HomeMy WebLinkAboutExhibitCONTRACT BETWEEN THE CHILDREN'S TRUST
AND City of Miami
FOR OUT -OF -SCHOOL 2005-06
This Contract, made this 15t day of June, 2005, by and between The Children's
Trust, an independent special taxing district of Miami -Dade County (hereafter
referred to as "The Trust") located at 1900 Biscayne Blvd./Suite 200, Miami,
Florida, and City of Miami having offices at 444 SW 2 Avenue 8th Floor Miami,
Florida (hereafter referred to as "Provider") states, conditions and covenants for
the rendering of services to children and families (hereafter referred to as
"Services") for The Trust.
WHEREAS, Miami -Dade Ordinance 02-247 authorizes The Trust to provide for the
health, development and safety of children and families throughout Miami -Dade
County; and
WHEREAS, the Provider provides or agrees to develop services of value to The
Trust and to children and families of Miami -Dade County as more specifically set
forth in this Contract, and has demonstrated an ability to provide these services;
and
WHEREAS, The Trust desires that Provider provide those services and the Provider
desires to provide such services; and
WHEREAS, The Trust has appropriated funds for the proposed services,
NOW, Therefore, in consideration of the mutual covenants recorded herein, the
parties hereto agree as follows:
I. Scope of services
The Provider agrees to render services in accordance with the scope of services
and evaluation measures incorporated and attached hereto as Attachments A.
The Provider will implement the scope of services as described in Attachment A
in a manner deemed satisfactory solely to The Trust. Any modification or
amendment to the scope of services shall not be effective without prior written
approval by The Trust's Chief Executive Officer (hereinafter referred to as CEO)
and Provider. The amended scope of services, subject to approval by the CEO,
must be submitted sixty (60) days prior to the expiration of the Contract.
II. Adherence to request for proposal
A. Adherence to the request for proposal
Provider agrees to comply with the standards and requirements established
under The Trust's Request for Proposal document which is incorporated by
reference as if set forth in its entirety herein. Where any terms or conditions
provided for under the Request for Proposal conflict with the terms and
conditions in this Contract and/or its attachments, the language of this
Contract and/or its attachments shall control.
Contract #:506-144 1
B. Provider obligation to provide services proposed
Provider agrees to provide The Trust with the program and services
described in Provider's response to the Request for Proposal. If there is a
conflict between the program and services proposed and the program and
services described in this Contract and/or its attachments, the language of
this Contract and/or its attachments shall control.
C. Administrative and quality assurance functions
The Trust may transfer a variety of administrative and quality assurance
functions to a quality improvement agency during the period of this Contract.
The transition schedule and procedures will be communicated to all providers
at least thirty (30) days prior to the implementation of a quality
improvement agency.
III. Effective term
A. Initial Contract Period
Both parties agree that the initial effective term of this Contract shall be from
June 1, 2005 to May 31, 2006.
B. Contract renewal options
This Contract may be renewed for a term equal to the term of the initial
Contract for up to three years. Exercise of the renewal option is at the sole
discretion of The Trust and shall be contingent upon but not limited to the
following:
1. Continued demonstrated and documented need for the services or priority
area of funding;
2. Program performance by the Provider that is deemed satisfactory in The
Trust's sole discretion; and
3. The availability of funds from The Trust. The Trust is prohibited from
creating obligations in anticipation of budgeted revenues from one fiscal
year to another without year to year extension provisions in the
agreement.
The Trust, at least 60 days before the Contract period expires, will notify
Providers of its intent to renew the Contract. Contract renewal amounts will
be negotiated and approved at least 30 days prior to contract renewal.
IV. Amount payable
Subject to available funds, the maximum amount payable for services rendered
under this Contract shall not exceed $500,000.00. Both parties agree that should
available funding to The Trust be reduced: A) the amount payable under this
Contract #:506-144 2
Contract may be proportionately reduced at the sole option of The Trust with a
proportionate reduction in the scope of services; or B) this Contract may be
terminated at the sole option of The Trust. Should funding to the Trust cease or be
reduced this Contract may be terminated at the sole discretion and option of The
Trust. The Trust is prohibited from creating obligations in anticipation of budgeted
revenues from one fiscal year to another without year to year extension provisions
in the agreement.
V. Funding terms and conditions
A. Unit-based/cost Reimbursement
The Parties agree that this is a unit-based/cost reimbursement Contract, and
the provider will be paid based on actual expenditures. Provider will submit a
monthly expenditure report with attached backup documentation to support
reimbursement amount of funds in accordance with the approved budget as
set forth in Attachment B, and units served information as prescribed by The
Trust. The Trust will review the actual attendance records on a quarterly
basis to ensure that the minimum units served are in compliance. If the
Provider fails to serve the number of units in accordance with the Contract,
the Trust may amend the Contract to reduce the amount of dollars
representing the number of units not provided. Any delay in amendment by
The Trust is not deemed a waiver of The Trust's right to amend or seek
reimbursement for units not provided in accordance with the Contract.
Provider attests to The Trust that no other reimbursement is available or
used for invoiced units of services unless expressly authorized by The Trust.
B. Administrative costs
In no event shall The Trust fund indirect administrative costs in excess of ten
(10%) percent of the total budgeted expenses requested to be funded. If the
budget includes a line item for indirect administrative costs, then the
Provider must support such expenditure with documentation deemed
acceptable by The Trust.
