following conditions may result in the termination of the grant: A. Failure to honor any of the Sub-Awardee obligations in Sections 3, 4, 5, and 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. S. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 9. AMENDMENTS AND/OR CHANGES: This MOA may be amended and/or changed only by written agreement between the Sub- Awardee and the City of Miami. 10. SUB-AWARDEE REPRESENTATIONS: Page 6 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 Sub-Awardee represents that it is not delinquent in the payment of any sums due the City, including the payment of pen -nit fees, occupational licenses, etc., or in the perfonnance of any obligations to the City. 11. OWNERSHIP OF DOCUMENTS: Sub-Awardee understands and agrees that any information, document, report or any other material whatsoever, which is given by the City to Sub,-Awardee or which is otherwise obtained or prepared by Sub-Awardee, pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City.. Sub-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. 12. 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 Sub-Awardee under this MOA, audit or cause to be audited, those books and records of Sub-Awardee which are related to Sub-Awardee's performance under this MOA. Sub-Awardee agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payiment is made under this • t_ B. The City may, at reasonable times during the term hereof, inspect Sub-Awardee's facilities and perforin such tests, as the City deems reasonably necessary, to determine whether the services required to be provided under this Agreement conform to the terns hereof. Sub- Awardee shall snake 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 Page 7 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 City of Miami, Florida, as same may be amended or supplemented, fi-om time to time. 13. AWARD OF AGREEMENT: Sub-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 cormection with, the award of this Agreement. 14. PUBLIC RECORDS: Sub-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. Sub-Awardee's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 15. COMPLIANCE WITH PROGRAM REQUIREMENTS AND FEDERAL, STATE AND LOCAL LAWS: Sub-Awardee shall comply with all requirements imposed by the City for the Program, including reporting, record keeping and other requirements. Sub-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. 16. INDEMNIFICATION: Sub-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 attonacy's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person, or Page 8of15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 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, ornission, default or negligence (whether active or passive) of Sub-Awardee or its employees, agents or subcontractors (collectively referred to as "Sub-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 Sub-Awardee to comply with any of the paragraphs herein or the failure of the Sub-Awardee to conform to statutes, ordinances, or other regulations or requirements of any goverunental authority, federal or state, in connection with the performance of this Agreement. Sub-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 Sub-Awardee, or any of its subcontractors, as provided above, for which the Sub-Awardee's liability to such employee or former employee would otherwise be limited to payinents under state Workers' Compensation or similar laws. 17. DEFAULT: If Sub-Awardee fails to comply with any term or condition of this Agreement, or fails to perforin any of its obligations hereunder, then Sub-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 Sub-Awardee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Sub-Awardee while Sub-Awardee was in default shall be immediately returned to the City. Sub-Awardee understands and agrees that termination of this Agreement under this section shall not release Sub-Awardee from any Page 9 of 15 Aliami NICE Compassion Capital Favid Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 obligation accruing prior to the effective date of tennination. Should Sub-Awardee be unable or unwilling to commence to perfonn the Services within the time provided or contemplated herein, then, in addition to the foregoing, Sub-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. 18. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, by giving Sub-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 detennines, in its sole discretion, that continuation of the Program or of Sub-Awardee's services are no longer in the best interest of the City. In such event, the City shall pay to Sub-Awardee compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Sub-Awardee for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to tenninate this Agreement, without notice or liability to Sub-Awardee, upon the occurrence of an event of default under Miami NICE or under this Agreement. In such event, the City shall not be obligated to pay any amounts to Sub- Awardee and Sub-Awardee shall reimburse to the City all amounts received while Sub-Awardee was in default under this Agreement. 19. INSURANCE: Sub-Awardee shall, at all times during the teen hereof, maintain such insurance coverage as may be required by the City. All such insurance, including renewals, shall be subject to the approval Page 10 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 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 performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Sub-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 Sub- Awardee of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Sub-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 Sub-Awardee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. 20. CONFLICT OF INTEREST: A. Sub-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. seg•) 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 terns of said laws and any future amendments thereto. B. Sub-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. Sub-Awardee further- covenants that, in the Page 11 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 perforinance 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 Sub-Awardee, its employees or associated persons, or entities must be disclosed in wilting to the City. 21. NONDISCRIMINATION: Sub-Awardee represents and warrants to the City that Sub-Awardee does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Sub- Awardee's perfonnance under this Agreement on account of race, color, sex, religion, age, disability, marital status or national origin. Sub-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. 22. ASSIGNMENT: This Agreement shall not be assigned by Sub-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. 23. 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 snail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. Page 12 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 To Provider: Name of Agency Address City, State Zip 24. MISCELLANEOUS PROVISIONS: Miami NICE, Grant No. 90EJ0084 TO THE CITY: Carlos A. Migoya, City Manager City of Miami 444 SW 2"d Avenue Miami, Florida 33130 With copies to: Julie O. Bru City Attorney 444 SW 2"d 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, 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 terns and provisions of this Agreement shall remain umnodified and in full force and effect or limitation of its use. Page 13 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 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. 25. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 26. INDEPENDENT CONTRACTOR: Sub-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, Sub- 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. Sub-Awardee further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Sub-Awardee, and agrees to provide workers' compensation insurance for any employee or agent of Sub-Awardee rendering services to the City under this Agreement. 27. 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. 28. 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 Page 14 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011 Miami NICE, Grant No. 90EJ0084 expressly set forth in this Agreement are of no force or effect. 29. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Page 15 of 15 Miami NICE Compassion Capital Fund Sub -Award Plan 2010-2011