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HomeMy WebLinkAboutExhibit 1COST REIMBURSEMENT SUBCONTRACTOR AGREEMENT Between Miami/Miami Dade Weed & Seed, Inc. And City of Miami This is a cost -reimbursement subcontractor agreement, hereinafter, "Agreement", between Miami/Miami Dade Weed & Seed, Inc., hereinafter, "Weed and Seed", and the City of Miami hereinafter, "City of Miami" for the performance of services through the City of Miami's Mayor's Office on .Miami Dade Project Safe Neighborhoods Collaborative, hereinafter, "Project" I. SCOPE OF AGREEMENT. The City of Miami through its Mayor's Office shall provide the necessary personnel, equipment, facilities and supplies to perform the services described in the Memorandum of Understanding signed on the 25'1' day of August, 2003. These services include: Initiate and implement "PSN Faith Sunday" activities in local churches Print Church bulletins that include the PSN gun -violence prevention message for distribution in local churches during PSN Faith Sunday events • Print and/or copy other PSN gun -violence prevention flyers for hand to hand distribution at churches Promoting the PSN gun -violence prevention message during the Mayor's Address to the City on Christian radio & public TV Educate the faith community about the PSN gun -violence prevention initiative •;• II. REPORTS AND DELIVERABLES. The City of Miami through its Mayor's Office shall submit performance reports as mutually agreed between Weed and Seed and the City of Miami and incorporated in the Memorandum of Understanding, appended as Exhibit B. Final performance, invention, property, invoices and/or financial reports shall be submitted within thirty (30) days of the end date stated in section III. III. PERIOD OF PERFORMANCE. Performance of this Agreement shall begin as of October 1, 2005 and shall not extend beyond the estimated completion date of September 30, 2006 unless further extended by amendment of this Agreement, which shall be in writing and signed by all parties to this Agreement. IV. COST PRINCIPLES AND ALLOWABLE COSTS. The City of Miami's costs under this Agreement must comply with the following principles: • Allowable - costs must be reasonable and necessary for the performance of the Project. • Relevant - costs must bear a direct relationship and directly benefit the performance of the Project • Consistent - costs must be given consistent treatment through application accepted accounting principles appropriate to the circumstances. • Conformance - costs must conform to any limitations or exclusions set forth (see Attachment I), Federal laws, State or local laws, sponsored agreements regulations as to types or amounts of cost items. • Allocation- costs must be net of applicable credits. of those generally in federal circulars or other governing PSN/City of Miami Cost Reimbursement Subcontractor Agreement V. METHOD OF PAYMENT. The parties agree that this Agreement shall be paid through the reimbursement process as established by Weed and Seed, and based on the services approved under this Agreement and when documentation of services is provided (i.e. sign -in sheets, activity logs, and l not e advance nts and is not so undertan circumstances. ircudocun stanCe . It is understoodd and Seed land agreeddbetween the parties hereto that Weed ated andto do S Seed so any cu-cumstan funds the City of Miami in whole or part, with Federal funds. The total of this Agreement shall not exceed Fifteen Thousand Dollars ($15,000.00 )for the period stated in Section III. Reimbursement by Weed and Seed will be in accordance with the City of Miami's budget as submitted by the City of Miami Mayor's Office and approved by Weed and Seed and attached hereto as Exhibit C and provided that: 1. Total costs do not exceed the total amount stipulated in this Agreement; and 2. Such costs are incurred in accordance with the applicable cost principles and the City of Miami's established policies and procedures. Weed and Seed shall not, in the absence of a formal amendment to this Agreement, be obligated to reimburse the City of Miami for costs in excess of the total amount specified in this section and the budget attached as Exhibit C. Weed and Seed 's Finance Department will issue and mail the check directly to City of Miami Mayor's Office at the address listed on page one (1) of this Agreement, unless otherwise directed, in writing, by the City of Miami. The parties agree that the processing of a payment request from date of receipt shall take a minimum of thirty (30) days and a maximum of forty-five (45) days from receipt, if supporting documentation/invoices are properly documented. If supporting documentation/invoices are not in compliance with the guidelines established by Weed and Seed for reimbursement purposes, Weed and Seed shall notify the City of Miami within seven (7) days of receipt of the payment request. The City of Miami's Employer Identification Number (E1N) will serve as the subcontractor account number used by Weed and Seed to identify your agency. This number must be included in all invoices and other documentation submitted by your agency. Weed and Seed will make payment on all invoices submitted in accordance with the terms of this Agreement. The final invoice, clearly marked FINAL, must be submitted no later than thirty (30) days after the termination of this Agreement. Weed and Seed's payment of the final invoice shall constitute complete satisfaction of all of Weed and Seed's obligations under this Agreement and releases and discharges Weed and Seed from all