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Home My WebLink AboutExhibit 8Attachment G: The Trust Contract rjj:Document PSA1 50 AMENDMENT # 001 THIS AMENDMENT, entered into between The Children's Trust, hereinafter referred to as the "The Trust" and City of Miami, Department of Parks and Recreation, hereinafter referred to as the "Provider", amends the Out -of -School, contract #506-144. 1. Standard Contract, Page 1-25, is hereby deleted in its entirety and replaced in its entirety with Standard Contract, Page 1-30, dated December 28. 2. Attachment A, Scope of Services and Evaluation Measures, Page 1-10, is hereby deleted in its entirety and replaced with Attachment A, Page 1-10. 3. Attachment B, Budget, Page 1-14, is hereby deleted in its entirety and replaced with Attachment B, Budget, Page 1-14. 4. Attachment C, Consent to Contact Form is hereby deleted in its entirety and replaced with Attachment C, Consent to Contact Form. 5. Attachment D, Programmatic Data Reporting Requirements is hereby deleted in its entirety and replaced with Attachment D, Programmatic Data Reporting Requirements. 6, Attachment E, The Trust's Request for Proposals is hereby added. 7, Attachment F, The Provider's Response to the Request for Proposals is hereby added. 8. Attachment G, Form of Acknowledgement of Children's Trust Contract by Not -for -Profit Organizations providing services indicated in Attachment A above is hereby added. This amendment shall begin on Decemebr 28, 2005, or the date on which the amendment has been signed by both parties, whichever is later. All provisions in the contract and any attachments thereto in conflict with this amendment shall be and are hereby changed to conform with this amendment. All provisions not in conflict with this amendment are still in effect and are to be performed at the level specified in the'contract. This amendment and all its attachments are hereby made a part of the contract. City of Miami. Department of Parks and Recreation Page 1 of 2 Contract #: 506-144 IN WITNESS THEREOF, the parties hereto have caused this amendment,,including the Standard Contract and its Attachment A, B, C, D, F, and G to be executed by their officials thereunto duly authorized. PROVIDER: Cit of Miami munficipa corpor SIGNED BY: Joe f, �Attes 22 Prici hompson, City C1erk;, DATE: FEDERAL ID NUMBER: q- Coo G 37r Apprjv The Children's Trust Modesto E. Abety President/ CE DATE: / -0 0 S+ Form 4-Correctness: Jorge`'ernandez, City Attorne Approved as to Insurance Requirements: 21-1X-ZOL QA4N6-Lito Dania fir: Carrillo, Risk Management Administrator City of Miami, Department of Parks and Recreation Page 2 of 2 Contract #: 506-144 K*. pct.)) :-4 'a.-: 3T CONTRACT BETWEEN THE CHILDREN'S TRUST AND City of Miami FOR Out -of -School 2005-06 This contract, dated December 28, but made effective as of 1st day of August, 2005 (the "Effective Date"), by and between The Children's Trust, an independent special taxing district of Miami -Dade County (hereafter referred to as "The Trust") located at 1900 Biscayne Blvd./Suite 200, Miami, Florida 33132, and 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" or "Provider") states, conditions and covenants for the rendering of services to children and families (hereafter referred to as "Services") for The Trust. WHEREAS, Miami -Dade 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 28, 2005 recognizes the request from the Department of Parks & Recreation to fund the Heart of Our Parks School Year Recreation, Cultural and Core Educational Out -Of -School Time Programs and authorizes the City Manager to accept a grant in the amount of $500,000.00 from The Trust to fund Out -of -School programs and to execute the necessary documents to implement the acceptance of the grant award; and WHEREAS, the Provider through its Department of Parks & Recreation provides and/or develops or agrees to require the third -party not -for -profit organizations listed on Attachment A hereto 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 this Contract, 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 hereto and made a part hereof by this reference; and WHEREAS, The Trust desires that Provider provide those services and/or require those services to be provided through other not -for -profit organizations and the Provider desires to provide such services and/or require such services to be provided through other not - for -profit organizations; and WHEREAS, The Trust has appropriated funds for the proposed services, NOW, Therefore, in consideration of the mutual covenants recorded herein, the parties hereto agree as follows: I. Scope of services The Provider agrees to render services and/or to require such services to be rendered through other not -for -profit organizations in accordance with the scope of services and evaluation measures incorporated and attached hereto as Attachments A. The Provider will implement and/or require to be implemented through other not -for -profit organizations the scope of services as described in Contract #:506-144 1 Attachment A in a manner deemed satisfactory solely to The Trust. Any modification or amendment to the scope of services shall not be effective without prior written approval by The Trust's Chief Executive Officer (hereinafter referred. to as CEO) and Provider. The amended scope of services, subject to approval by the CEO, must be submitted sixty (60) days prior to the expiration of the Contract. II. Adherence to request for proposal A. Adherence to the request for proposal Provider agrees to comply with and to require the not -for -profit organizations to comply with the standards and requirements established under The Trust's Request for Proposal document which is incorporated by reference as if set forth in its entirety herein. Where any terms or conditions provided for under the Request for Proposal conflict with the terms and conditions in this contract and/or its attachments, the language of this contract and/or its .attachments shall control. B, Provider obligation to provide and/or to require to be provided services proposed Provider agrees to provide and/or to require to be provided to The Trust the program and services described in Provider's response to the Request for Proposal, If there is a conflict between the program and services proposed and the program and services described in this contract and/or its attachments, the language of this contract and/or its attachments shall control. C. Administrative and quality assurance functions The Trust may transfer a variety of administrative and quality assurance functions to a quality improvement agency during the period of this Contract. The transition schedule and procedures will be communicated by the Trust in writing to Provider at least thirty (30) days prior to the implementation of a quality improvement agency. III. Effective term D. Initial Contract Period Both parties agree that the initial effective term of this contract shall be from August 1, 2005 to July 31, 2006. E. Contract renewal options This contract may be renewed for a term equal to the term of the initial contract for up to three (3) years. Exercise of the renewal option is at the Contract #:506-144 2 sole discretion of The Trust and shall be contingent upon but not limited to the following: 1. Continued demonstrated and documented need for the services or priority area of funding; 2. Program performance by the Provider that is deemed satisfactory in The Trust's sole discretion; and 3. The availability of funds from The Trust. The Trust is prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the agreement. The Trust, at least sixty (60)days before the contract period expires, will notify Provider of its intent to renew the contract. Contract renewal amounts will be negotiated and approved at least thirty (30) days prior to contract renewal. IV. Amount payable Subject to available funds, the maximum amount payable for services rendered under this Contract shall not exceed $500,000.00. Both parties agree that should available funding to The Trust be reduced: A) the amount payable under this contract may be proportionately reduced at the sole option of The Trust with a proportionate reduction in the scope of services and Provider may proportionately reduce at the sole option of Provider 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; or B) this contract may be terminated at the sole option of The Trust and Provider's agreement(s) with any not -for -profit organization(s) providing services indicated in Attachment A may be terminated at the sole option of Provider. Should funding to the Trust cease or be reduced this Contract may be terminated at the sole discretion and option of The Trust. Should this Contract be terminated by the Trust, Provider's agreement(s) with any not -for -profit organization(s) provided services indicated in Attachment A may be terminated at the sole discretion and option of Provider. The Trust is prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the agreement. V. Funding terms and conditions F. Unit-based/cost Reimbursement The parties agree that this is a unit-based/cost reimbursement contract, and the Provider will be paid based on actual expenditures of Provider and/or of the not -for -profit organizations providing 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. 