C. Advance payment
1. Advance payment requests
The Trust offers advance payments only in exceptional cases. After award
of a contract, Providers have five (5) business days to request an advance
payment. The request should include the amount requested and the
justification(s) for that amount. The Trust limits advance payments to
1 5 % of the total contract amount. All advance payment requests must be
approved in writing by The Trust's CEO.
Contract # : 506-144 3
2. Advance payment invoice
Within 60 calendar days of receipt of an advance, Providers shall submit
an "advance invoice" providing disclosure of actual expenditures paid by or
charged to the advanced funds. This invoice must conform to the
payment requirements outlined in Section XVIII, Payment Procedures, of
this Contract. The "advance invoice" amount shall not exceed the advance
payment amount. If the "advance invoice" amount is Tess than the
advance amount, The Trust will deduct the difference from the next
applicable monthly payment request.
D. Budget revisions
The Provider may request a budget revision during the term of this Contract.
A final budget revision must be submitted sixty (60) days prior to the
expiration of the Contract. No budget revision may exceed the maximum
contracted amount. Budget revisions must be requested in writing and be
approved in writing by the contract manager and Chief Financial Officer of
The Children's Trust.
F. No payment of subcontractors
In no event shall The Trust directly advance funds to any subcontractor. All
payments to authorized subcontractors shall be paid directly by Provider to
the subcontractor.
F. Access to records prior to funding
At the Option of The Trust, upon demand and/or within thirty (30) days prior
to funding any program or service, the Provider shall allow The Trust to
evaluate Provider's fiscal and personnel systems in order to be assured of
Provider's capability to manage the program or programs funded by this
Contract. The Trust shall not disburse any funds until it is allowed to evaluate
Provider's fiscal and management systems. Failure to allow such evaluation
may result in termination of this Contract. The Trust reserves the right to
evaluate the Provider's fiscal and personnel systems at any reasonable time
throughout the course of this Contract.
G. Prohibitions and limitations on use of funds
1. Payment is limited to contracted services
The Provider shall use funds provided under this Contract solely for the
provision of services described in Attachment A. The Provider shall not use
funds provided under this Contract to support other programs or services
provided by Provider under a different Contract. Neither shall the Provider
carry over the funds provided under this Contract to a new Contract or
amendment without the express written permission of The Trust. Services
funded under this Contract shall only be in addition to services already
Contract #:506-144 4
provided without assistance under this Contract.
2. No supplanting of existing public funds
The Trust funding may not be used by local or state government agencies
to replace funding previously provided by those local and state funding
sources for the same program purpose. Such government agencies must
certify that they have maintained their previous funding level when
applying for additional funding from The Trust. Violation of this section
shall be considered a breach of this Contract.
3. Double payments
Provider costs or earnings claimed under this Contract may not also be
claimed under another Contract or grant from The Trust or any other
agency. Any claim for double payment by Provider shall be considered a
breach of this Contract.
4. Use of cost allocation methodology
Provider attests to The Trust that no other reimbursement is available or
used for invoiced services unless expressly authorized by The Trust.
Provider shall keep accurate and complete records of any fees collected,
reimbursement, or compensation of any kind received from any client or
other third party, for any service covered by this Agreement, and shall
make all such records available to The Trust upon request. PROVIDER shall
report: such fees, reimbursement, compensation or funding to The Trust for
such payments received which will be deducted from PROVIDER's invoices.
5. Religious purposes
The Trust funds shall not be used for purposes of religious proselytizing.
6. Lobbying
The Provider shall not use any funds provided under this Contract for
lobbying federal, state or local legislators. Violations of this section shall be
considered a breach of this Contract.
7. Adverse action or proceeding
The Provider shall not utilize the funds provided under this Contract or any
other The Trust funds to retain any legal counsel for any action or
proceeding against The Trust or any of its agents, employees or officials.
The Provider shall not utilize the funds provided under this Contract or any
other The Trust funds to provide legal representation, advice or counsel to
any person in any action or proceeding against The Trust or any of its
agents, employees or officials.
Contract #:506-144 5
8. Capital equipment
To define capital equipment, the Trust utilizes the definition of `property"
as outlined by the Florida Statutes, Chapter 274, as individual items with a
value of $1,000 or greater which have a life expectancy of more than one
year. Capital equipment purchased by the Provider using The Trust funds
are assets of The Trust, are intended for The Trust funded programs,
considered to be owned by The Trust and must be tagged at the time of
purchase as an asset of The Trust. The Trust will work with the Provider
to tag the asset and to receive all information regarding the equipment.
The Provider must maintain a record of the capital equipment purchased
with funds provided by The Trust, When the Provider is no longer funded
by the Trust, the equipment will be returned to The Trust for use by
another funded program unless it is fully depreciated. The Provider must
initiate return of such capital equipment to the contract manager.
Ownership of capital equipment will be transferred to the Provider and
removed from The Trust's fixed asset system provided that the capital
equipment is fully
depreciated and in the possession of the Provider.
VI. Representations and acknowledgments
A. Appropriate staff
Provider represents that all persons delivering the services required by this
Contract have the knowledge and skills, either by training, experience,
education, or a combination thereof, to adequately and competently perform
the duties, obligations, and services set forth in the scope of services
(Attachment: A) and to provide and perform such services to The Trust's
satisfaction. Provider further represents that all persons delivering services
required by this Contract have complied with ail state and federal
requirements, including but not limited to background screening
requirements. Provider certifies that all such individuals are qualified and
approved for providing services herein.
B. Best practices
Provider shall perform its duties, obligations, and services under this Contract
in a skillful and respectful manner. The quality of Provider's performance and
all interim and final product(s) provided to or on behalf of The Trust shall be
comparable to local, state and national best practice standards.