further claims and obligations under this Agreement. In the event that the City of Miami does not submit a final invoice within thirty (30) days of the end of this Agreement, any remaining dollar balance in the Agreement will revert to Weed and Seed. Upon expiration or termination of this Agreement, the City of Miami through its Mayor's Office shall submit a final report summary to Weed and Seed no more than thirty (30) days after the expiration or termination of this Agreement. Weed and Seed shall have the sole discretion in determining if the City of Miami is entitled to such funds and Weed and Seed's decision on this matter shall be binding. Funds, which have been properly obligated by the end of the funding period, will have thirty (30) days in which to be liquidated (expended). Any funds not liquidated at the end of the 30-day period will lapse and revert to Weed and Seed, VI. GRANT -RELATED INCOME. The City of Miami agrees to utilize any grant -related income received in connection with this Agreement to offset expenditures of the Project unless the award PSN/C'ity of Miami Cost Reimbursement Subcontractor Ag P ge t specifies a different method of use. The City of Miami further agrees to maintain appropriate records on the receipt and utilization of such income and to include this information in the invoices submitted to Weed and Seed in order to enable Weed and Seed to fulfill its responsibility under the Agreement. VII. AUTHORIZED OFFICIALS AND NOTICE ADDRESSES:MIAMI/MIAMI-DARE WEED AND SEED, INC. THE CITY OF MIAMI Agency: Mayor's Office Name:Lisa Martinez Title: Senior Administrative Assistant Address: 3500 Pan American Drive City, State Zip: Miami, Florida 33133 Telephone: 305-250-5300 Fax Number: 305-250-5410 E-mail Name: David Chiverton Title: Executive Director Address: 100 N.E. 84t Street, Suite 250 City, State Zip: Miami, Florida 33138 Telephone: 305-751-4866 Fax Number: 305-751-6398 Email: david chiverton@weedand seed.com *A change in the City or Miami Mayor's Oftice authorized representative requires prior written approval of Weed and Seed, With A Copies To: City Attorney Office of the City Attorney City of Miami Miami Riverside Center 444 S.W. 2id Avenue, 9tt' Floor Miami, Florida 33130 City Manager Office of the City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 VIII. ACCOUNTS, RECORDS and AUDITS. The City of Miami shall maintain records and accounts necessary to assure a proper accounting of the funds awarded under this Agreement. Weed and Seed and/or the awarding agency, or any of their duly authorized representatives, shall have access to any books, documents, computer and paper records of the City of Miami, as they relate to funds awarded and expended under this Agreement and which are directly pertinent to this Agreement. Such access to documents and records will be for the purpose of conducting audits, examinations, excerpts and transcriptions until the expiration of three (3) years after the end of the budget period, or longer, if stipulated. If an audit begins, such documents and records must be maintained until the audit is completed and all resulting questions are resolved. The City of Miami assumes sole responsibility for reimbursement to Weed and Seed or to the federal state, local government or private agency, whichever is appropriate, of a su m of fines money equivalent related too the the amount of any expenditure disallowed or rescinded, plus any penalties disallowance. Disallowances can be the result of an adverse finding due to an audit, examination or inquiry performed under current regulations or requested by Weed and Seed, the funding agency, or any other authorized agency. Adverse findings are generally due to expenditures made not deemed in compliance with the applicable cost principles and/or regulations of the funding agency, the provisions of the Agreement and/or the award. Amounts rescinded can be the result of actions of Weed and Seed. PSN/City of Miami Cost Reimbursement Subcontractor Agreement e P4 The City of Miami through its Mayor's Office shall furnish Weed and Seed with monthly progress reports on the status of the objectives. These reports are due on the 10th day of each month. One (1) final written report on the achievement of the goals as outlined in the Scope of Services, is required within (30) days of program completion. The data should be quantified when appropriate. The City of Miami agrees to permit Weed and Seed and other authorized personnel to evaluate the program that is the subject of this Agreement. Weed and Seed shall monitor both fiscal and programmatic compliance entities to conduct site visits, student/client assessment surveys, and other techniques deemed reasonably necessary to fulfill the monitoring function. A report of Weed and Seed's findings will be delivered to The City of Miami through its Mayor's Office, and The City of Miami through its Mayor's Office will rectify all deficiencies cited within the period of time specified in the report. If such deficiencies are not °corrected Coinuathon oin le f thiscified Agreementor�fut reld Seed funding say suspend depe dent payments or terminate this Agreement. upon satisfactory evaluation conclusions. As a condition of receiving this Agreement, the City of Miami acknowledges that federal or state awarding agency, their audit agencies, and Weed and Seed's auditors and/or internal auditors may be granted access to records and documents of the City of Miami and the City of Miami auditors work papers as necessary to comply with audit requirements as stated in