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 or to require to be Contract #:506-144 3 served the number of units in accordance with the Contract, the Trust may amend the Contract to reduce the amount of dollars representing the number of units not provided. Accordingly, if any not -for -profit organization providing services as indicated in Attachment A fails to serve the number of units required by this Contract in connection with Provider's agreement with such not -for -profit organization, then Provider may amend such agreement to reduce the amount of dollars representing the number of units not provided by such not -for -profit organization. Any delay in amendment by The Trust is not deemed a waiver of The Trust's right to amend or seek reimbursement for units not provided in accordance with the Contract. Any delay in amendment of a not -for -profit organization agreement by Provider is not deemed a waiver of Provider's right to amend or to seek reimbursement units not provided in accordance with this Contract and/or such not -for -profit organization agreement. Provider attests to The Trust that no other reimbursement is available or used for invoiced units of services unless expressly authorized by The Trust. G. Administrative costs In no event shall The Trust fund indirect administrative costs in excess of ten (100/0) 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 or require to be supported such expenditure with documentation deemed acceptable by The Trust. H. Advance payment 1. Advance payment requests The Trust offers advance payments only in exceptional cases. After award of a contract, Providers have five (5) business days to request an advance payment. The request should include the amount requested and the justification(s) for that amount. The Trust limits advance payments to 15% of the tots( contract amount. All advance payment requests must be approved in writing by The Trust's CEO. 2. Advance payment invoice Within sixty (60) calendar days of receipt of an advance, Providers shall submit an "advance invoice" providing disclosure of actual expenditures paid by or charged to the advanced funds. This invoice must conform to the payment requirements outlined in Section XVIII, Payment Procedures, of this contract. The "advance invoice" amount shall not exceed the advance payment amount. If the "advance invoice" amount is less than the advance amount, The Trust will deduct the difference from the next applicable monthly payment request. Contract #:506-144 4 I. Budget revisions The Provider may request a budget revision during the term of this Contract. A final budget revision must be submitted sixty (60) days prior to the expiration of the Contract. No budget revision may exceed the maximum contracted amount. Budget revisions must be requested in writing and be approved in writing by the contract manager and Chief Financial Officer of The Children's Trust. J. No direct payment of subcontractors by the Trust In no event shall The Trust directly advance funds to any subcontractor. All payments to authorized subcontractors shall be paid directly by Provider to the subcontractor. K. Access to records prior to funding At the option of The Trust, upon demand and/or within thirty (30) days prior to funding any program or service, the Provider shall allow and shall require such not -for -profit organizations providing services as indicated in Attachment A to allow The Trust to evaluate Provider's fiscal and personnel systems or such not -for -profit organization's fiscal and personnel systems, as applicable, in order to be assured of Provider's or such not -for -profit organization's capability, as applicable, to manage the program or programs funded by this Contract. The Trust shall not disburse any funds until it is allowed to evaluate Provider's and/or such not -for -profit organization's fiscal and management systems, as applicable. Failure to allow such evaluation may result in termination of this Contract and/or such related not -for -profit organization agreement(s). The Trust reserves the right to evaluate the Provider's fiscal and personnel systems and/or such not -for -profit organization fiscal and personnel systems at any reasonable time throughout the course of this Contract. L. Prohibitions and limitations on use of funds I. Payment is limited to contracted services The Provider shall use funds and shall require such not -for -profit organization(s) to use funds provided under this Contract solely for the provision of services described in Attachment A. The Provider shall not use funds provided under this Contract to support other programs or services provided by Provider under a different contract. Provider shall require all not -for -profit organizations providing services as indicated in Attachment A not to use funds provided under this Contract to support other programs or services provided to such not -for -profit organizations under a different contract. Neither shall the Provider nor such not -for -profit organizations carry over the funds provided under this Contract to a new contract or amendment without the express written permission of The Trust. Services funded under this Contract shall only be in addition to services already provided without assistance under this Contract. Both Provider and the Contract #:506-144 5 Trust, as applicable, shall have the right to require any such not -for -profit organization to repay any payment made in error by the Trust or by Provider based upon information from such not -for -profit organization. Such right to repayment(s) shall survive the termination of this Contract and/or the applicable agreement with any not -for -profit organization providing services as indicated in Attachment A. 2. No supplanting of existing public funds The Trust funding may not be used by local or state government agencies to replace funding previously provided by those local and state funding sources for the same program purpose. Such government agencies must certify that they have maintained their previous funding level when applying for additional funding from The Trust. Violation of this section shall be considered a breach of this Contract. 3. Double payments Provider costs or earnings claimed under this Contract may not also be claimed under another contract or grant from The Trust or any other agency. Any claim for double payment by Provider or such not -for -profit organization shall be considered a breach of this Contract. Provider shall have the right to require any such not -for -profit organization to repay any double payment made in error based upon information from such not -for - profit organization. Such right to repayment(s) shall survive the termination of this Contract and/or the applicable agreement with any not - for -profit organization providing services as indicated in Attachment A. 4. Use of cost allocation methodology Provider attests to The Trust and shall require such not -for -profit organizations to attest to the Trust that no other reimbursement is available or used for invoiced services unless expressly authorized by The Trust. Provider shall keep and shall require such not -for -profit organizations to keep accurate and complete records of any fees collected, reimbursement, or compensation of any kind received from any client or other third party, for any service covered by this Agreement, and shall make all such records available to The Trust upon request. PROVIDER shall report to the Trust and shall require such not -for -profit organizations to report to Provider such fees, reimbursement, compensation or funding to The Trust for such payments received which will be deducted from PROVIDER's invoices to the Trust and/or from such not -for -profit organization invoices to Provider, as applicable. 