Contract # : 506- ].44 6
C. Children vrith disabilities and their families
Provider understands that The Trust expects all Providers to meet the federal
standards under the Americans With Disabilities Act. By policy of The Trust,
providers must also implement reasonable programmatic accommodations to
include children with disabilities and their families, whenever possible.
D. Other acknowledgments
Information, guidance and technical assistance offered by The Trust staff, or
any other person or entity, whether written or verbal, in no way constitutes a
guarantee of execution of this Contract by The Trust and should not be relied
upon as a basis for doing business, delivering service, expending financial
resources or having an expectation of receipt of payment.
Provider acknowledges that its performance under this Contract (included,
but not limited to, findings of monitoring reports, responsiveness to
corrective action plans, timely receipt of required and requested information,
and overall satisfactory performance) shall be taken into consideration by
The Trust when evaluating any future funding requests by Provider.
VII. Indemnification by Provider (choose A or B) (Government
Providers) State agencies, Universities etc., County dept. etc.
A. For Providers subject to Florida Statute Sec, 768.28
Subject to the limitations and sovereign immunity provisions of Florida
Statute Sec. 768.28, each party shall indemnify and hold harmless the other
party and its officers, employees, agents and instrumentalities from any and
all liability, losses or damages, including attorneys' fees and costs of defense,
which 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.
Subject to the limitations and sovereign immunity provisions of Florida
Statutes, Sec, 768.28, each party 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 Trust, where
applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorney's fees which may issue thereon.
B. For all other Providers (Non -government Providers)
Provider shall indemnify and hold harmless The Trust and its officers,
employees, agents and instrumentalities from any and all liability, losses or
damages, including attorneys' fees and costs of defense, which The Trust 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
Contract #:506-144 7
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 Trust, 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
Trust or its officers, employees, agents as herein provided.
The provisions of this section on indemnification shall survive the expiration
or termination of this Contract.
VIII. Ownership and indemnification of intellectual property
rights
A. Ownership of intellectual property rights
The Trust retains sole ownership of intellectual property developed under this
Contract.
Any data, reports, drawings, documents or other information provided by the
Provider to The Trust during the performance of services under this
Agreement and any reports, drawings or other writings based entirely on the
Trust's disclosures and created as part of the services provided under this
Agreement shall be and remain the sole property of The Provider at all times.
Notwithstanding the foregoing, The Trust may access, use, assemble and
disseminate such data for reporting compliance and statistical purposes,
provided that Provider otherwise complies with the confidentiality obligations
below.
B. Licensing of intellectual property rights
It is the responsibility of the Provider to pay ail required licensing fees if
intellectual property owned by other parties is incorporated into the products
required under this Contract. Such licensing should be in the exclusive name
of The Trust. Payment for any such licensing fees or costs arising from the
use of others' intellectual property rights must be made by the Provider from
funds available under this Contract.
C. Indemnification
The Provider shall indemnify and hold harmless The Trust from liability of any
nature or kind, including costs and expenses for or on account of any
copyrighted, service marked, trademarked, patented or unpatented
invention, process, article or work manufactured or used in the performance
of the Contract. The Provider may not use any design, device, materials or
works covered by letters, service mark, and trademark, patent, copyright or
Contract #:506-144 8
any other intellectual property right manufactured or used in the
performance of this Contract. It is mutually agreed and understood without
exception that such use is outside the scope and terms of this Contract and
would be deemed a breach thereof.
IX. Insurance
A. Minimum insurance requirements: certificates of insurance
The Provider shall furnish to the contract manager of The Trust, 4500
Biscayne Blvd, Miami, FL 33137, Suite 201, upon execution of the Contract,
Certificate (s) of Insurance which indicate that insurance coverage has been
obtained which meets the requirements as outlined below:
1. Worker's Compensation Insurance for all employees of the Provider as
required by Florida Statute 440;
2. Comprehensive general liability insurance in an amount not less than
$500,000 combined single limit per occurrence for bodily injury and
property damage. The Trust must be designated and shown as an
additional insured with respect to this coverage;
3. Automobile liability insurance covering all owned, non -owned and hired
vehic:ies used in connection with the work, in an amount not less than
$1,000,000 combined single limit per occurrence for bodily injury and
property damage. The Trust must be designated and shown as an
additional insured with respect to this coverage.
B. Classifications and ratings
All insurance policies required above shah be issued by companies authorized
to do business under the laws of the State of Florida, with the following
qualifications:
1. The company must be rated no less than "B" as to management, and no
less than "Class V" as to financial strength, by the latest edition of
Best's Insurance Guide, published by A.M. Best Company, Oldwick, New
Jersey, or its equivalent, subject to the approval of The Trust's Risk
Management Division, or
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 are members of the Florida Guaranty Fund.
C. Modifications and changes
All insurance certificates will indicate no modification or change in insurance
Contract # : 506-144 9
shall be made without thirty (30) days advance notice to the certificate
holder.
NOTE: THE TRUST'S REP/ITN NUMBER AND TITLE MUST APPEAR ON
EACH Cf.LRTIFICATE. CERTIFICATE HOLDER MUST READ:
The Children's Trust
1900 Biscayne Blvd., Suite 200
Miami, FL 33132
Compliance with the foregoing requirements shall not relieve the Provider of
liability and obligation under this section or under any other section of this
Contract.