the next section. IX. PUBLICITY: The City of Miami agrees that events, activities, and programs funded by this Agreement shall recognize Miami/ Miami -Dade Weed and Seed as the lead entity and the primary funding source. This is to include, but is not limited to, all posted signs, pamphlets, wall plaques, cornerstones, dedications, notices, flyers, brochures, new releases, media packages, promotions, and stationary. All signs to be posted that relate to Project Safe Neighborhoods activities must have prior approval by Weed and Seed. X. BREACH. A breach by the City of Miami shall have occurred under this Agreement if: (I) the City of Miami fails to provide the services as outlined in the Scope of Services within the effective term of this Agreement; (2) the City of Miami ineffectively or improperly uses Weed and Seed funds allocated under this Agreement; (3) the City of Miami fails to submit, or submits incorrect or incomplete proof of expenditures to support disbursement requests, or fails to submit or submits incomplete or incorrect required reports; (4) the City of Miami fails to correct deficiencies found during a monitoring, evaluation or review within the specified time; (5) the City of Miami fails to fulfill in a timely and proper manner any and all of its obligations, covenants, agreements, and stipulations in this Agreement. Waiver of breach of any provision in this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. XI. TERMINATION Weed and Seed may terminate this Agreement by giving a written notice to the City of Miami of such termination and specifying the effective date thereof at least five (5) working days before the effective date of termination. In the event of termination, Weed and Seed may: (a) seek reimbursement of Weed and Seed funds allocated to the City of Miami under this Agreement; and (b) terminate or cancel any other contracts entered into between Weed and Seed and the City of Miami. The City of Miami shall be responsible for all direct and indirect costs associated with such termination, including attorney's fees. Weed and Seed may suspend payment in whole or in part under this Agreement by providing written notice to the City of Miami of such suspension, and specifying the effective date thereof, at least five (5) days before the effective date of suspension. If payments are suspended, Weed and Seed shall specify in writing the actions that must be taken by the City of Miami as condition precedent to resumption of payments, and shall specify a reasonable date for compliance. PSN/City of Miami Cost Reimbursement Subcontractor Agr ement Within thirty (30) days after termination, the City of Miami shall submit a final invoice to Weed and Seed for review and upon approval by Weed and Seed and subsequent submission of the invoice to the finance department, Weed and Seed shall promptly make payment to the City of Miami of the amount due. XII. ASSIGNMENT. This Agreement may not be assigned by the City of Miami in whole or in part without the prior written consent of Weed and Seed. XIII. LIABILITY. Subject to the limits of Section 768.25, F.S., and all applicable laws, the City of Miami shall defend, indemnify and hold harmless Weed and Seed from any claim or damage for personal injuries or property damage arising front the negligent ffice, its e act, employeesomission r ge or performance, or failure of performance of the City of Miami, the Mayor's s. A letter of self-insurance from the City of Miami shall be supplied to Weed and Seed upon execution of this Agreement. XIV. CLASSIFIED, RESTRICTED AND PROPRIETARY DATA. Weed and Seed agrees to apprise the City of Miami in writing as to any information or items made available as part of this Agreement, which is classified, restricted or proprietary data either in United States Government classifications or according to Weed and Seed's classification. The City of Miami agrees that any such classified, restricted or proprietary data will not be disclosed to other parties without express approval, in writing, from Weed and Seed. The City of Miami further agrees that any such material, if furnished, will be returned to Weed and Seed at its request or upon termination of this Agreement. XV. APPLICABLE LAW. This Agreement shall be governed by and in accordance with the laws of the State of Florida. XVI. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS. This Agreement and attachments hereto contain the entire Agreement between the two parties. All modifications must be in writing and signed by the Authorized Representatives AND the Authorized Officials of Weed and Seed and The City of Miami. No oral agreements or conversation with an officer or employee of either party shall affect or modify any of the terms and conditions of this Agreement. THE CITY OF MIAMI, a Municipal MIAMI/MIAMI DADE WEED & SEED, INC., Corporation of the State of'Florida a Florida Non -Profit Corporation Authorizing Official Signature Authorized Representative Signature Joe Arriola, City Manager David Chiverton, Executive Director Date: Date: ATTEST: ATTEST: Priscilla A. Thompson, City Clerk Date: Corporate Secretary's Signature Name: Date: Authorized Representative Signature Authorizing Official Signature Lisa Martinez Name:: Senior Administrative Assistant TitleDate: Date: PSN/City of Miami Cost Reimbursement Subcontractor Agreement Page 6 APPROVED AS TO INSURANCE Notary Republic REQUIREMENTS: Dania F. Carrillo Risk Management Administrator APPROVED AS TO FORM AND CORRECTNESS: Jorge L. Fernandez City Attorney Signature Printed Name (Seal) Date: