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HomeMy WebLinkAboutExhibit 26CONTRACT 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 15t 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 B1vd.lseofoaoridMiami, avingFlorida offices ate and 444 City 2nd,am,l, a municipal corporation of the Staten Avenue Miami, Florida 33130 (hereafter ender�ngto as the of servicesito,or childPenvaddr") states, conditions and covenants for the 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. 05-0470, adopted by the City Commission on July 28, 2005 recognizes the request from the Mayor's Office to establish the Miami Youth Council and authorizes Trust to City establishManager and to fund thegrant Miami Youth amount of $104,146.00 from • Council during the 2005-2006 school year and to execute the necessary documents to implement the acceptance of the grant award; and WHEREAS, the Provider through its Office of the Mayor provides and/or develops or agrees to require the third -party not -for -profit orlganizations listed on Attachment A hereto to provideand/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 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 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 $104,146.00. 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 cQrksPrt arA in rmmnlianr.e. If the Provider fails to serve or to require to be 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 thenumber f un by Theprovided by such not -for -profit organization. Any delay in Tris 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. e Provider attests to The Trustthat unlesser expresslysement is authorized bylThle Trust. or used for invoiced units of services G. Administrative costs In no event shall The Trust fund indirect administrative costs in excess of ten (10%) percent of the total budgeted expenses requested to be funded. If the budget includes a line item for indirect such expive enditure,withn the Provider must support or require to be supported documentation deemed acceptable by The Trust. H. Advance payment • 1. Advance payment requests The Trust offers advance payments only line exceptional tiolcases. After award request an advance of a contract, Providers have five (5) bus y payment. The request should include the amount requested and the justification(s) for that amouount.The All advance paymenterequeststmust be 15%s to of the total contra ct 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 XVIII,invoice PaymentcPro�edures, rm to the payment requirements outlined in Section of this contract. The "advance invoice" amount shall not exceed the advance payment amount. If the "advance educt the differenceinvoice" from the next the advance amount, The Trust will applicable monthly payment request. 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 agreernent(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 1. 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 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 al! 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, 6s 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 be owned ,bYre Theintended Trus and mThe ust be tagged at programs, considered to 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 longer funded by the Trust, the equipment will be returned to The Trust for use by another funded program unless it is fully depreciated. The Provider must initiate and/or require such not -for -profit organizations to initiate return of such capital equipment to the contract manager. Ownership of capitalequipment Trust's fixedllbe asset ransferred to the system provided that Provider and removed from 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 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 skiilful 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. 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 ail 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. C. The provisions of this section on indemnification shall survive the expiration or termination of this Contract. VIII. VIII. Ownership and indemnification es Chapter intellectual property right subject to Florida Statutes, 119 Public Records Law and Florida Statutes Section 768.28 IX. X. XI. A. Ownership of intellectual property rights The parties understand that this Contract is subject to the provisions, limitations and exceptions of Chapter 119, by ChapterFlorida e119e Florida public records. Accordingly, to the extent permittedproperty developed Statutes, The Trust retains sole ownership of intellectual prop Y under this Contract. Anydata, reports, drawings, documents or other information n of es do nprovided r vis ed by the Provider to The Trust during the performance o Agreement and any reports, drawings or other ewritings ros d under er this he 9 Trust's disclosures and created as part of the eof the Provider at all times. Agreement shall be and remain the sole property access, use, assemble and Notwithstanding the foregoing, The Trust may disseminate such data for reporting compliance m1to thenexstatistical entl pe tuted by purposes, provided that Provider otherwise 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 uses any funds provided by the licensing should be in the exclusive name of The Trust only if Prould Trust to pay for such required licenses. arisingHowever,should hoviderof others' payment for any such licensing fees or costs intellectual property rights ri hts from funds not provided by the Trust under this Contract, then licensing shall be in the exclusive name of Provider. R. C. Indemnification subject to Florida Statutes Section 768.28 II. III. Subject to the limitations and sovereign immunity hall indemnify provisions and nso f Florida Statute Sec. 768.28, each party employees, agents and hol harmless the other party and its officers, instrumentalities from any and ostsliability; ofdefense, which its officers, including