5. Religious purposes The Trust funds shall not be used for purposes of religious proselytizing. Contract #:506-144 6 6. Lobbying The Provider shall not use and shall require that such not -for -profit organizations not use any funds provided under this Contract for lobbying federal, state or local legislators. Violations of this section shall be considered a breach of this Contract and/or such not -for -profit organization agreement, as applicable. 7. Adverse action or proceeding The Provider shall not utilize and shall require all such not -for -profit organizations not to utilize the funds provided under this Contract or any other The Trust funds to retain any legal counsel for any action or proceeding against The Trust and/or Provider, as applicable, or any of their respective agents, employees or officials. The Provider shall not. utilize and shall require all such not -for -profit organizations not to utilize the funds provided under this Contract or any other The Trust funds to provide legal representation, advice or counsel to any person in any action or proceeding against The Trust and/or Provider, 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 and/or such not -for - profit organizations providing services indicated in Attachment A using The Trust funds are assets of The Trust, are intended for The Trust funded programs, considered to be owned by The Trust and must be tagged at the time of purchase as an asset of The Trust. The Trust will work with the Provider and such not -for -profit organizations to tag the asset and to receive all information regarding the equipment. The Provider must maintain and require such not -for -profit organizations to maintain a record of the capital equipment purchased with funds provided by The Trust. When the Provider is no conger funded by the Trust, the equipment will be returned to The Trust for use by another funded program unless it is fully depreciated. The Provider must initiate and/or require such not -for -profit organizations to initiate return of such capital equipment to the contract manager. Ownership of capital equipment will be transferred to the Provider and removed from The Trust's fixed asset system provided that the capital equipment is fully depreciated and in the possession of the Provider. VI. Representations and acknowledgments M. Appropriate staff Provider represents and shall require such not -for -profit organizations providing services as indicated on Attachment A to represent that all persons delivering the services required by this Contract have the knowledge and Contract #:506-144 7 skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the scope of services (Attachment A) and to provide and perform such services to The Trust's satisfaction. Provider further represents and shall require such not -for -profit organizations providing services as indicated on Attachment A to represent further that all persons delivering services required by this Contract have complied with all state and federal requirements, including but not limited to background screening requirements. Provider certifies and shall require such not -for -profit organizations providing services as indicated on Attachment A to certify that all such individuals are qualified and approved for providing services herein. N. Best practices Provider shall perform its and shall require such not -for -profit organizations providing services as indicated on Attachment A to perform their respective duties, obligations, and services under this Contract in a skillful and respectful manner. The quality of Provider's performance and all interim and final product(s) provided to or on behalf of The Trust shall be comparable to local, state and national best practice standards. Provider shall require such not -for -profit organizations to provide equivalent comparable local, state and national best practice standards of qualities of performance and of all Interim final product(s) to Provider for the Trust. O. Children with disabilities and their families Provider understands and shall require all not -for -for profict organizations providing services as indicated in Attachment A to acknowledge that The Trust expects all Providers and such not -for profit organizations to meet the federal standards under the Americans With Disabilities Act. By policy of The Trust, providers must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. P. Other acknowledgments Information, guidance and technical assistance offered by The Trust staff, or any other person or entity, whether written or verbal, in no way constitutes a guarantee of execution of this Contract by The Trust and should not be relied upon as a basis for doing business, delivering service, expending financial resources or having an expectation of receipt of payment. Provider acknowledges that its performance under this Contract (included, but not limited to, findings of monitoring reports, responsiveness to corrective action plans, timely receipt of required and requested information, and overall satisfactory performance) shall be taken into consideration by The Trust when evaluating any future funding requests by Provider. Contract #:506-144 8 VII. VII. Indemnification I. A. Provider is subject to Florida Statute Sec. 768.28 as a Government Provider Subject to the limitations and sovereign immunity provisions of Florida Statute Sec. 768.28, each party shall indemnify and hold harmless the other party and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Contract by the Provider or its employees, agents, servants, partners, principals or subcontractors. Subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec. 768.28, each party shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of The Trust or Provider, as applicable and where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Q. B. Regarding not -for -profit organization subcontractors and subconsultants Provider shall require in its agreements with the not -for -profit organizations listed on Attachment A that such not -for -profit organizations shall indemnify, defend, hold harmless and release The Trust and Provider and their respective employees, agents, and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which The Trust or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any king or nature arising out of , relating to, or resulting from the performance or non-performance of the services and other responsibilities and duties of such not -for -profit organizations by virtue of this related Contract by such not -for - profit organizations and their respective employees, agents, servants, partners, principals or subcontractors. Such not -for -profit organizations shall be required to 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 and/or The Trust, as applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Provider shall require such not -for -profit organizations to acknowledge and to agree that any insurance protection required by Provider and/or The Trust in relation to this Contract or otherwise provided by such not -for -profit organizations shall in no way limit the responsibility to indemnify, keep and save harmless, release and defend the Trust, Provider and their respective officers, employees, and agents intended by this Contract. Contract #:506-144 9 C. The provisions of this section on indemnification shall survive the expiration or termination of this Contract. VIII. VIII. Ownership and indemnification of intellectual property right subject to Florida Statutes, Chapter 119 Public Records Law and Florida Statutes Section 768.28 IX. X. XL A. Ownership of intellectual property rights The parties understand that this Contract 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 Contract. Any data, reports, drawings, documents or other information provided by the Provider to The Trust during the performance of services under this Agreement and any reports, drawings or other writings based entirely on the Trust's disclosures and created as part of the services provided under this Agreement shall be and remain the sole property of the Provider at all times. Notwithstanding the foregoing, The Trust may access, use, assemble and disseminate such data for reporting compliance and statistical purposes, provided that Provider otherwise complies, to the extent permitted by Chapter 119, Florida Statutes, with the confidentiality obligations below. I. 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 Contract. Such licensing should be in the exclusive name of The Trust only if Provider uses any funds provided by the Trust 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 Contract, then licensing shall be in the exclusive name of Provider. Contract #:506-144 10 R. C. Indemnification subject to Florida Statutes Section 768.28 II. III. Subject to the limitations and sovereign immunity provisions of Florida Statute Sec. 768.28, each party shall indemnify and hold harmless the other party and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which its officers, employees, agents or instrumentalities may incur as a result of liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Contract. Neither The Trust nor Provider, or its subcontractors may use any design, device, materials or works covered by letters, service mark, and trademark, patent, copyright or any other intellectual property right manufactured or used in the performance of this Contract. It is mutually agreed and understood without exception that such use is outside the scope and terms of this Contract and would be deemed a breach thereof. Subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec. 768.28, each party shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of The Trust or Provider, as applicable and where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. XII. IX. Insurance A. Provider self -insured Provider shall provide to the Trust upon execution of this Contract Provider's letter of self-insurance indicating coverages applicable to a Florida municipal corporation. The Provider shall be responsible for assuring that the self-insurance required in conjunction with this Section remains in force for the duration of the contractual period. I. B. Minimum insurance requirements for not -for -profit organizations: certificates of insurance The Provider require that all not -for -profit organizations providing services as indicated in Attachment A hereto shall furnish to the City of Miami, Department of Risk Management, 444S.W. 2nd Avenue, 9`" Floor, Miami, FL 33130 upon execution of each agreement between Provider and a not -for - profit organization, Certificate (s) of Insurance which indicate that insurance Contract #:506-144 11 coverage has been obtained which meets 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 less than $500,000 combined single limit per occurrence for bodily injury and property damage. The Trust must be designated and shown as an additional insured with respect to this coverage; 3. Automobile liability insurance covering all owned, non -owned and hired vehicles used in connection with the work, in an amount not Tess than $1,000,000 combined single limit per occurrence for bodily injury and property damage. The Trust must be designated and shown as an additional insured with respect to this coverage. II. C. Classifications and ratings for not -for -profit organization coverages All insurance policies required above from the not -for -profit organizations providing services as indicated in Attachment A shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: 1. The company must be rated no less than "13" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A,M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of The Trust's Risk Management Division, or 2. The company must hold a valid Florida Certificate of Authority as shown in the latest "List of Ali 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. III. D. Modifications and changes for not -for -profit organization coverages All insurance certificates from the not -for -profit organizations providing services as indicated in Attachment A will indicate 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 the not -for -profit organizations upon any renewal of this Contract, if any, and any corresponding renewal, if any, of any not -for -profit agreement with Provider. NOTE: THE CERTIFICATE HOLDERMUST READ: Contract #:506-144 12 The City of Miami Department of Risk Management 444 S.W. 2"d Avenue, 9th Floor Miami, Florida 33130 Compliance with the foregoing requirements shall not relieve the not -for - profit organization of liability and obligation under this section or under any other section of this Contract and/or the related agreement between such not -for -profit organization and Provider. IV. E. Duration of not -for -profit organization insurance Each not -for -profit organization providing services as indicated in Attachment A shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all renewal periods and/or additional phases or work that may be granted to and/or by the Provider in accordance with this Contract and the related agreement with such not -for -profit organization(s), if applicable. If insurance certificates are scheduled to expire during the contractual period, the not -for -profit organization(s) shall be responsible for submitting new or renewed insurance certificates to The Trust and to Provider at a minimum of thirty (30) calendar days in advance of such expiration. In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, The Trust shall request Provider to suspend the agreement with such not -for -profit organization(s) providing services as indicated in Attachment A to this Contract until such time as the new or renewed certificates are received by The Trust and Provider in the manner prescribed in the Request for Proposal; provided, however, that this suspended period does not exceed thirty (30) calendar days. If such suspension exceeds thirty (30) calendars days, The Trust may, at its sole discretion, terminate the portion of the services in Attahcment A to this Contract which are being provided by such not -for profit organization and may request Provider to terminate such related agreement (s) with such not -for -profit organization (s) for cause and seek re - procurement damages from the not -for -profit organization(s). V. F. Failure by not -for -profit organization(s) to provide certificates of insurance If a not -for -profit organization providing services as indicated in Attachment A hereto fails to furnish The Trust and the City 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 agreement(s) with the not - for -profit organization(s) may result in termination of all or any part of the grant award. Contract #:506-144 13 XIII. X. Conditions of award Provider agrees that it has met or will meet and that it shall require each not -for - profit organization providing services as indicated in Attachment A hereto to have met all of the following conditions of award. Failure to satisfy any of the following conditions of award may result in termination of this Contract or any part of the grant award. I. A. Programmatic conditions of award 1. Licensure Upon execution, if the Provider and/or the not -for -profit organization, as applicable, is required by the State of Florida or Miami -Dade County to be licensed or certified to provide the services or operate the facilities outlined in the scope of services (Attachment A), the Provider and/or the not -for - profit organization, as applicable, shall keep on file all required current licenses or certificates. The Provider and/or the not -for -profit organization, as applicable, shall be responsible for assuring that licenses required by the State of Florida or Miami -Dade County remain in force for the duration of the contractual period, including any and all renewal periods and/or additional phases or work that may be granted to the Provider and/or the not -for -profit organization, as applicable, in accordance with this Contract and/or the related not -for -profit organization agreement, if applicable. 2. Fire inspection certificate If Provider and/or the not -for -profit organization, as applicable, is required by the State of Florida, Miami -Dade County or any municipality to have a service site Fire Inspection Certificate, Provider and/or the not -for -profit organization, as applicable, shall keep on file the most recent inspection certificate within ten (10) days of execution of this Contract and/or the related not -for -profit organization agreement, if applicable. 3. Health inspection certificate If Provider and/or the not -for -profit organization, as applicable, is required by the State of Florida, Miami -Dade County or any municipality to have a service site Health Inspection Certificate, Provider and/or the not -for -profit organization, as applicable, shall keep on file. of the most recent Inspection within ten (10) days of execution of this Contract and/or the related not - for -profit organization agreement, if applicable. 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, Contract #:506-144 14 phone number: 850-410-8324. However, satisfactory background screening documentation will be accepted for those agencies that already conduct business with either the Department of Children and Families (DCF) or the Department of Juvenile Justice (DJJ) (Please note that DCF or DJJ will only process background screenings for those agencies/projects that are directly funded by DCF or DJJ). In addition, an Affidavit of Good Moral Character must be completed and notarized for each employee, volunteer and subcontracted personnel upon hiring. b. Provider shall provide The Trust with a copy of its policy regarding employee background screening within ten (10) days of execution of this Contract and/or the related not -for -profit agreement. c. Provider shall retain all records demonstrating compliance with the background screening required herein for not less than three years beyond the last date that all applicable terms of this Contract and/or the related not -for -profit agreement 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 and shall require each not -for -profit organization providing services as indicated on Attachment A to keep on file the following documentation for review by The Trust. b. The Internal Revenue Service (I.R.S.) tax status determination letter; c. 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 fling; d. 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 and shall require each not -for -profit organization providing services as indicated on Attachment A to keep on file copies of their respective policies on non-discrimination, equal opportunity and/or affirmative action, Americans with Disabilities Act, and drug -free workplace. XIV. XI.Civil rights and other regulatory compliance I. A.Non-discrimination and civil rights Programs receiving funding from The Trust shall not discriminate against an employee, volunteer, or client of the Provider or of any not -for -profit organization on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, religion, ancestry, national origin, Contract #:506-144 15 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 and shall require each not -for -profit organization providing services as indicated on Attachment A to 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 and shall require each not -for - profit organization providing services as indicated on Attachment A 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 this Contract and Provider shall have the right to terminate any corresponding agreement(s) with any not -for -profit organization providing services as indicated in Attachment A. If the Provider or any owner, subsidiary, or other firm affiliated with or related to the Provider, is found by the responsible enforcement agency or the courts to be in violation of these laws, The Trust will conduct no further business with the Provider. 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. B. Family medical leave Provider agrees and shall require each not -for -profit organization, as applicable, providing services as indicated on Attachment A to state 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 Contract and all or any portion of any related not -for -profit organization agreement. II. C. Domestic violence leave The Provider agrees and shall require each not -for -profit organization Contract #:506-144 16 providing services as indicated on Attachment A to state 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 Contractand all or any portion of any related not -for -profit organization agreement. III. D. Florida clean indoor air act Provider agrees that it is in compliance and shall require each not -for -profit organization providing services as indicated on Attachment A to state 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. IV. E. Public entities crime act Provider represents and shall require each not -for -profit organization providing services as indicated on Attachment A to represent that the execution of this Contract and any related not -for -profit organization agreement, as applicable, 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, may not submit a bid on a contract with The Trust for the construction or repair of a public building or public work, may not submit bids on leases of real property to The Trust, may not be awarded or perform work as a contractor supplier, subcontractor, or consultant under a contract with The Trust, and may not transact any business with The Trust in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in cancellation of all or any portion of this Contract and/or all or any portion of any related not -for -profit agreement and recovery of all monies paid hereto, and may result in debarment from The Trust's and/or the Provider'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. V. F. Living wage Provider agrees to require any not -for -profit organization providing services as indicated in Attachment A 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 for a sum of $100,000 or more to provide food Contract #:506-144 17 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. VI, G. Conflict of interest The Provider represents and shall require each not -for -profit organization providing services as indicated on Attachment A to represent that the execution of this Contract and any related not -for -profit organization agreement, 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 and shall require each not -for -profit organization providing services as indicated on Attachment A to agree to abide by and be governed by these conflict of interest laws throughout the course of this Contract and any related not -for -profit organization agreement(s) and in connection with its obligations hereunder. XV. XII. Child abuse and incident reporting I. A. Child abuse reporting Provider shall immediately report and shall require each not -for -profit organization providing services as indicated on Attachment A to 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 toil -free telephone number (1-800-96ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both the Provider and its employees and upon each not -for -profit organization and its employees. S. Incident reporting 1. Injury Provider shall complete and shall require each not -for -profit organization providing services as indicated on Attachment A to complete an incident report in the event of any serious bodily injury to anyone within the scope of this Contract or arising out of the performance of this Contract and/or any related not -for -profit agreement. The Provider shall provide written notification of the incident together with a copy of the incident report to The Trust within three (3) working days. The Provider shall provide written notification to The Trust, within seven (7) days, if any legal action is filed as a result of such an injury. Each not -for -profit organization providing any written notification hereunder to the Trust shall also provide written notification at the same time to Provider. Contract #:506-144 18 2. Sexual harassment The Provider shall complete and shall require each not -for -profit organization providing services as indicated on Attachment A to 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 and/or a not - for -profit organization employee and such not -for -profit organization has knowledge thereof . Provider shall provide written notification to The Trust within three (3) working days if such an allegation is made, The Provider shall provide written notification to The Trust, within seven (7) working days, if arty 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 Provider. 