D. Duration of insurance
The Provider shall be responsible for assuring that the insurance certificates
required in conjunction with this Section remain in force for the duration of
the contractual period; including any and all renewal periods and/or additional
phases or work that may be granted to the Provider in accordance with this
Contract, if applicable. If insurance certificates are scheduled to expire during
the Contractual period, the Provider shall be responsible for submitting new or
renewed insurance certificates to The Trust at a minimum of thirty (30)
calendar days in advance of such expiration. In the event that expired
certificates are not: replaced with new or renewed certificates which cover the
contractual period, The Trust shall suspend the Contract until such time as the
new or renewed certificates are received by The Trust in the manner
prescribed in the Request for Proposal; provided, however, that this
suspended period does not exceed thirty (30) calendar days. If such
suspension exceeds thirty (30) calendars days, The Trust may, at its sole
discretion, terminate this Contract for cause and seek re -procurement
damages from the Provider,
E. Failure to provide certificates of insurance
If the Provider fails to furnish The Trust with certificates or written verification
required under this section or as determined by The Trust's Risk Management
Division after review of the scope of services (Attachment A), The Trust shall
not disburse any funds until it is provided with the necessary certificates of
insurance or written verification. Failure to provide the certificates of
insurance or written verification upon execution of this Contract may result in
termination of the grant award.
X. Conditions of award
Provider agrees that it has met or will meet all of the following conditions of
award. Failurrce to satisfy any of the following conditions of award may result in
termination of this Contract.
Contract #:506-144 10
A. Programmatic conditions of award
1. Licensure
Upon execution, 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 keep on file all required current licenses or certificates. The
Provider shall be responsible for assuring that licenses required by the
State of Florida or Miami -Dade County remain in force for the duration of
the Contractual period, including any and all renewal periods and/or
additional phases or work that may be granted to the Provider in
accordance with this Contract, if applicable.
2. Fire inspection certificate
If Provider is required by the State of Florida, Miami -Dade County or any
municipality to have a service site Fire Inspection Certificate, Provider shall
keep on file of the most recent inspection within ten (10) days of
execution of this Contract.
3. Health inspection certificate
If Provider is required by the State of Florida, Miami -Dade County or any
municipality to have a service site Health Inspection Certificate, Provider
shall keep on file of the most recent inspection within ten (10) days of
execution of this Contract.
4. Employee background screening
a In accordance with sections 984.01(2)(a), 985.01(2)(a), and 39.001,
Horida Statutes, only employees, volunteers and subcontracted
personnel with a satisfactory background check through a screening
agency may work in direct contact with children under the age of
eighteen. Background screenings must be completed through the
Florida Department of Law Enforcement (FDLE), VECHS Program, phone
number: 850-410-8324. However, satisfactory background screening
documentation will be accepted for those agencies that already conduct
business with either the Department of Children and Families (DCF) or
the Department of Juvenile Justice (DJJ) (Please note that DCF or DJJ
will only process background screenings for those agencies/projects that
are directly funded by DCF or DJJ). In addition, an Affidavit of Good
Moral Character must be completed and notarized for each employee,
volunteer and subcontracted personnel upon hiring.
b. Provider shall provide The Trust with a copy of its policy regarding
employee background screening within ten (10) days of execution of
this Contract.
c. Provider shall retain all records demonstrating compliance with the
background screening required herein for not less than three years
Contract #:506-144 11
beyond the last date that all applicable terms of this Contract have been
complied with and final payment has been received and appropriate
audits have been submitted to and accepted by the appropriate entity.
5. Proof of tax status
The Provider is required to keep on file the following documentation for
review by The Trust.
d. The Internal Revenue Service (I.R.S.) tax status determination letter;
e. The most recent (two years) I.R.S. form 990 within six (6) months
after the Provider's fiscal year end or other appropriate annual fiscal
filing;
f. IRS 941 -- quarterly federal tax return reports within thirty-five (35)
calendar days after the quarter ends and if the 941 reflects a tax
liability, proof of payment must be submitted within sixty (60) calendar
days after the quarter ends.
6. Proof of policies
The Provider shall keep on file copies of its policies on non-discrimination,
equal opportunity and/or affirmative action, Americans with Disabilities
Act, and drug -free workplace.
XI. Civil rights and other regulatory compliance
A. Non-discrimination and civil rights
Programs receiving funding from The Trust shall not discriminate against an
employee, volunteer, or client of the Provider on the basis of race, color,
gender, pregnancy, marital status, familial status, sexual orientation,
religion, ancestry, national origin, disability, or age except that programs
may target services for specific client groups as defined in the Request for
Proposal (RFP) or response to the RFP. Additionally, Provider shall
demonstrate that it has standards, policies, and practices necessary to
render services in a manner that respects the worth of the individual and
protects and preserves the dignity of people of diverse cultures, classes,
races, religions, sexual orientation, and ethnic backgrounds.
To that end 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; Title VII
of the Civil Rights Act of 1968, as amended, which prohibits discrimination in
employment and public accommodation; the Age Discrimination Act of 1975,
42 U.S.C. Section 2000d, as amended, which prohibits discrimination in
employment because of age; Section 504 of the Rehabilitation Act of 1973,
29 U.S.C. § 794, as amended, which prohibits discrimination on the basis of
disability; and the Americans with Disabilities Act, 42 U.S.C. § 12103 et seq.,
which prohibits discrimination in employment and public accommodations
Contract # : 506-144 12
because of disability.
It is expressly understood that upon receipt of evidence of discrimination
under any of these laws, The Trust shall have the right to terminate this
Contract. If the Provider or any owner, subsidiary, or other firm affiliated
with or related to the Provider, is found by the responsible enforcement
agency or the courts to be in violation of these laws, The Trust will conduct
no further business with the Provider,
B. Family medical leave
Provider agrees that it is in compliance with the Family Medical Leave Act (28
USC 2601 et. seq. and §11A-29 et. seq, of 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 family medical
leave to its employees. Failure to comply with this local law may be grounds
for voiding or terminating this Contract.