attorneys' fees an employees, agents or instrumentalities Costs and expensesay incur as a lforfor liability of any nature or kind, including on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performanceltcontractors may use Neitherof the Contract. The Trust nor Provider, or letters, service any design, device, materials or works � covered any other intellectual mark, and trademark, patent, copyright right manufactured or used in the performance of this property g Contract. It is mutually agreed a �understood without terms of this Contract and on that such use is outside the scope 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 e of The Trust or Provider, uas its or actions of any kind or nature in the namappellate proceedings, and shall applicable and where applicable, including a pp issue thereon. pay all costs, judgments, and attorneys fees which may XII. IX. Insurance A. Provider self -insured Provider shall provide to the Trust upoexecution ctapplicable Contract ar Florida Provider's letter of self-insurance indicatingcoverages sur ng mp unici al corporation. The Provider shall be responsible erfor ass in i force for that self-insurance regntraain tual period, with this duration of the co I. B. Minimum insurance requirements for not -for -profit organizations: certificates of insurance The Provider require that all not -for -profit organizations he proCity of idimiservices as indicated in Attachment A hereto shall furnish Miam Department artment of Risk Management, 4445.W. 2nd ee�nuAvenue,gth Fl000r, a ot-for- i, FL 33130 upon execution of each agreement betty profit organization, Certificate (s) of Insurance which indicate that insurance 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 �� be r odesignated anurrence for bodily d shown an ry and property damage. The Trust m 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 occdesignated Hated and shorrence for lly wnnas juraynand property damage. The Trust must be g 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 etl ws of the State oflFlo issued w with companies authorized to do business under t following qualifications: 1. The company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New )ersey, or its equivalent, subject to the approval of The Trust's Risk Management Division, or 2. The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida" issued by helo Stateida of Florida ranty Department of Insurance and are members of III. D. Modifications and changes for not -for -profit organization coverages All insurance certificates from the not -for -profit organizations capon ori change services as indicated in Attachment A will indicate s advance notice to the in insurance shall be made without thirty (30) Y 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 uorganng zationsof pes and amounts of coverages provided by the not -for -profit upon any renewal of this Contract, if any, and Provider. anycorresponding renewal, if any, of any not -for -profit agreement with NOTE: THE CERTIFICATE HOLDERMUST READ: The City of Miami Department of Risk Management 444 S.W. 2nd Avenue, 9`" Floor Miami, Florida 33130 Compliance with the foregoing requiremets shallithis relieve theection of -for - profit organization of liability and obligation 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 nsurance for the cerurti tificn ates of thequired in conjunction with this Section remain in force contractual period; including any and all renewal pee dsaVand/or additional dance phases or work that may be granted to and/ Y with this Contract and the related agreement t certifiwith ch ates scheduledtoexpire organization(s), if applicable. If insurance organization(s) shall be during the contractual period, the renewed insurance certificates to The Trust responsible for submitting new and to Provider at a minimum of thirty (30) calendar days in advance of such expiration. In the event that expired contrlactual period, The Trustcates are not ewith iieW or renewed certificates which cover the c request Provider to suspend the agreement with Atta not-for-profit A to this organization(s) providing services as Contract until such time as the new or renewed Wedd nttheategaretre eP opa al; ived by The Trust and Provider in the manner prescribed does not exceed thirty (30) provided, however, that this suspended periody (30) calendars days, The calendar days. If such suspension terminate ths e portion of the services in Trust may, at its sole discretion, such Hat -for profit Attaccment A to this Contract which Provider der to terminatesuchh related agreement organization and may requestfor cause and seek re- (s) with such not -for -Profit organization (s) 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 lydetewith rminecertificates by The or written verification required under this section or as Management Division and/or the City's Risk Manage Teeust nt s dinisttheCtyr after review of the scope of services (Attachment A), Thehall not disburse any funds until both are provided with the the ce say stofcates of insurance or written verification. Failure provideweh of not- h insurance or written verification upon execution of agreement(s) of the for -profit organization(s) may result in termination of all or any part nrnnt award. XIII. X. Conditions of award Provider agrees that it has met or will meet and tdinat it shall AttachmentAttachmenguire t A beret toech h-for- ave profit organization providing services as indicate met all of the following conditions of award. Failure tC ntract or any part of the followingo satisfy any of the conditions of award may result in termination of this grant award. Z. A. Programmatic conditions of award 1. Licensure Upon execution, if the Provider and/or or Miami-t Dade County to be organization, as applicable, is required by the State of Florida licensed or certified to provide the services oroperate the facilit thei snoutlined for in the scope of services (Attachment A), the Provider 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 ring rc int lcenses force for thered by du titian the State of Florida or Miami -Dade Countema all renewal periods and/or of the contractual period, including any andranted to the Provider and/or the additional phases or work that may be g 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 livable, is required If the Provider end/Frthe Miami -Dade County oroany municipality to have a by the State of Florida, service site Fire Inspection Certificate, Provider and/or the not-for-profit on file the most recent inspection organization, as applicable, shall keep 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 applicable, is required If Provider and/or the not -for -profit organization, as by the State of Florida, Miami -Dade County or any municipality to have a service site Health Inspection Certificate, Providertrend/o and/or the recent not -for -profit organization, as applicable, shall keep on file within ten (10) days of execution of this Contract and/or the related not - for -profit organization agreement, if applicable. 4. Employee background screening and 39.001, a. In accordance with Sections 984.01(2)(a), 985.01(2)(a), Florida Statutes, only employees, volunteers and subcontracted personnel with a satisfactory background rei eck through under the age a screening agency may work in direct contact with f eighteen. Background screenings cement {FD EIeed through the }tVECHS Program, Florida Department of of Law Enfor 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 D7J 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 filing; 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, or age except that programs may target services for specific client groups disability, 9 as defined in the Request for Proposal (RFP) or response to the RFP. Additionally, Provider shall demonstrate and Qn shall require A tnot-for-profit de p°an�t��te organization providing services as indicated that it has standards, policies, and practices necessary to render services in a manner that respects the worth of theindiidual and d protects and reserves the dignity of people of diverse cultures, a xual 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 ti an ment Code")o abide by Chapter 11A of the Code of Miami -Dade Y s amended, which prohibits discrimination in a Aploct of yment, housing ing and public, which accommodations; Title VII of the Civil Rights 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; Sectiwho n h 504 4 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as s 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 cehavet ftheevidence right to terminate or any tion under any of these laws, The Trust shall portion of this Contract and Provider shall have or profit organization he right to i providing corresponding agreement(s) with any services as indicated in Attachment with If the to the Provider, dery srfound by subsidiary, or other firm affiliated the responsible enforcement agency or the courts to be in violation of theset- laws, The Trust will conduct no further bssd�a busder. If any n iness with with for -profit organization or any owner, subsidiary, or other firm or related to such not -for -profit organization, on found by ylawsrthpe Trust will ble enforcement agency or courts to be in viol conduct no further business with such not -for -profit organization. B. Family medical leave Provider agrees and shall require each ated onrAtta Attachment A to+state that it is applicable, providing services as in in compliance with the Family Medical LeaveAct (28 USC 2 e0s an et. seq. e . and e §11A-29 et. seq. of Miami -Dade County � more employees who in the regular course of business has fifty (50) or_during each of twenty working in Miami -Dade County for each ro working fam family medical leave to its (20) or more calendar work weeks to p grounds for voiding employees. Failure to cooof any ormploy befor comply with this local law may portion of this Contract and all or any p terminating all or any p reement. related not -for -profit organization ag II. C. Domestic violence leave The Provider agrees and shall require each not -for -profit organization 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 terminating all or any portion of this Contractand all or any portionof 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, 5386.201, 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-pde�arm nt from The Teust's and/oragreement and rcovery of lthe monies paid hereto, and may result in 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 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 -ft n th t th�tron providing services as indicated on Attachment A to rep ese 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 toll -free telephone number (1-800-96ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both the Provider and its employees 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 a result of such an tinry. Each not -for -profit organization hereunder to the Trust hall also provide proovidingg any written notification written notification at the same time to Provider. 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 p notification toion The has knowledge thereof . Provider shall pro 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 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 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 providiiisteng an y written tten in Article XI of this Contract. Each not -for -profit organization t on 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 certifiedt Sa�Iheothe addresses for each Provider's responsibility to advisty e The Trust in pearing on page one of the Contract. 