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HomeMy WebLinkAboutExhibit 1PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami And Museum of Science, Inc. FOR Out -of -School Parks Grant 2005-06 This Professional Services Agreement (the "Agreement"), dated January 18 2006, but made effective as of 15t day of August, 2005 (the "Effective Date"), by and between the City of Miami, a municipal corporation of the State of Florida, having offices at 444 SW 2nd Avenue, Miami, Florida 33130 (hereafter referred to as the "City") and Museum of Science, Inc. , a Florida not -for -profit organization (hereinafter referred to as "Provider") located at 3280 South Miami Avenue, Miami, Florida 33129 in relation to the City's Out -of -School Parks Grant 2005-06, and the City's Contract, dated December 28th, 2005, but also effective as of August 1, 2005 (the "Trust Contract") with 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 33132, and states, conditions and covenants for the rendering of services to children and families (hereafter referred to as "Services") for the City pursuant to the Trust Contract. RECITALS: WHEREAS, Miami -Dade County Ordinance 02-247 authorizes The Trust to provide for the health, development and safety of children and families throughout Miami - Dade County; and WHEREAS, City of Miami Resolution No. 05-0452, adopted by the City Commission on July 28th, 2005 recognizes the request from the City's Department of Parks and Recreation regarding its Out -of -School Parks Programs and authorizes the City Manager to accept a grant in the amount of $69,731.00 from The Trust to establish and to fund the Out -of -School Parks Grants during the 2005-2006 school year and to execute the necessary documents to implement the acceptance of the grant award (the "Out -of -School Parks Grant 2005-06"); and WHEREAS, the City through its Department of Parks and Recreation provides and/or develops or agrees to require the third -party not -for -profit organizations listed on Attachment A to the Trust Contract to provide and/or to develop services of value to The Trust and to children and families of Miami -Dade County and within the City as more specifically set forth in the Trust Contract and in this Agreement, and has demonstrated an ability to provide these services or to require these services to be provided through other not -for -profit organizations as indicated in Attachment A to the Trust Contract and made a part hereof by this reference; and Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department WHEREAS, Provider is listed on Attachment A to the Trust Contract to provide hands-on technology and science activity services to the City and the Trust at Shenandoah, Duarte, Jose Marti, Williams, and African Square parks as the primary locations of such services for the Out -of -School Parks Grant 2005-06 and in an amount not to exceed Sixty -Nine Thousand Seven Hundred and Thirty -One Dollars and Zero Cents ($69,731.00) for such services; and WHEREAS, The City desires that Provider provide those services and the Provider • desires to provide such services for the Out -of -School Parks Grant 2005-06; and WHEREAS, The Trust has appropriated funds for the proposed services and the Trust has provided such funds to the City for the Out -of -School Parks Grant 2005- 06: NOW, Therefore, in consideration of the mutual covenants recorded herein, the parties hereto agree as follows: Section 1. Scope of services The Provider agrees to render services in accordance with the scope of services and evaluation measures incorporated and attached to the Trust Contract and attached hereto as Attachment A. The Provider will implement the scope of services as described in Attachment A in a manner deemed satisfactory to the City and 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), the City Manager, and Provider. The amended scope of services, subject to approval by the CEO and the City Manager, must be submitted sixty (60) days prior to the expiration of the Agreement. Section 2. 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 Agreement and/or its attachments, the language of this Agreement and/or its attachments shall control. B. Provider obligation to provide services proposed Provider agrees to provide to The Trust and to the City through this Agreement the program and services described in the City's and Provider's response to the Request for Proposal. If there is a conflict between the program and services proposed and Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department the program and services described in this Agreement and/or its attachments, the language of this Agreement 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 the Trust Contract related to this Agreement. The transition schedule and procedures will be communicated by the Trust in writing to the City at least thirty (30) days prior to the implementation of a quality improvement agency. The transition schedule and procedures will be communicated by the City in writing to Provider at least thirty (30) days prior to the implementation of a quality improvement agency. Section 3. Effective term A. Initial Agreement Period Both parties agree that the initial effective term of this Agreement shall be from August 1, 2005 to July 31, 2006. B. Agreement renewal options Any renewal of this Agreement by the City may be contingent upon a corresponding renewal by the Trust of the Trust Contract with the City. Depending upon any renewal of the Trust Contract by the Trust and upon the City's other funding contingencies. this Agreement may be renewed for a term equal to the term of the initial Agreement for up to three (3) years. Exercise of the renewal option for the Trust Contract is at the sole discretion of The Trust; however, exercise of the renewal of this Agreement with Provider is at the sole discretion of the City 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 City's sole discretion; and 3. The availabilityof funds from The Trust and from the City. Both The Trust and the City are 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 sixty (60) days before the Agreement period expires will notify the City of its intent to renew the Trust Contract. The City, at least thirty (30) days before this Agreement period expires, will notify Provider of its intent to renew the Agreement. The Trust Contract renewal amounts will be negotiated and approved at least thirty (30) days prior to any Trust Contract renewal. Any Agreement Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department renewal amounts will be negotiated and approved at least thirty (30) days prior to any Agreement renewal. Section 4. Amount Payable and Contingency Clause Subject to available funds, the maximum amount payable for services rendered under this Agreement shall not exceed Sixty -Nine Thousand Seven Hundred and Thirty -One Dollars and Zero Cents ($69,731.00). Both parties agree that should available funding to The Trust and to the City be reduced: A) the amount payable under the Trust Contract may be proportionately reduced at the sole option of The Trust with a proportionate reduction in the scope of services and the City may proportionately reduce at the sole option of the City the amount of funding and the scope of services in any related agreement(s) with any not -for -profit organization(s) providing services as indicated in Attachment A, including the amount of funding and the scope of services relating to Provider under this Agreement; or B) this Trust Contract may be terminated atthe sole option of The Trust and the City's agreement(s) with any not -for -profit organization(s) providing services indicated in Attachment A, including the services of Provider under this Agreement, may be terminated at the sole option of the City. Should funding to the Trust cease or be reduced the Trust Contract may be terminated at the sole discretion and option of The Trust. Should funding to the City cease or be reduced, this Agreement may be terminated at the sole discretion and option of the City. Should the Trust Contract be terminated by the Trust, the City's agreement(s) with any not -for -profit organization(s) provided services indicated in Attachment A, including this Agreement, may be terminated at the sole discretion and option of the City. Both The Trust and the City are prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the agreement. Additionally, funding for this Agreement is contingent on the availability of funds and continued authorization for program activities by the City 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 written notice. The City shall not be liable for any cost, fee, reimbursement expense or other liability to Provider beyond the amount of funding for Provider's services hereunder that the City receives from the Trust under the Trust Contract. Section 3. Fundina terms and conditions A. Unit-based/cost Reimbursement The parties agree that this is a unit-based/cost reimbursement Agreement, and the Provider will be paid based on actual expenditures of Provider for the services as indicated in Attachment A. 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 and by the City. The City will review Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department the actual attendance records on a quarterly basis and 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 this Agreement and the_T-ust Cantract, the Trust may amend the Trust Contract and the City may amend this Agreement to reduce the amount of dollars representing the number of units not provided by Provider. 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 Trust Contract. Any delay in amendment by the City is not deemed a waiver of the City's right to amend or seek reimbursement for units not provided in accordance with this Agreement. Provider attests to the City that no other reimbursement is available or used for invoiced units of services unless expressly authorized by The Trust and the City. B. Administrative costs In no event shall The Trust and the City fund Provider's 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 City and The Trust. C. Advance payment 1. Advance payment requests Under the Trust Contract, The Trust offers advance payments only in exceptional cases. After award of the Trust Contract, the City would have five (5) business days to request an advance payment from the Trust on behalf of Provider. The request from Provider to the City should include the amount requested and the justification(s) for that amount. The Trust limits advance payments to 15°/0 of the total Trust Contract amount, All advance payment requests from Trust funds through the City must be approved in writing by The Trust's CEO and by the City Manager and the Out -of -School Parks Grant 2005-06 project manager for the City. 2. Advance payment invoice In connection with Trust funds advanced under the Trust Contract, Provider must submit to the City within thirty (30) calendar days of any advance to Provider an "advance invoice" providing disclosure of actual expenditures paid by or charged to the advanced Trust funds. Under the Trust Contract, within sixty (60) calendar days of receipt of an advance from the Trust, the City would submit an "advance invoice" providing disclosure of actual expenditures paid by or charged to the advanced funds to not -for -profit organizations Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department providing services in connection with the Trust Contract. Both Provider's "advance invoice" and the Cfty's "advance invoice" must conform to the payment requirements outlined in Section 18, Payment Procedures, of this Agreement and Section XVIII of the Trust Contract. Provider's "advance invoice" amount shall not exceed the advance payment amount to Provider. Provider's "advance invoice" amount is less than the advance amount paid to Provider, The Trust and the City 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 Agreement. A final budget revision must be submitted sixty (60) days prior to the expiration of the Agreement. No budget revision may exceed the maximum Agreement amount. Budget revisions must be requested in writing and be approved in writing by the Trust Contract manager and Chief Financial Officer of. The Children's Trust and by the City Manager and the Out -of -School Parks Grant 2005-06 project manager for the City. E. No direct payment of subcontractors by the Trust In no event shall The Trust directly advance funds to any subcontractor, including Provider. All payments to Provider shall be paid directly by the City to Provider. F. Access to records prior to funding At the respective options of The Trust and/or the City, upon demand within thirty (30) days prior to funding any program or service, the Provider shall allow The Trust and/or the City 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 Agreement. The Trust and/or the City, as applicable, shall not disburse any funds until the Trust and/or the City, as applicable, are allowed to evaluate Provider's fiscal and management systems. Failure to allow such evaluation may result in termination of this Agreement. The Trust and the City reserve the right to evaluate the Provider's fiscal and personnel systems at any reasonable time throughout the course of this Agreement. G. Prohibitions and limitations on use of funds 1. Payment is limited to agreed services The Provider shall use funds provided under this Agreement solely for the provision of services described in Attachment A. The Provider shall not use funds provided under this Agreement to support other programs or services provided by Provider under a different agreement. Provider shall not carry over the funds provided under this Agreement to a new Agreement or amendment without the express written permission of the Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department City hereunder and of The Trust pursuant to the Trust Contract. Services funded under this Agreement shall only be in addition to services already provided without assistance under this Agreement. Both the.City and the Trust, as applicable, shall have the right to require Provider to repay any payment made in error by the Trust or by the City based upon information from Provider. This section shall survive the termination of this Agreement and/or the Trust Contract, as applicable. 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 Agreement and of the Trust Contract. 3. No Double Payments Provider's costs or earnings claimed under this Agreement may not also be claimed under another agreement or grant from The Trust, the City, or any other agency. Any claim for double payment by Provider shall be considered a breach of this Agreement. Provider shall be required to repay any double payment made in error based upon information from Provider. Such rights to repayment(s) shall survive the termination of this Agreement and the Trust Contract. 4. Use of cost allocation methodology Provider attests to The Trust and to the City that no other reimbursement is available or used for invoiced services unless expressly authorized by The Trust under the Trust Contract and by the City hereunder. 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 City and/or The Trust upon request. Provider shall report to the City such fees, reimbursement, compensation, or funding for such payments received which will be deducted from Provider's invoices to the City. 5. Religious purposes The Trust funds and City funds shall not be used for purposes of religious proselytizing. 6. Lobbying The Provider shall not use any funds provided under this Agreement for Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department lobbying federal, state or local legislators. Violations of this section shall be considered a breach of the Trust Contract and of this Agreement, as applicable. 7. Adverse action or proceeding Provider shall not utilize the funds provided under this Agreement or any other The Trust funds or City funds to retain any legal counsel for any action or proceeding against The Trust and/or the City, as applicable, or any of their respective agents, employees or officials. Provider shall not utilize the funds provided under this Agreement or any other The Trust funds or City funds to provide legal representation, advice or counsel to any person in any action or proceeding against The Trust and/or the City, as applicable, or any of their respective agents, employees or officials. 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 as funded through the City 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 and the City to tag the asset and to receive all information regarding the equipment. Provider must maintain a record- of the capital equipment purchased with funds provided by The Trust through the City. When the Provider is no longer funded by the Trust through the City, 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 Trust 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. Section 6. Representations and acknowledgments A. Appropriate staff and Provider qualifications 1. Provider represents to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) the services will be performed in the manner, at such times, and for the budgeted amounts described in Exhibit "A", and (iv) each person executing this Agreement on behalf of Provider has been duly Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department authorized to so execute the same and fully bind Provider as a party to this Agreement. 2. Provider represents that all persons delivering the services required by this Agreement 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 City's and The Trust's satisfactions. Provider further represents that all persons delivering services required by this Agreement have complied with all local, state and federal requirements, including but not limited to background screening requirements and licenses. Provider certifies that all such individuals are qualified and approved for providing services herein. 3. Provider's contact person for the services under this Agreement shall be Judy Henry, Project Director. Provider shall give at least thirty (30) days advance written notice to City of any intent to change Provider's contact person and shall provide at that time to the City pertinent information about the new Provider contact person. In the 'event that the Provider changes the contact person, it is the intent of the parties to this Agreement that the City should not be penalized by such change and that Provider will work with the City for a smooth transition that will not interrupt the services to be provided pursuant to this Agreement. 4. Provider shall at all times provide fully qualified, competent and physically capable employees to perform the services under this Agreement. The City may require Provider to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. Each of Provider's employees shall have and wear proper identification at all times while providing the services under this Agreement. B. Best practices Provider shall perform its duties, obligations, and services under this Agreement 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 City and The Trust shall be comparable to local, state and national best practice standards. C. Children with disabilities and their families Provider understands and acknowledges that the City and The Trust expect 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 Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department possible. D. Award of Agreement Provider represents 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, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the receipt of an award of this Agreement. E. No Conflict of interest Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Provider hereby certifies to City that individuaI member of Provider, no employee, no subcontractor, and no subconsultant under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Provider hereby represents and warrants to the City that throughout the term of this Agreement, Provider, its employees. Its subcontractors and its subconsultants, if any, will abide by this prohibition of the City Code. F. No Third -Party Beneficiary No persons other than the Provider and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement G. Truth -In -Negotiation Certification, Representation and Warranty Provider hereby certifies, represents and warrants to City that on the date of Provider's execution of this Agreement and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Provider under this Agreement are and will continue to be accurate, complete, and current. H. Other acknowledgments Information, guidance and technical assistance offered by the City staff, The Trust staff, or any other person or entity, whether written or verbal, in no way constitute a guarantee of execution of this Agreement by the City or of the Trust 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 Agreement (included, but Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department 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 City and The Trust when evaluating any future funding requests by Provider. Section 7. Indemnification tiv Provider Provider shall indemnify, defend, hold harmless and release The Trust and the City and their respective employees, agents, and instrumentalities (collectively, the "Indemnitees") from any and ail liability, losses, costs, penalties, fines, claims, expenses, or damages, including attorneys' fees and costs of defense, which The Trust, the City or their respective 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 or non-performance, action or inaction, failure, noncompliance, or omission of the services and other responsibilities and duties of Provider by virtue of this Agreement and/or by Provider's employees, agents, servants, partners, principals, consultants or subcontractors, if any. Provider shall pay all claims and losses in connection herewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of Provider, the City, and/or The Trust, as applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Provider acknowledges and agrees that any insurance protection required by the City and/or The Trust in relation to this Agreement or otherwise provided by Provider shall in no way limit Provider's responsibility to indemnify, keep and save harmless, release and defend the City, The Trust, and their respective officers, employees, and agents intended by this Agreement and by the Trust Contract. Provider expressly agrees to indemnify, defend, and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subconsultants or subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider further agrees to indemnify, defend, and hold harmless the. Indemnitees form and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to Provider's performance under this Agreement, compliance with which is left by this Agreement to provider, and (ii) any and ail claims, and/or suits for labor and materials furnished by Provider or utilized in the performance of this Agreement or otherwise. This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida Statutes. Provider's obligations to indemnify, defend, and hold harmless the Indemnitees shall survive the termination of this Agreement. Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department Provider understands and agrees that any and all liabilities regarding the use of any subconsultant or subcontractor for Services related to this Agreement shall be borne solely by Provider throughout the duration of this Agreement and that this provision shalt survive the termination of this Agreement. All provisions of this Section 7 on indemnification shall survive the expiration or termination of this Agreement and/or the Trust Contract, as applicable. Section 8. Ownership and indemnification of intellectual property rights subject to Florida Statutes, Chapter 119 Public Records Law and Florida Statutes Section 768.28 A. Ownership of intellectual property rights The parties understand that this Agreement is subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records. Accordingly, to the extent permitted by Chapter 119, Florida Statutes, The Trust retains sole ownership of intellectual property developed under this Agreement pursuant to the Trust Contract and funded by Trust funds. Any data, reports, drawings, documents or other information provided by the Provider to the City and/or 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 City at all times. Notwithstanding the foregoing, The Trust and Provider may access, use, assemble and disseminate such data for reporting compliance and statistical purposes, provided that Provider otherwise complies, to the extent permitted by Chapter 119, Florida Statutes, with the confidentiality obligations below. B. Licensing of intellectual property rights It is the responsibility of the Provider to pay all required licensing fees, if any, if intellectual property owned by other parties is incorporated into the products required under this Agreement. Such licensing should be in the exclusive name of The Trust only if Provider uses any funds provided by the Trust through the City to pay for such required licenses. However, should Provider make payment for any such licensing fees or costs arising from the use of others' intellectual property rights from funds not provided by the Trust under this Agreement, then licensing shall be in the exclusive name of Provider. C. Indemnification regarding intellectual property Provider shall indemnify and hold harmless the City, The Trust and their respective officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which its officers, Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department employees, agents or instrumentalities may incur as a result of 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 Agreement. Neither The Trust nor the City, nor Provider may use any design, device, materials or works covered by letters, service marks, and trademark, patent, copyright or any other intellectual property rights manufactured or used in the performance of this Agreement. It is mutually agreed and understood without exception that such use is outside the scope and terms of this Agreement and of the Trust Contract and would be deemed a breach thereof. 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 City, The Trust or Provider, as applicable and where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Section 9. Insurance A. Minimum insurance requirements for not -for -profit organizations: certificates of insurance Provider shall furnish to the City of Miami, Department of Risk Management, 444 S.W. 2nd Avenue, 9t'' Floor, Miami, FL 33130 upon execution of this Agreement and upon any and all renewals hereof, Certificate(s) of Insurance which indicate that insurance coverages have been obtained which meet the requirements as outlined below: 1. Workers' Compensation Insurance for all employees of the Provider as required by Florida Statute 440; 2. Comprehensive general liability insurance in an amount not Tess than $500,000 combined single limit per occurrence for bodily injury and property damage. The City 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 vehicles 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 City must be designated and shown as an additional insured with respect to this coverage. Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department B. Classifications and ratings for not -for -profit organization coverages All insurance policies required above from Provider shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: I. 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 City'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 for not -for -profit organization coverages All insurance certificates from Provider will indicate that no modification or change in insurance shall be made without thirty (30) days advance notice to the certificate holders. All certificates must be submitted to the City's Risk Management Department , The City's Risk Management Administrator shall have the rights to review said certificates and to require updating of types and amounts of coverages provided by Provider upon any renewal of this Agreement, if any, and any corresponding renewal, if any, of the Trust Contract. NOTE: THE CERTIFICATE HOLDER MUST READ: The City of Miami Department of Risk Management 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Compliance with the foregoing requirements shall not relieve Provider of liability and obligation under this section or under any other section of this Agreement and/or the related Trust Contract, D. Duration of not -for -profit organization insurance Provider shall be responsible for assuring that the insurance certificates required in conjunction with this Agreement remain in force for the duration of the Agreement period; including any and all renewal periods, extensions, and/or additional phases or work that may be granted to and/or by the Provider in accordance with this Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department Agreement and the related Trust Contract, if applicable. If insurance certificates are scheduled to expire during the Agreement period, Provider shall be responsible for submitting new or renewed insurance certificates to the City 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 Agreement period, the City shall suspend this Agreement with Provider until such time as the new or renewed certificates are received by the City; provided, however, that this suspended period does not exceed thirty (30) calendar days. If such suspension exceeds thirty (30) calendars days, The Trust may and/or the City may, terminate for cause the portion of the services in Attachment A to this Agreement and to the Trust Contract which are being provided by Provider and may seek re -procurement damages from Provider. E.Failure by not -for -profit organization to provide certificates of insurance If Provider fails to furnish the City and/or the Trust with certificates or written verification required under this section or as determined by The Trust's Risk Management Division and/or the City's Risk Management Administrator after review of the scope of services (Attachment A), The Trust and the City shall not disburse any funds until both are provided with the necessary certificates of insurance or written verification. Failure to provide the certificates of insurance or written verification upon execution of the Agreement. with Provider may result in termination of all or any part of the grant award from the Trust to the City or all or any part of the Trust funding through City to Provider. Section 10. Conditions of award Provider agrees that it has met or will meet all of the following conditions of award. Failure to satisfy any of the following conditions of award may result in termination of this Agreement or any part of the grant award from the Trust to the City or all or any part of the Trust funding through the City to Provider. A.Programmatic conditions of award 1. Licensure Upon execution, if Provider is required by the State of Florida or Miami -Dade County or the City of Miami to be licensed or certified to provide the services or operate the facilities outlined in the scope of services (Attachment A), then Provider shall keep on file ail required current licenses or certificates. Provider shall be responsible for assuring that licenses required by the State of Florida or Miami -Dade County or the City of Miami remain in force for the duration of the Agreement period, including any and all renewal periods and/or additional phases or work that may be granted to the Provider in accordance with this Agreement and/or the related Trust Contract. Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department 2. Fire inspection certificate If Provider is required by the State of Florida, Miami -Dade County, the City of Miami, or arty other municipality to have a service site Fire Inspection Certificate, Provider shall keep on file the most recent inspection certificate within ten (10) days of execution of this Agreement and/or the related Trust Contract. 3. Health inspection certificate If Provider is required by the State of Florida, Miami -Dade County, the City of Miami, or any other 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 Agreement and/or the related Trust Contract. 4. Employee background screening a. In accordance with Sections 984.01(2)(a), 985.01(2)(a), and 39.001, Florida 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 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 City on behalf of the Trust with a copy of its policy regarding employee background screening within ten (10) days of execution of this Agreement and/or the related Trust Contract. c. Provider shall retain all records demonstrating compliance with the background screening required herein for not Tess than three (3) years beyond the last date that all applicable terms of this Agreement and/or the related Trust 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 City and The Trust. a. The Internal Revenue Service (I.R.S.) tax status determination letter; Form of PSA with not -for -profit organizations O1/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department b. 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; c. 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 respective policies on non- discrimination, equal opportunity and/or affirmative action, Americans with Disabilities Act, and drug -free workplace. Section 11. 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 Trust, the City or the Provider or of any other not -for -profit organization 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 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 all or any portion of the Trust Contract and the City shall have the right to terminate any corresponding agreement(s) with any not -for -profit organization providing services as indicated in Attachment A, including this Agreement with Provider. 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, Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department The Trust will conduct no further business with the Provider and the City shall have the right to take any and all actions and measures permitted to the City by law. If any not -for -profit organization or any owner, subsidiary, or other firm affiliated with or related to such not -for -profit organization, is found by the responsible enforcement agency or courts to be in violation of these laws, the Trust will conduct no further business with such not -for -profit organization and the City shall have the right to take any and all actions and measures permitted to the City by law. B. Family medical leave Provider agrees and states 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 all or any portion of this Agreement and all or any portion of the related Trust Contract. C. Domestic violence leave The Provider agrees and states 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 all or any portion of this Agreement and all or any portion of the related Trust Contract. D. Florida clean indoor air act Provider agrees and states 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 Agreement will 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 or the City, may not submit a bid on a Agreement with The Trust or. the City for the construction or repair of a public building or public work, may not Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department submit bids on leases of real property to The Trust or the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with The Trust or the City, and may not transact any business with The Trust or the City 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 all or any portion of this Agreement and/or all or any portion of the related Trust Contract and recovery of all monies paid hereto,, and may result in debarment from The Trust's and/or the City's competitive procurement activities. Any not -for -profit organization in violation of this section shall hold the Trust and the City harmless from any and all actions in law and/or equity. F. Living wage Provider agrees to comply with Miami -Dade County's Living Wage Ordinance (§2-8, 9 of Miami -Dade County Code) if it has contracted with The Trust or for funding from the Trust through the City 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 Agreement and the related Trust Contract, as applicable, 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 Agreement and any related Trust Contract and in connection with its obligations hereunder. Section 12. 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) and to the City. As required by Chapters 39 and 415, Florida Statutes, this is binding upon both the Provider and its employees. Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department 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 Agreement or arising out of the performance of this Agreement. The Provider shall provide written notification of the incident together with a copy of the incident report to the City within three (3) working days. The Provider shall provide written notification to the City, within seven (7) days, if any legal action is filed as a result of such an injury. Each'not-for-profit organization providing any written notification hereunder to the Trust shall also provide written notification at the same time to the City. 2. Sexual harassment 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, as applicable, a Provider employee and the Provider has knowledge thereof. Provider shall provide written notification to the City within three (3) working days if such an allegation is made. The Provider shall provide written notification to the City, within seven (7) working days, if any legal action is filed as a result of such an alleged incident. Each not -for - profit organization providing any written notification hereunder to the Trust shall also provide written notification at the same time to the City. 3. Civil rights violation Provider shall provide written notification to the City within three (3) working 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 Agreement. Each not -for -profit organization providing any written notification hereunder to the Trust shall also provide written notification at the same time to the City. Section 13. Notices It is understood and agreed that all notices pursuant to this Agreement shall be in writing and sent by certified mail to the addresses for each Party appearing on page one of the Agreement. It is the Provider's responsibility to advise the City and the Trust in writing of any changes in name, address and/or telephone number. Section 14. Autonomy Both parties agree that this Agreement recognizes the autonomy of and stipulates or implies no affiliation between the contracting parties. It is expressly understood and intended that (1) the Provider is only a recipient of funding support and is not an agent or instrumentality of the City, and that the Provider's agents and Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department employees are not agents or employees of the City; and (2) that the City is only a provider of funding and is not an agent or instrumentality of Provider, and that City's agents and employees are not agents and employees of Provider. Section 15. Breach of Agreement and remedies A. Breach A breach by the Provider shall have occurred under this Agreement if the Provider: 1. 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 Agreement; 2. Ineffectively or improperly uses The Trust funds provided by the City and allocated under this Agreement; 3. Utilizes The Trust funds provided by the City for local or state government programs that were previously or are presently being funded by another local or state agency without prior written consent of the Trust and the City; 4. Does not furnish the certificates of insurance required by this Agreement or as otherwise determined by the City; 5. Does not meet or satisfy the conditions of award required by this Agreement; 6. 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 and related and correct and complete proofs of expenditures and detailed reports; 7. Does not submit, or submits incomplete or incorrect, required reports pursuant to the scope of services In this Agreement or fails to submit required complete and correct reports regarding related scopes of services; 8. Refuses to allow the City and/or The Trust, as applicable, access to records or refuses to allow the City and/or The Trust, as applicable, to monitor, evaluate and review the Provider's program, Including required client data and/or required not -for -profit organization data; 9. Does not comply the civil rights and other regulatory obligations detailed in Section 11; 10. Fails to comply with child abuse and incident reporting requirements; 11. Attempts to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement; 12. Fails to correct deficiencies found during a monitoring, evaluation or review Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department within the specified time; 13. Fails to meet the terms and conditions of any obligation or repayment schedule to the City and/or The Trust or any of their respective agencies, as applicable; 14. Fails to maintain or to require its employees, agents, and representatives to maintain the confidentiality of client files, pursuant to Florida and federal laws; or 15. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, agreements and stipulations in this Agreement or fails to require its employees, agents and representatives to fulfill in a timely and proper manner any and all of their respective obligations, covenants, agreements and stipulations related to this Agreement. No waiver of breach of any provision(s) of this Agreement shall constitute or be deemed to constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof, and shall not be construed to be a modification of the terms of this Agreement. No waiver shall be effective unless in writing. B. The City's remedies under this Agreement Upon breach of this Agreement, the City may pursue any or all of the following remedies including a combination thereof: 1. The City may terminate this Agreement 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 City 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 through the City under this Agreement; (b) seek reimbursement of The Trust funds allocated by the City to the Provider under this Agreement; (c) at the sole discretion of the City, the City may terminate or cancel any other Agreements entered into between the City and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such termination, including attorney's fees; 2. The City may suspend payment in whole or in part under this Agreement 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 City 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 City, the City may also suspend any payments in whole or in Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department part under any other Agreements entered into between the City and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such suspension, including attorney's fees; 3. The City may seek enforcement of this Agreement 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; 4. The City retains the option, at its sole discretion, to enter into a written remedial plan with the Provider to cure any breach of this Agreement as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Agreement and shall not affect or render void or voidable any other provision contained in this Agreement; or 5. Any and all other remedies available at law or equity. C. The Trust's remedies under the Trust Contract impact this Agreement with Provider Provider hereby acknowledges and understands that any breach by Provider of this Agreement may result in a corresponding breach of the Trust Contract. Upon breach of the Trust Contract, The Trust may pursue any or all of the following remedies against the City including a combination thereof: 1. The Trust may terminate the Trust Contract by giving written notice to the City 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 through the City under this Agreement; (b) seek reimbursement of The Trust funds allocated to the Provider under this Agreement; (c) at the sole discretion of The Trust, The Trust may terminate or cancel any other Agreements entered into between The Trust and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such termination, including attorney's fees; 2. The Trust may suspend payment in whole or in part under the Trust Contract and accordingly the City may suspend payment in whole or in part under this Agreement 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 City and/or The Trust, as applicable, 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 payments in whole or in part under any other Agreements Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department 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; 3. The Trust may seek enforcement of the Trust Contract and the City may seek a corresponding enforcement of this Agreement 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; 4. The Trust retains the option,. at its sole discretion, to enter into a written remedial plan with the City and the City retains the option, at its sole discretion to enter into a written remedial plan with the Provider to cure any breach of this Agreement which causes a breach of the Trust Contract as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Agreement and shall not affect or render void or voidable any other provision contained in this Agreement; 5. Any and all other remedies available at taw or equity. D. Provider's President and City Manager authorized Provider's President is authorized to terminate this Agreement on behalf of Provider. The City Manager is authorized to terminate this Agreement on behalf of the City. E. Damages sustained Provider shall not be relieved of liability to the City and/or The Trust, as applicable, for damages sustained by either or both by virtue of any breach of this Agreement which results in a breach of the Trust Contract. The City may withhold any payments to the Provider until such time as the exact amount of damages due to the City and/or The Trust, as applicable, is determined. Section 16. Termination by either party Both parties agree that this Agreement 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 Provider's President is authorized to terminate this Agreement on behalf of Provider. The City Manager is authorized to terminate' this Agreement on behalf of the City. Section 17. Termination due to lack of funds The City may terminate this Agreement within five (5) business days if the City and/or The Trust, as applicable, fails to receive funds through which this Agreement is funded. Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department Section 18. Payment procedures The City agrees to pay the Provider for services funded by the Trust to the City under the Trust Contract and rendered by Provider under this Agreement 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 the Florida Prompt Payment Act. A. Requests for payment The City agrees to pay for expenditures funded by the Trust in accordance with the terms outlined in and according to funding terms and conditions. An original invoice from Provider to the City, in the format prescribed by The Trust, plus three (3) copies is due on or before the fifteenth (15) day of the month following the month in which expenditures were incurred by Provider (exclusive of legal holidays or weekends). The City will reimburse Provider on a monthly billing basis if the City is reimbursed by the Trust on a monthly basis; otherwise, the City will reimburse Provider in accordance with the Florida Prompt Payment Act according to receipt by the City of funds from the Trust. 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 Agreement 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 City will pay Provider within thirty (30) calendar days of receipt of Provider's properly submitted invoice and/or other required documentation if the City receives payment from the Trust within that thirty (30) calendar days; otherwise, the City will pay Provider in accordance with the Florida Prompt Payment Act according to receipt of funds by the City from the Trust. C. Final request for payment A final request for payment from the Provider will be accepted by the City up to thirty (30) days after the expiration of this Agreement. If the Provider fails to comply, all rights to payment shall be forfeited. If after receipt of such final report, the City or The Trust determines that the Provider has been paid funds not in accordance with this Agreement, and to which it is not entitled, the Provider shall return such funds to the City for return to the Trust or submit appropriate documentation to support the expenditure. The City shall have the sole discretion in determining if the Provider is entitled to such funds in accordance with this Agreement and the City's decision on this matter shall be binding. Additionally, any unexpended or unallocated funds shall be recaptured by the City and forwarded to The Trust or as otherwise mutually determined by the City and the Trust. Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department D. Return of funds In the event that the Provider, its independent auditor, the City, 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 City or The Trust, as applicable. Section 19. Records, reports, audits, inspections, and monitoring Provider's failure to adhere to, or refuse to comply with, any of the following conditions and requirements may result in the immediate cancellation of this Agreement by the City. A. Accounting and other records 1. The Provider shall keep for not less than (5) years accounting records which conform to generally accepted accounting principles. All such records will be retained by the Provider for not less than five (5) years beyond the last date that all applicable terms of this Agreement have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. Because City is a municipality, City must retain all records from Provider for not Less than five (5) years beyond the last date that all applicable terms of this Agreement have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. 2. Provider agrees to provide access to the City, to the Trust, or to any of their respective duly authorized representatives, to any books, documents, papers, and records of Provider which are directly pertinent to this Agreement, for the purpose of inspection, monitoring, audit, examination, excerpts, and transcripts. The City and/or The Trust may, at reasonable times, and for a period of up to five (5) years following the date of final payment by the City to Provider under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Provider which are related to Provider's performance under_this Agreement. Provider agrees to maintain any and all such books, documents, papers, and records at its principal place of business within the City of Miami for a period of five (5) years after final payment is made under this Agreement and all other pending matters are closed. B. Financial audit 1. Within 120 days of the close of its fiscal year, Provider agrees to submit to the City and The Trust a certified independent fiscal audit of all its corporate activities and any accompanying management Ietter(s), for each year during which this Agreement remains in force and until all funds expended from this Agreement have been audited. This audit shall be conducted in accordance with Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department 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. 2. 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 Agreement. In the event that the independent auditor does not disclose audit findings relating to this Agreement, 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 Agreement; 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. 3. Audit extensions may be granted in writing by the City's project manager with consent in writing of the Trust's project manager upon receipt in writing of such request with appropriate justification by the Provider. C. Access to records: audit The Trust and the City each reserve the right to require the Provider to submit to an audit by an auditor of The Trust's and/or the City's choosing, as applicable. The Provider shall provide access to all of its records which relate to this Agreement at its principal place of business in the City of Miami during regular business hours. The Provider agrees to provide such assistance as may be necessary to facilitate their review or audit by the City and/or The Trust to insure compliance with applicable accounting and financial standards, including access by the City and/or The Trust or their respective designees 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 Agreement 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 and/or the City, as applicable. 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 and/or the City, as Form of PSA with not -for -profit organizations O1/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department applicable, 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/or the City, as applicable, and described in Attachment D, Programmatic Data Reporting Requirements. In addition, Provider agrees to furnish the City for the City and 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 City and/or The Trust and their respective personnel or contracted agents to perform random unscheduled monitoring reviews and evaluations of the program which is the subject of this Agreement. The Trust pursuant to the Trust Contract and the City pursuant to this Agreement shall monitor both fiscal and programmatic compliance with all the terms and conditions of this Agreement and the Trust Contract. The Provider shall the City and/dr The Trust, as applicable, 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 City's and/or The Trust's findings, as applicable, will be delivered to the Provider and the Provider will rectify or cause to be rectified all deficiencies cited within the period of time specified in the report. If such deficiencies are not corrected within the specified time, the City may terminate any or all of this Agreement and The Trust may terminate any part or all of the related provisions of the Trust Contract. The City and/or The Trust shall conduct one or more formal management evaluation and performance reviews of the Provider, as applicable. Continuation of this Agreement or future funding is dependent upon satisfactory evaluation conclusions. Furthermore, the findings of monitoring reports, responsiveness to corrective action, the satisfactory performance of the requirements of this Agreement and the timely receipt of requested information shall be considered factors in evaluating future funding requests. G. Client records The City 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 Agreement and under the Trust Contract. All such records Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department will be retained by the City for not less than five (5) calendar years after the client is no longer enrolled. City 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 City and/or 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. Provider's failure to adhere to, or refuse to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. 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. Section 20. Confidentiality and Public Records Provider understands that this Agreement is subject to the provisions, limitations, and exceptions of Chapter 119, Florida Statutes, regarding public records. The Provider and the City understand and agree that during the course of performing the work hereunder, each party may have access to certain information that is open to public disclosure and to certain confidential and proprietary information and materials of the other party in order to further performance of the work. The parties hereto 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 hereto shall not disclose the confidential information to any third party, or to any 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 imposes no obligation upon the parties hereto 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 ) Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department 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. Regarding information that is not considered to be confidential pursuant to federal and state laws applicable, Provider understands that local governments and agreements with local governments such as this Agreement with the City are subject to certain laws and regulations, including laws pertaining to public records, record keeping, etc. City and Provider agree to comply with and observe all applicable federal, state, and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Section 21. 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 Agreement and the related not -for -profit organization agreement(s). 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. Section 22. Publicity A. Publicity It is understood and agreed between the parties hereto that this Provider is funded by The Trust's funds allocated to the City under the Trust Contract. Further, by the acceptance of these Trust funds through the City, the Provider agrees that events funded by this Agreement shall recognize The Trust and the City as funding sources. The Provider shall ensure that all publicity, public relations, advertisements and signs recognizes The Trust and the City for the support of all activities and services under this Agreement. The use of The Trust's official logo is permissible. Provider shall contact in advance the Out -of -School Parks Grant 2005- 06 project manager for the City regarding any use of any City emblems or logos. The Provider shall ensure that all media representatives, when inquiring about the activities and services funded by this Agreement, are informed that The Trust and the City are its funding sources. Provider shall distribute a press release announcing that it has been awarded funding by The Children's Trust through a grant from the City. Provider shall, if it possesses the appropriate technology, provide a link between Provider's website and The Children's Trust website. Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department B. Publications Provider agrees to supply the City and The Trust, without charge, up to five (5) copies of any publication developed in connection with implementation of programs addressed by this Agreement. Such publications will state that the program is supported by The Trust and the City. Provider agrees that the City and The Trust will have unlimited use of copyrighted materials developed under this Agreement. Providers shall include The Children's Trust logo and the following paragraph in all materials featuring programs funded by The Children's Trust, including 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 Miami, Office of the Mayor's Miami Youth Council 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: Kreyol: El City of Miami, Office of the Mayor's Miami Youth Council esta financiado por El Fidecomiso de los Ninos (The Children's Trust). El Fidecomiso de los Ninos es una fuente de financiacion, creada por los votantes•en referendum para mejorar las vidas de los ninos y las famifias en Miami - Dade. City of Miami, Office of the Mayor's Miami Youth Council finanse pa "The Children's Trust". Trust la, ce you sous lajan ke gouvenman amerikin vote an referandom you ke' ii investi bien nan pwogram kap amellore la Vi Ti Moun ak fanmi yo nan Miami Dade. Section 23. Miscellaneous A. Modifications and change orders Any alterations, variations, amendments, modifications, extensions or waivers of provisions of this Agreement 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 Agreement. The City 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 Agreement between the parties and, if applicable, with written consent of the Trust. The Trust's CEO is authorized to make modifications to the Trust Contract related to Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department this Agreement as described therein on behalf of The Trust. The City Manager is authorized to make modifications to this Agreement as described herein on behalf of the City. Provider's President is authorized to make modifications to this Agreement as described herein on behalf of Provider. B. Subcontractors and assignments The parties agree that no assignment, subcontract, or not -for -profit organization agreement for services provided as indicated in Attachment A hereof will be made or let in connection with this Agreement without the prior written approval of the City and, if applicable, The Trust, which shall not be unreasonably withheld, and that all subcontractors, assignees, and not -for -profit organizations providing services shall be governed by the terms and conditions of this Agreement. C. Agreement guidelines This Agreement is made in the State of Florida and shall be governed according to the laws of the State of Florida. The parties agree that proper venue for this Agreement shall be Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. 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 Agreement. 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 Agreement, incorporation, and severability of provisions The recitals to this Agreement are true and correct and are hereby incorporated into and made a part of this Agreement This Agreement with its recitals on the first page of the Agreement 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) Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department Attachment D: Programmatic Data Reporting Requirements Attachment E: The Trust's Request for Proposals Attachment F: The City's and Provider's Response to the Request for Proposals Attachment G: The Trust Contract Attachment H: Attachment G: Form of Acknowledgement of Children's Trust Contract by Not -for -Profit Organizations providing services indicated in Attachment A above Attachment I: The City's Insurance Requirements for Provider with Provider's Insurance Certificates Attachment ]: ' Provider's Corporate Resolution No other Agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind any of the parties hereto. If any provision of this Agreement is held invalid or void, such invalid or void provision shall be deemed severed from this Agreement and the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. 24. Force Majeure. A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sinkhole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 25. City Not Liable for Delays: Provider hereby understands and agrees that in no event shall the City be liable Form of PSA_ with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department for, or responsible to Provider or any subconsultant or subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 26. Survival: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. Section 27. Agreement number This Agreement is assigned as Agreement number 509-193. Section 28. Counterparts and relates to Trust Contract This Agreement may be executed in three or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement, including all attachments hereto, to be executed by their respective and duly authorized officers as of the day and year first above written. City of Miami, a Florida municipal corporation By: Joe Arrioia, City Manager Attest: By: Priscilla A. Thompson, City Clerk Approved as to Form and Correctness: By: Jorge L. Fernandez, City Attorney Approved as to Insurance Requirements: Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department By: Dania F. Carrillo, Risk Management Administrator Provider: Museum of Science. Inc.. a Fiorillo not -for -profit organization By: Name:Gillian M. Thotias Title:President and CEO (SEAL) Attest: By: Name: ' ictor . Alvarez Not -for-• . it Corporation Secretary This Agreement is not valid until it has been signed by both parties. Form of PSA with not -for -profit organizations 01/09/06 Re: Out -of -School Parks Grant from Children's Trust Through City of Miami, Parks & Recreation Department