C. Domestic violence leave
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.
D. Florida dean indoor air act
Provider agrees that it is in compliance with the Florida Clean Indoor Air Act,
§386.201, et. seq., Florida Statutes, which prohibits smoking in enclosed
indoor workplaces, including private residences where child care or health
care is provided.
E. Public entities crime act
Provider represents that the execution of this Contract wilt not violate the
Public Entities Crimes Act (Section 287.133, Florida Statutes), which
essentially provides that a person or affiliate who is a contractor, consultant
or other provider and who has been placed on the convicted vendor list
following a conviction for a Public Entity Crime may not submit a bid on a
contract to provide any goods or services to The Trust, may not submit a bid
on a contract with The Trust for the construction or repair of a public building
or public work, may not submit bids on leases of real property to The Trust,
may not be awarded or perform work as a contractor supplier, subcontractor,
or consultant under a contract with The Trust, and may not transact any
Contract #:506-144 13
business with The Trust in excess of the threshold amount provided in
Section 287.017, Florida Statutes, for category two purchases for a period of
thirty-six (36) months from the date of being placed on the convicted vendor
list. Violation of this section shall result in cancellation of this Contract and
recovery of all monies paid hereto, and may result in debarment from The
Trust's competitive procurement activities.
F. Living wage
Provider agrees to comply with Miami -Dade County's Living Wage Ordinance
(§2-8, 9 of Miarni-Dade County Code) if it has contracted with The Trust for a
sum of $100,000 or more to provide food preparation/distribution, security
services, routine maintenance (custodial, cleaning, refuse removal, repair,
refinishing, recycling), clerical or other non -supervisory clerical work,
transportation and parking service, printing services or landscaping/lawn
services.
G. Conflict of interest
The Provider represents that the execution of this Contract does not violate
The Trust Conflict of Interest and State of Florida Code of Ethics, (§112,311,
Florida Statutes), as amended, which are incorporated herein by reference as
if fully set forth herein. Provider agrees to abide by and be governed by
these conflict of interest laws throughout the course of this Contract and in
connection with its obligations hereunder.
XII. Child abuse and incident reporting
A. Child abuse reporting
Provider shall immediately report knowledge or reasonable suspicion of
abuse, neglect, or abandonment of a child, aged person, or disabled adult to
the Florida Abuse Hotline on the statewide toll -free telephone number (1-
800-96ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is
binding upon both the Provider and its employees.
B. Incident reporting
1. Injury
Provider shall complete an incident report in the event of any serious
bodily injury to anyone within the scope of this Contract or arising out of
the performance of this Contract. The Provider shall provide written
notification of the incident together with a copy of the incident report to
The Trust within three (3) working days. The Provider shall provide
written notification to The Trust, within seven (7) days, if any legal action
is filed as a result of such an injury.
Contract #:506-144 14
2. Sexual [ arassment
The Provider shall complete an incident report in the event a client or
employee makes an allegation of sexual harassment, sexual misconduct or
sexual assault by a Provider employee and the Provider has knowledge
thereof. Provider shall provide written notification to The Trust within
three (3) working days if such an allegation is made. The Provider shall
provide written notification to The Trust, within seven (7) days, if any legal
action is filed as a result of such an alleged incident.
3. Civil rights violation
Provider shall provide written notification to The Trust within three (3)
days if any complaint or litigation is filed against the Provider or any of its
employees alleging a violation of any of the laws listed in Article XI of this
Contract.
XIII. Notices
It is understood and agreed that all notices pursuant to this Contract shall be in
writing and sent by certified mail to the addresses for each Party appearing on
page one of the Contract. It is the Provider's responsibility to advise The Trust in
writing of any changes in name, address and/or telephone number,
XIV. Autonomy
Both parties agree that this Contract recognizes the autonomy of and stipulates
or implies no affiliation between the contracting parties. It is expressly
understood and intended that the Provider is only a recipient of funding support
and is not an agent or instrumentality of The Trust, and that the Provider's
agents and employees are not agents or employees of The Trust.
XV. Breach of Con':ract and remedies
A. Breach
A breach by the Provider shall have occurred under this Contract if the
Provider:
3. Fails to provide the services outlined in the scope of services
(Attachment A), the Request for Proposal/Invitation to Negotiate or the
response to Request for Proposal or Invitation to Negotiate, whichever is
applicable, within the effective term of this Contract;
4. Ineffectively or improperly uses The Trust funds allocated under this
Contract;
5. Utilizes The Trust funds for local or state government programs that
were previously funded by the local or state agency;
Contract #:506-144 15
6. Does not furnish the certificates of insurance required by this Contract
or as determined by The Trust;
7, Does not meet or satisfy the conditions of award required by this
Contract;
8. Fails to submit or submits incorrect or incomplete proof of expenditures
to support disbursement requests or advance funding disbursements, or
fails to submit or submits incomplete or incorrect detailed reports of
requests for payment, expenditures or final expenditure reports;
9, Does not submit or submits incomplete or incorrect required reports
pursuant to the scope of services in this Contract;
10. Refuses to allow The Trust access to records or refuses to allow The
Trust to monitor, evaluate and review the Provider's program, including
required client data;
11. Does not comply with the civil rights and other regulatory obligations
detailed in Article XI;
12. Fails to comply with child abuse and incident reporting requirements;
13. Attempts to meet its obligations under this Contract through fraud,
misrepresentation or material misstatement;
14. Fails to correct deficiencies found during a monitoring, evaluation or
review within the specified time;
15. Fails to meet the terms and conditions of any obligation or repayment
schedule to The Trust or any of its agencies;
16. Fails to maintain the confidentiality of client files, pursuant to Florida
and federal laws, or;
17. Fails to fulfill in a timely and proper manner any and all of its
obligations, covenants, contracts and stipulations in this Contract.
Waiver of breach of any provisions of this Contract shall not be deemed to be a
waiver of any other breach and shall not be construed to be a modification of the
terms of this Contract.
B. The Trust's remedies
Upon breach of this Contract The Trust may pursue any or all of the following
remedies including a combination thereof:
18. The Trust may terminate this Contract by giving written notice to the
Provider of such termination and specifying the effective date thereof at
least five (5) business days before the effective date of termination. In
the event of termination, The Trust may: (a) request copies of all finished
or unfinished documents, data studies, surveys, drawings, maps, models,
photographs, reports prepared and secured by the Provider with The Trust
funds under this Contract; (b) seek reimbursement of The Trust funds
allocated to the Provider under this Contract; (c) at the sole discretion of
The Trust, The Trust may terminate or cancel any other contracts entered
into between The Trust and the Provider, The Provider shall be
Contract # : 506-144 16
responsible for all direct and indirect costs associated with such
termination, including attorney's fees;
19. The Trust may suspend payment in whole or in part under this
Contract by providing written notice to the Provider of such suspension
and specifying the effective date thereof, at least five (5) business days
before the effective date of suspension. If payments are suspended, The
Trust 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. At the sole discretion of The
Trust, The Trust may also suspend any pa.yments in whole or in part
under any other contracts entered into between The Trust and the
Provider. The Provider shall be responsible for all direct and indirect costs
associated with such suspension, including attorney's fees;
20. The Trust may seek enforcement of this Contract including but not
limited to filing an action with a court of appropriate jurisdiction. The
Provider shall be responsible for all direct and indirect costs associated
with such enforcement, including attorney's fees;
21. The Trust retains the option, at its sole discretion, to enter into a
written remedial plan with the Provider to cure any breach of this Contract
as may be permissible under state or federal law. Any such remedial plan
shall be an addition to this Contract and shall not affect or render void or
voidable any other provision contained in this Contract;
22. Any and all other remedies available at law or equity,
C. CEO authorized
The CEO is authorized to terminate this Contract on behalf of The Trust,
D. Damages sustained
Notwithstanding the above, the Provider shall not be relieved of liability to The
Trust for damages sustained by The Trust by virtue of any breach of the contract,
and The Trust may withhold any payments to the Provider until such time as the
exact amount of damages due The Trust is determined. The Trust 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.
XVI. Termination by either party
Both parties agree that this Contract may be terminated by either party hereto by
written notice to the other party of such intent to terminate at least thirty (30)
calendar days prior to the effective date of such termination. The CEO is
authorized to terminate this Contract on behalf of The Trust.
XVII. Terminations due to lack of funds
The Trust may terminate this Contract within five (5) business days if The Trust
Contract #:506-144 17
fails to receive funds through which this Contract is funded.
XVIII. Payment procedures
The Trust agrees to pray the Provider for services rendered under this Contract
outlined in Attachment A. Payment shall be made in accordance with forms found
on The Trust's Funded Programs WWW Page
(http://thechildrenstrust.org/programs.asp) and, if applicable, the Florida Prompt
Payment Act
A. Requests for payment
The Trust agrees to pay for expenditures in accordance with the terms
outlined in, funding terms and conditions. An original invoice, in the format
prescribed by The Trust, plus two copies is due on or before the fifteenth
(15) day of the month following the month in which expenditures were
incurred (exclusive of legal holidays or weekends). The Trust agrees to
reimburse Provider on a monthly billing basis.
B. Processing the request for payment
In order to be deemed proper as defined by the Florida Prompt Payment Act,
all invoices must comply with the requirements set forth in this Contract and
must be submitted on the forms as prescribed by The Trust. Invoices and/or
documentation returned to Provider for corrections may be cause for delay in
receipt of payment. Late submission may result in delay in receipt of
payment. The Trust shall pay Provider within thirty (30) calendar days of
receipt of Provider's properly submitted invoice and/or other required
documentation.
C. Final request for payment
A final request for payment from the Provider will be accepted by The Trust
up to forty-five (45) days after the expiration of this Contract. If the
Provider fails to comply, all rights to payment shall be forfeited. If after
receipt of such final report, The Trust 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 Trust or submit
appropriate documentation to support the expenditure. The Trust shall have
the sole discretion in determining if the Provider is entitled to such funds and
The Trust's decision on this matter shall be binding. Additionally, any
unexpended or unallocated funds shall be recaptured by The Trust.
D. Return of funds
In the event that the Provider, its independent auditor or The Trust discovers
that an overpayment has been made, the Provider shall repay said
overpayment within thirty (30) calendar days without prior notification from
The Trust.
Contract #:506-144 18
XIX. Records, reports, audits and monitoring
A. Accounting records
The Provider shall keep accounting records which conform to generally
accepted accounting principles. All such records will be retained by the
Provider for not less than three years beyond the last date that all applicable
terms of this Contract have been complied with and final payment has been
received and appropriate audits have been submitted to and accepted by the
appropriate entity. however, if the Provider is a municipality, county
government, dependent or independent special taxing district, government
contractor, or other government entity, the Provider must retain all such
records for not less than five years beyond the last date that all applicable
terms of this Contract has been complied with and final payment has been
received and appropriate audits have been submitted to and accepted by the
appropriate entity.
B. Financial audit
Within 120 days of the close of its fiscal year, Provider agrees to submit to
The Trust a certified independent fiscal audit of all its corporate activities and
any accornpanying management letter(s), for each year during which this
Contract remains in force and until all funds expended from this Contract
have been audited. This audit shall be conducted in accordance with auditing
standards generally accepted in the United States of America and standards
contained in the Government Auditing Standards issued by the Comptroller
General of the United States. The fiscal audit must also be conducted
consistent with the United States Office of Management and Budget Circular
A-133, Audit of States, Local Government and Non -Profit Organizations and
the Florida Single Audit Act, Florida Statutes 215.97, as applicable.
For audits conducted under the Office of Management and Budget Circular A-
133, Audit of States, Local Government and Non -Profit Organizations and the
Florida Single Audit Act, Provider must also submit the schedule of
expenditures pertaining to awards, summary schedule of prior audit findings,
applicable auditor's reports and the corrective action plan when the schedule
of findings and questioned costs prepared by the independent auditor
discloses audit findings relating to this Contract. In the event that the
independent auditor does not disclose audit findings relating to this Contract,
the Provider shall provide written notification to The Trust that an audit of
the Provider was conducted in accordance with applicable laws and
regulations and that the findings and questioned costs disclosed no audit
findings related to this Contract; and, that the summary schedule of prior
audit findings did not report on the status of any audit findings relating to
awards that The Trust provided.
Audit extensions may be granted in writing by the contract manager upon
receipt in writing of such request with appropriate justification by the
Provider.
Contract #:506-144 19
C. Access to records: audit
The Trust reserves the right to require the Provider to submit to an audit by
an auditor of The Trust's choosing. The Provider shall provide access to all of
its records which relate to this Contract at its place of business during regular
business hours. The Provider agrees to provide such assistance as may be
necessary to facilitate their review or audit by The Trust to insure compliance
with applicable accounting and financial standards, including access by the
Trust or its designee to the Provider's independent auditor's working papers
for complying with federal, state or local requirements.
D. Informed consent
The Provider agrees that anyone who receives services paid for by this
Contract shall be informed of procedures to gather follow-up information on
participants after services. Participants shall be asked to consent, voluntarily,
to being contacted for this information, Participants shall be asked to sign a
consent form, which allows for follow-up contact by The Trust. The form
included as Attachment C, available in English, Spanish, and Creole, shall be
used for this purpose. Forms will be given to The Trust, with a copy filed in
the participant's record. The form must also indicate non -consent when that
is the participant's response. The Provider agrees to ensure that each
participant's contact information is current and updated upon exiting the
program.
E. Programmatic Data reporting
Provider agrees to comply and participate in any data collection reporting,
including participant data as required by The Trust and described in
Attachment D, Programmatic Data Reporting Requirements. In addition,
Provider agrees to furnish The Trust with quarterly program narrative reports
in the format to be specified by The Trust.
F. Monitoring: management evaluation and performance review.
The Provider agrees to permit The Trust personnel or contracted agents to
perform random unscheduled monitoring, reviews and evaluations of the
program which is the subject of this Contract. The Trust shall monitor both
fiscal and programmatic compliance with all the terms and conditions of the
Contract. The Provider shall permit The Trust to conduct site visits, client
interviews, client assessment surveys, fiscal review and other techniques
deemed reasonably necessary to fulfill the monitoring function. A report of
The Trust'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 Trust may
terminate this Contract. The Trust shall conduct one or more formal
management evaluation and performance reviews of the Provider.
Continuation of this Contract or future funding is dependent upon satisfactory
evaluation conclusions. Furthermore, the findings of monitoring reports,
Contract #:506-144 20
responsiveness to corrective action, the satisfactory performance of the
requirements of this Contract and the timely receipt of requested information
shall be considered factors in evaluating future funding requests.
G. Client records
The Provider shall maintain a separate individual case file for each
client/family served. This case file shall include all pertinent information
regarding case activity. At a minimum, the case file will contain referral and
intake information, treatment plans, and case notes documenting the dates
services were provided and the kind of services provided. These files shall be
subject to the audit and inspection requirements under this Contract. All such
records will be retained by the Provider for not less than five calendar years
after the client is no longer enrolled. Provider agrees to comply with all
applicable state and federal laws on privacy and confidentiality.
H. Internal documentation
Provider agrees to maintain the following, as applicable: (1) personnel files
including hiring records, background screening results, job descriptions, and
evaluation procedures, (2) authorized time sheets, records, and attendance
sheets, (3) daily activity log and monthly calendar, (4) signature of person at
sites authorizing presentations, (5) training modules, (6) pre and post
session questionnaires, (7) client information release form, (8) agency
policies and (9) such other information as requested by The Trust.
I. Units of service
Provider agrees to document and maintain a permanent record of beginning
and ending service time and date of service for all time based units of
service.
J. Revenue maximization documentation
Provider agrees to comply with any and all reporting and documentation
required by federal, state and other funding sources such as but not limited
to Title IVE of the Social Security Act, Temporary Assistance for Needy
Families (TANF) Block Grant, etc.
XX. Confidentiality
The Provider and The Trust understand that during the course of performing the
work hereunder, each party may have access to certain confidential and
proprietary information and materials of the other party in order to further
performance of the work. The parties shall protect confidential information and
comply with applicable federal and state laws on confidentiality to prevent
unauthorized use, dissemination or publication of confidential information as each
party uses to protect its own confidential information in a like manner. The
parties shall not disclose the confidential information to any third party, or to any
Contract #:506-144 21
employee or contractor who does not have a need to know such information,
which need is related to performance of a responsibility hereunder. However, this
agreement impose no obligation upon the parties to with respect to confidential
information which (a) was lawfully known to the receiving party before receipt
from the other, (b) is or becomes a matter of public knowledge through no fault
of the receiving party, (c ) is rightfully received by the receiving party from a
third party without restriction on disclosure, (d) is independently developed by or
for that party, (e) is disclosed under operation of law, (f) is disclosed by the
receiving party with the other party's prior written approval. The confidentiality
provision of this Agreement shall remain in full force and effect after the
termination of this Agreement.
XXI. Security obligation
Provider shall maintain an appropriate level of data security for the information
the Provider is collecting or using in the performance of this Contract. This
includes, but is not limited to, approving and tracking all Provider employees
who request system or information access and ensuring that user access has
been removed from all terminated Provider employees.
XXII. Publicity
A. Publicity
It is understood and agreed between the parties hereto that this Provider is
funded by The Trust. Further, by the acceptance of these funds, the Provider
agrees that events funded by this Contract shall recognize The Trust as a
funding source. The Provider shall ensure that all publicity, public relations,
advertisements and signs recognizes The Trust for the support of all
contracted activities. The use of the official The Trust logo is permissible.
The Provider shall ensure that all media representatives, when inquiring
about the activities funded by this Contract, are informed that The Trust is its
funding source.
Provider shall distribute a press release announcing that it has
been awarded funding by The Children's Trust.
Provider shall, if it possesses the appropriate technology, provide a link
between Provider's website and The Children's Trust website.
B. Publications
Provider agrees to supply The Trust, without charge, up to three copies of
any publication developed in connection with implementation of programs
addressed by this Contract. Such publications will state that the program is
supported by The Trust. Provider agrees that The Trust will have unlimited
use of copyrighted materials developed under this Contract.
Providers shall include The Children's Trust logo and the following paragraph
in all materials featuring programs funded by The Children's Trust, including
Contract #:506-144 22
but not limited to newsletters, press releases, brochures, flyers, websites or
any other materials for dissemination to the media or general public:
English:
The City of Miam is funded by The Children's Trust. The Trust is a
dedicated source of revenue established by voter referendum to improve
the lives of children and families in Miami -Dade County.
Spanish:
El City of Miami esta financiado por El Fidecomiso de los Ninos (The
Children's Trust). El Fidecomiso de los Ninos es una Puente de financiacion,
creada por los votantes en referendum para mejorar las vidas de los ninos
y las familias en Miami -Dade.
Kreyol:
City of Miami finanse pa "The Children's Trust". Trust la, ce you sous lajan
ke gouvenman amerikin vote an referandom you ke' li investi bien nan
pwogram kap ameliore la Vi Ti Moun ak fanmi yo nan Miami Dade.
XXIII. Miscellaneous
A. Modifications and change orders
Any alterations, variations, modifications, extensions or waivers of provisions
of this Contract including but not limited to amount payable and effective
term shall only be valid when they have been reduced to writing, duly
approved and signed by both parties and attached to the original of this
Contract.
The Trust and Provider mutually agree that modification of the scope of
service, schedule of payments, billing and payment procedures, set forth
herein and other such revisions may be negotiated as a written amendment
to this Contract between the parties.
The Trust's CEO is authorized to make modifications to this Contract as
described herein on behalf of The Trust.
B. Subcontractors and assignments
The parties agree that no assignment or subcontract will be made or let in
connection with this Contract without the prior written approval of The Trust,
which shall not be unreasonably withheld, and that all subcontractors or
assignees shall be governed by the terms and conditions of this Contract.
C. Contract guidelines
This Contract is made in the State of Florida and shall be governed according
to the laws of the State of Honda. Proper venue for this Contract shall be
Miami -Dade County, Florida.
Contract #:506-144 23
D. 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.
E. Totality of Contract/severability of provisions
This Contract with its recitals on the first page of the Contract and with its
attachments as referenced below contain all the terms and conditions agreed
upon by the parties:
Attachment A: Scope of Services and Evaluation Measures
Attachment B: Budget
Attachment C: Consent to Contact Forms (English, Spanish, Creole)
Attachment D: Programmatic Data Reporting Requirements
No other contract, oral or otherwise, regarding the subject matter of this
Contract shall be deemed to exist or bind any of the parties hereto. If any
provision of this Contract is held invalid or void, the remainder of this
Contract shall not be affected thereby if such remainder would then continue
to conform to the terms and requirements of applicable law.
XXIV. Contract number
This Contract is assigned as Contract number 506-144
Contract # : 506-144 24
The parties have caused this Contract, including Attachments A, B, C, and D to be
executed by their respective and duly authorized officers as of the day and year
first above written.
ATTEST: City of Miami,Florida
By: _ By:
Priscilla A. Thompson
City Clerk
Joe Arriola
City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENT:
By:
Jorge L. Fernandez
City Attorney
ATTEST:
CLERK OF BOARD
By:
/LTd sta.
Dania F. Carrillo
Risk Management Administrator
The Children's Trust
MIAMI-DADE COUNTY, FLORIDA
By: By:
Robin Douglas, Clerk of the Board Modesto E. Abety, President/CEO
This Contract is not valid until it has been signed by both parties.
Contract #:506-144 25