3. Civil rights violation Provider shall provide written notification to The Trust 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 Contract, Each not -for -profit organization providing any written notification hereunder to the Trust shall also provide written notification at the same time to the Provider. XVI. XIII. Notices It is understood and agreed that all notices pursuant to this Contract shall be in writing and sent by certified mail to the addresses for each Party appearing on page one of the Contract. It is the Provider's responsibility to advise The Trust in writing of any changes in name, address and/or telephone number. I. XVI. Autonomy Both parties agree that this Contract recognizes the autonomy of and stipulates or implies no affiliation between the contracting parties. It is expressly understood and intended that (1) the Provider is only a recipient of funding support and is not an agent or instrumentality of The Trust, and that the Provider's agents and employees are not agents or employees of The Trust; and (2) that the Trust is only a provider of funding and is not an agent or instrumentality of Provider, and that The Trust's agents and employees are not agents and employees of Provider. XVII. Breach of contract and remedies T. Breach A breach by the Provider shall have occurred under this Contract if the Provider: Contract # : 506-144 19 3. Fails to provide or to require to be provided the services outlined in the scope of services (Attachment A), the Request for Proposal/Invitation to Negotiate or the response to Request for Proposal or Invitation to Negotiate, whichever is applicable, within the effective term of this Contract; 4. Ineffectively or improperly uses The Trust funds allocated under this Contract; 5. Utilizes The Trust funds for local or state government programs that were previously funded by the local or state agency; 6. Does not require the not -for -profit organizations providing services as indicated in Attachement A to furnish the certificates of insurance required by this Contract or as determined by The Trust; 7. Does not meet or satisfy or require to be met or satisfied the conditions of award required by this Contract; 8. Fails to submit or submits incorrect or incomplete proof of expenditures to support disbursement requests or advance funding disbursements, or fails to submit or submits incomplete or incorrect detailed reports of requests for payment, expenditures or final expenditure reports or fails to require the not -for -profit organizations providing services as indicated in Attachment A to submit related and correct and complete proofs of expenditures and detailed reports; 9. Does not submit or submits incomplete or incorrect required reports pursuant to the scope of services in this Contract or fails to require the not -for -profit organizations to submit required complete and correct reports regarding related scopes of services; 10. Refuses to allow The Trust access to records or refuses to allow The Trust to monitor, evaluate and review the. Provider's program, including required client data and/or required not -for -profit organization data; 11. Does not comply with or fails to require the not -for -profit organizations to comply with the civil rights and other regulatory obligations detailed in Article XI; 12. Fails to comply or to require the not -for -profits organizations to comply with child abuse and incident reporting requirements; 13. Attempts to meet its obligations under this Contract through fraud, misrepresentation or material misstatement;. 14. Fails to correct or to require the not -for -profit organizations to correct deficiencies found during a monitoring, evaluation or review within the specified time; 15 Fails to meet or to require the not -for -profit organizations to meet the terms and conditions of any obligation or repayment schedule to The Trust or any of its agencies; 16. Fails to maintain or to require the not -for -profit organizations to maintain the confidentiality of client files, pursuant to Florida and federal laws, or; 17. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations in this Contract or fails Contract #:506-144 20 to require the not -for -profit organizations to fulfill in a timely and proper manner any and all of their respective obligations, covenants, contracts and stipulations related to this Contract. Waiver of breach of any provisions of this Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Contract. U. The Trust's remedies Upon breach of this Contract, The Trust may pursue any or all of the following remedies including a combination thereof: 18. The Trust may terminate this Contract by giving written notice to the Provider of such termination and specifying the effective date thereof at least five (5) business days before the effective date of termination. In the event of termination, The Trust may: (a) request copies of all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports prepared and secured by the Provider with The Trust funds under this Contract; (b) seek reimbursement of The Trust funds allocated to the Provider under this Contract; (c) at the sole discretion of The Trust, The Trust may terminate or cancel any other contracts entered into between The Trust and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such termination, including attorney's fees; 19. The Trust may suspend payment in whole or in part under this Contract by providing written notice to the Provider of such suspension and specifying the effective date thereof, at least five (5) business days before the effective date of suspension. If payments are suspended, The Trust shall specify in writing the actions that must be taken by the Provider as condition precedent to resumption of payments and shall specify a reasonable date for compliance. At the sole discretion of The Trust, The Trust may also suspend any payments in whole or in part under any other contracts entered into between The Trust and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such suspension, including attorney's fees; 20. The Trust may seek enforcement of this Contract including but not limited to filing an action with a court of appropriate jurisdiction. The Provider shall be responsible for all direct and indirect costs associated with such enforcement, including attorney's fees; 21. The Trust retains the option, at its sole discretion, to enter into a written remedial plan with the Provider to cure any breach of this Contract as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Contract and shall not affect or render void or voidable any other provision contained in this Contract; 22. Any and all other remedies available at law or equity. Contract #:506-144 21 V. CEO and City Manager authorized The CEO is authorized to terminate this Contract on behalf of The Trust. The City Manager is authorized to terminate this Contract on behalf of the Provider. W. Damages sustained Subject to the limitations and sovereign immunity provisions of Florida Statute Sec. 768.28, , the each party shall not be relieved of liability to the other for damages sustained by either or both by virtue of any breach of the contract. The Trust may withhold any payments to the Provider until such time as the exact amount of damages due The Trust is determined. Provider may withhold provision of any services hereunder until such time as the exact amount of damages due to Provider is determined. Each party may also pursue any remedies available at law or equity to compensate for any damages sustained by the breach. Each party shall be responsible for all of its own direct and indirect costs associated with such action including attorney's fees. XVIII. XVI.Termination by either party Both parties agree that this Contract may be terminated by either party hereto by written notice to the other party of such intent to terminate at least thirty (30) calendar days prior to the effective date of such termination. The CEO is authorized to terminate this Contract on behalf of The Trust. The City Manager is authorized to terminate this Contract on behalf of Provider. XIX. XVII. Termination due to lack of funds The Trust may terminate this Contract within five (5) business days if The Trust fails to receive funds through which this Contract is funded. XX. XVIII. Payment procedures The Trust agrees to pay the Provider for services rendered under this Contract outlined in Attachment A. Payment shall be made in accordance with forms found on The Trust's Funded Programs WWW Page (http://thechildrenstrust.org/programs.asp) and, if applicable, the Florida Prompt Payment Act. X. Requests for payment The Trust agrees to pay for expenditures in accordance with the terms outlined in, funding terms and conditions. An original Invoice, in the format prescribed by The Trust, plus two copies is due on or before the fifteenth (15) day of the month following the month in whichexpenditures were incurred (exclusive of legal holidays or weekends), The Trust agrees to reimburse Provider on a monthly billing basis. Y. Processing the request for payment In order to be deemed proper as defined by the Florida Prompt Payment Act, all invoices must comply with the requirements set forth in this Contract and Contract #:506-144 22 must be submitted on the forms as prescribed by The Trust. Invoices and/or documentation returned to Provider for corrections may be cause for delay in receipt of payment. Late submission may result in delay in receipt of payment. The Trust shall pay Provider within thirty (30) calendar days of receipt of Provider's properly submitted invoice and/or other required documentation. Z. Final request for payment A final request for payment from the Provider will be accepted by The Trust up to forty-five (45) days after the expiration of this Contract. If the Provider fails to comply, all rights to payment shall be forfeited. If after receipt of such final report, The Trust determines that the Provider has been paid funds not in accordance with the Contract, and to which it is not entitled, the Provider shall return such funds to The Trust or submit appropriate documentation to .support the expenditure. The Trust shall have the sole discretion in determining if the Provider is entitled to such funds and The Trust's decision on this matter shall be binding. Additionally, any unexpended or unallocated funds shall be recaptured by The Trust. AA. Return of funds In the event that the Provider, its independent auditor or The Trust discovers that an overpayment has been made, the Provider shall repay said overpayment within thirty (30) calendar days without prior notification from The Trust. XXI. Records, reports, audits and monitoring BB. Accounting records The Provider shall keep for not less than (5 ) years and shall require each not -for -profit organization providing services as indicated on Attachment A to keep accounting records which conform to generally accepted accounting principles. Ali such records will be retained by the Provider and/or each not - for -profit organization, as applicable, for not less than three (3) years beyond the last date that all applicable terms of this Contract have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. Because Provider is a municipality, Provider must retain all such records for not less than five (5) years beyond the last date that all applicable terms of this Contract have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. CC. Financial audit Within 120 days of the close of its fiscal year, Provider agrees to submit to The Trust a certified independent fiscal audit of all its corporate activities and any accompanying management letter(s), for each year during which this Contract remains in force and until all funds expended from this Contract Contract #:506-144 23 have been audited. This audit shall be conducted in accordance with auditing standards generally accepted in the United States of America and standards contained in the Government Auditing Standards issued by the Comptroller General of the United States. The fiscal audit must also be conducted consistent with the United States Office of Management and Budget Circular A-133, Audit of States, Local Government and Non -Profit Organizations and the Florida Single Audit Act, Florida Statutes 215.97, as applicable. For audits conducted under the Office of Management and Budget Circular A- 133, Audit of States, Local Government and Non -Profit Organizations and the Florida Single Audit Act, Provider must also submit the schedule of expenditures pertaining to awards, summary schedule of prior audit findings, applicable auditor's reports and the corrective action plan when the schedule of findings and questioned costs prepared by the independent auditor discloses audit findings relating to this contract. In the event that the independent auditor does not disclose audit findings relating to this Contract, the Provider shall provide written notification to The Trust that an audit of the Provider was conducted in accordance with applicable laws and regulations and that the findings and questioned costs disclosed no audit findings related to this Contract; and, that the summary schedule of prior audit findings did not report on the status of any audit findings relating to awards that The Trust provided. Audit extensions may be granted in writing by the contract manager upon receipt in writing of such request with appropriate justification by the Provider. DD. Access to records: audit The Trust reserves the right to require the Provider to submit to an audit by an auditor of The Trust's choosing. The Provider shall provide access to all of its records which relate to this Contract at its place of business during regular business hours. The Provider agrees to provide such assistance as may be necessary to facilitate their review or audit by The Trust to insure compliance with applicable accounting and financial standards, including access by the Trust or its designee to the Provider's independent auditor's working papers for complying with federal, state or local requirements. EE. Informed consent The Provider agrees and shall require each not -for -profit organization providing services as indicated on Attachment A to agree that anyone who receives services paid for by this Contract shall be informed of procedures to gather follow-up information on participants after services. Participants shall be asked to consent, voluntarily, to being contacted for this information. Participants shall be asked to sign a consent form, which allows for follow-up contact by The Trust. The form included as Attachment C, available in English, Spanish, and Creole, shall be used for this purpose. Forms will be given to The Trust, with a copy filed in the participant's record. The form must also indicate non -consent when that is the participant's response. The Provider agrees and shall require each not -for -profit organization providing Contract #:506-144 24 services as indicated on Attachment A to agree to ensure that each participant's contact information is current and updated upon exiting the program. FF. Programmatic Data reporting Provider agrees and shall require each not -for -profit organization providing services as indicated on Attachment A to agree to comply and participate in any data collection reporting, including participant data as required by The Trust and described in Attachment D, Programmatic Data Reporting Requirements. In addition, Provider agrees and shall require each not -for - profit organization providing services as indicated on Attachment A to agree to furnish The Trust with quarterly program narrative reports in the format to be specified by The Trust. GG. Monitoring: management evaluation and performance review. The Provider agrees and shall require each not -for -profit organization providing services as indicated on Attachment A to agree to permit The Trust personnel or contracted agents to perform random unscheduled monitoring, reviews and evaluations of the program which is the subject of this Contract. The Trust shall monitor both fiscal and programmatic compliance with all the terms and conditions of the Contract. The Provider shall permit and shall require each not -for -profit organization providing services as indicated on Attachment A to permit The Trust to conduct site visits, client interviews, client assessment surveys, fiscal review and other techniques deemed reasonably necessary to fulfill the monitoring function. A report of The Trust's findings will be delivered to the Provider and the Provider will rectify 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 Trust may terminate any part or all of this Contract. The Trust shall conduct one or more formal management evaluation and performance reviews of the Provider and/or not -for -profit organization(s) providing services as indicated in Attachment A, as applicable. Continuation of this Contract 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 Contract and the timely receipt of requested information shall be considered factors in evaluating future funding requests. HH. Client records The Provider shall maintain and/or shall require each not -for -profit organization providing services as indicated on Attachment A to 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 Contract #:506-144 25 requirements under this Contract and under each not -for -profit organization agreement. All such records will be retained by the Provider for not less than five (5) calendar years after the client is no longer enrolled. Provider agrees to comply and shall require each not -for -profit organization providing services as indicated on Attachment A to comply with all applicable state and federal laws on privacy and confidentiality. II. Internal documentation Provider agrees and shall require each not -for -profit organization providing services as indicated on Attachment A to agree to maintain the following, as applicable: (1) personnel files including hiring records, background screening results, job descriptions, and evaluation procedures, (2) authorized time sheets, records, and attendance sheets, (3) daily activity log and monthly calendar, (4) signature of person at sites authorizing presentations, (5) training modules, (6) pre and post session questionnaires, (7) client information release form, (8) agency policies and (9) such other information as requested by The Trust. 33. Units of service Provider agrees and shall require each not -for -profit organization providing services as indicated on Attachment A to agree to document and maintain a permanent record of beginning and ending service time and date of service for all time based units of service. KK. Revenue maximization documentation Provider agrees and shall require each not -for -profit organization providing services as indicated on Attachment A to agree 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. XXII. XX. Confidentiality The Provider and The Trust understand and shall require each not -for -profit organization providing services as indicated on Attachment A to agree that during the course of performing the work hereunder, each party may have access to certain confidential and proprietary information and materials of the other party in order to further performance of the work. The parties hereto and each not -for - profit organization providing services as indicated in Attachment A 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 and each not -for -profit organization providing services as indicated in Attachment A 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 Contract Contract #:506-144 26 imposes no obligation upon the parties hereto nor upon each not -for -profit organization providing services as indicated in Attachment A 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) 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 Contract shall remain in full force and effect after the termination of this Contract. XXIII. XXI. Security obligation Provider shall maintain and shall require each not -for -profit organization providing services as indicated in Attachment A hereto to maintain an appropriate level of data security for the information the Provider is collecting or using in the performance of this Contract and the related not -for -profit organization agreement(s). This includes, but is not limited to, approving and tracking all Provider and not -for -profit organization employees who request system or information access and ensuring that user access has been removed from all terminated Provider and not -for -profit organization employees. XXIV. XXII.Publicity I. A.Publicity It is understood and agreed between the parties hereto that this Provider is funded by The Trust. Further, by the acceptance of these funds, the Provider agrees that events funded by this Contract shall recognize The Trust as a funding source. The Provider shall ensure that all publicity, public relations, advertisements and signs recognizes The Trust for the support of all contracted activities. The use of the official The Trust logo is permissible. The Provider shall ensure that all media representatives, when inquiring about the activities funded by this Contract, are informed that The Trust is its funding source. Provider shall distribute a press release announcing that it has been awarded funding by The Children's Trust. Provider shall, if it possesses the appropriate technology, provide a link between Provider's website and The Children's Trust website. II. B.Publications Provider agrees to supply The Trust, without charge, up to three copies of any publication developed in connection with implementation of programs addressed by this Contract. Such publications will state that the program is supported by The Trust. Provider agrees that The Trust will have unlimited use of copyrighted materials developed under this Contract. Contract #:506-144 27 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: 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 ninon y las familias en Miami - Dade. Kreyol : City of Miami, Office of the Mayor's Miami Youth Council finanse pa "The Children's Trust". Trust Ia, ce you sous lajan ke gouvenman amerikin vote an referandom you ke' li investi bien nan pwogram kap ameliore la Vi Ti Moun ak fanmi yo nan Miami Dade. XXV. XXIII. Miscellaneous I. A. Modifications and change orders Any alterations, variations, modifications, extensions or waivers of provisions of this Contract including but not limited to amount payable and effective term shall only be valid when they have been reducedto writing, duly approved and signed by both parties and attached to the original of this Contract. The Trust and Provider mutually agree that modification of the scope of service, schedule of payments, billing and payment procedures, set forth herein and other such revisions may be negotiated as a written amendment to this Contract between the parties. The Trust's CEO is authorized to make modifications to this Contract as described herein on behalf of The Trust. The City Manager is authorized to make modifications to this Contract as described herein on behalf of Provider. II. 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 Contract without the prior written approval of The Trust and Provider, 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 Contract. Contract #:506-144 28 III. C.Contract guidelines This Contract is made in the State of Florida and shall be governed according to the laws of the State of Florida. Proper venue for this Contract shall be Miami - Dade County, Florida. The parties irrevocably waive any rights to a jury trial. IV. D.Headings, use of singular and gender Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Contract. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. V. E. Totality of contract/severability of provisions This Contract with its recitals on the first page of the Contract and with its attachments as referenced below contain all the terms and conditions agreed upon by the parties: Attachment A: Scope of Services and Evaluation Measures Attachment B: Budget Attachment C: Consent to Contact Forms (English, Spanish, Creole) Attachment D: Programmatic Data Reporting Requirements Attachment E: The Trust's Request for Proposals Attachment F: Provider's Response to the Request for Proposals No other contract, or& or otherwise, regarding the subject matter of this Contract shall be deemed to exist or bind any of the parties hereto. If any provision of this Contract is held invalid or void, the remainder of this Contract shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. VI. XXIV.Contract number This Contract is assigned as contract number 509-;19. iqq Contract # : 506-144 29 The parties have caused this Contract, including Attachments A, B, C, and D to be executed by their respective and duly authorized officers as of the day and year first above written. City of Miami Agenc Nam By: Attes By: • oe Arriola, City Manager 0044 Priscilla A. Thompson, City Clerk Approv';t ; orm and rred ctness: B � Jorge L. Apprb By: Dania F. Carrillo, Risk Management Administrator ndez, City Attorney to Insurance Requirements: The Children's Trust MIAMI-DADE COUNTY, FLORIDA By: By: , Trust Secretary Approved as to Form and €Jerrrreeetness: By: Assistant CountyAttorney Y �� Attachment A: Scope of Services and Evaluation Measures Attachment B: Budget Attachment C: Consent to Contact Forms (English, Spanish, Creole) Attachment D: Programmatic Data Reporting Requirements Attachment E: The Trust's Request for Proposals Attachment F: Provider's Response to the Request for Proposals Attachment G: Form of Acknowledgement of Contract by Not -for -Profit Organizations providing services indicated in Attachment A above This contract is not valid until it has been signed by both parties. Contract # : 506-144 30