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 of only Trust,pient of and that the support and is not an agent or instrumentality Provider's agents and employees are not agentsor employees is not an of The Trust; and (2) that the Trust is only a provider of funding and 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: 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 state ernment programs that were previously funded by the local 6. Does not require the not -for -profit organizations providing services as indicated in Attachei'r+or as determined bycertificates The Trust;insurance required by this Contract 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 anccomelfunding disbursementsete proof of `eor s to support disbursement requests or reports fails to submit or submits incomplete ° �'nalorrect expend expenditure its oMails requests for payment, expenditures to require the not -far -profit organizatio�srproviding complete proofsi of ed in Attachment A to submit related and co 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 o submit required complete and correct reports regarding related scopes ofservices; to records or 10. Refuses to allow The Trust access view the Provider'srefuses program,Wnc tiding The Trust to monitor, evaluate and required client data and/or required not -for -profit organization data; 11. Does not comply with or faiis 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 evaluation organizations w within the to correct deficiencies found during a monitoring, specified time; 15. Fails to meet or to require the not -for -profit orrepayment s�ched ons tole toeThet e terms and conditions of any obligation Trust or any of its agencies; 16. Fails to maintain or to require the not-for-profit 4FIor da and federal zations to maintain the confidentiality of client files, pursuant 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 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. ioatiof all finished or the event of termination, The Trust may: (a) requestcopies 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 and shall not affect orch rende eial aoid orlan voidablell e an addition to this Contra any other provision contained in this Contract; 22. Any and all other remedies available at law or equity. V. CEO and City Manager authorized e The CEis aut horized to terminate this Contract on behalf of the Provider. The City Manager is authorized to terminate this Contract on behalf W. Damages sustained provisions of Florida Statute Sec. Subject to the {imitations and sovereign immunity p The Trust may the each party shall not be relieved of liability hecontract.theother for damages 768.2i3' virtue of any breach of sustained by either or both by exact old anypayments to the Provider until such time as the provision amount of any damawithhold services es due The rTrust lls u h time nas the exact amount of damages due to Provider services hereunder art may also pursue any remedies availableat law equity isdetermined• fEor party es sustained by the breach. Each party re compensate for any damag • 1e for all of its awn direct and indirect costs associated with such action responsible including attorney's fees. XVIII. XVI.Termination by either party either party hereto by agree that this Contract may be terminated by Both parties of such intent to terminate at least thirty (30) written notice to the other partyManager is calen dar days prior to the effective. date of such termination. T The CEOis authorized to terminate this Contract on inate this Contract on behalf of Provider. authorized to term XIX. XVII. Termination due to lack of funds business days if The Trust The Trust may terminate this Contract within five (5) fails to receive funds through which this Contract is funded. XX. XVIII. Payment procedures agrees to pay the Provider for services rendered rda und r e with formsContract TheTrust g outlined lined in Attachment A. Payment shall be made , the Florida Prompt found t ld enstu st.org/pro9 a WWWams Page ( The Trust's asp) and, if applicable http://thech Payment Act. X. Requests for payment The Trust agrees to pay for expenditures in accordance with the terms in,outlifunding terms and conditions. An originoal invoice, in the r before the fifteenth prescribedcedplus two copies is due on by The Trust, p expenditures were (15) day of the month followingthemonth rke which The Trust agrees to incurred (exclusive of legal holidays reimburse Provider on a monthly billing basis. Y. Processing the request for paymentthe Florida Prompt Payment Act, In order to be deemed proper as defined by all invokes must comply with the requirements set forth in this Contract and must be submitted on the forms as prescribed by The Trust, Invoices and/or documentation returned to Provider for corrections may be cause for delay in receipt of payment. Late submission may result in delay in receipt of payment.(30)or calendar days of The Trust shall pay Provider within thirtyother calrequired receipt of Provider's properly submitted invoice and/ documentation. Z. Final request for payment A final request for payment from the Provider will be accepted by The Trust upder to forty-five (45) days after the expiration of isnIf after Ifrethe Poo suchi all rights to payment shall be forfeited. fails to comply, paid funds not final report, The Trust determines and to wht the ich it not entitled, the Provider in accordance with the Contraro riate documentation to shall supporttthn such funds e. o The Trust shall have tor submit he sole discretion in determining the expend determining if the Provider is entitled to such anndunexpendedrortunallocalt d on on this matter shall be binding. Th Addie tionally, Y funds shall be recaptured by AA. Return of funds In the event that the Provider, its independent auditoderall repay sair or The Trud discovers that an overpayment has been made, the overpayment within thirty (30) calendar days without prior notification from The Trust. XXI. Records, reports, audits and monitoring BB. Accounting records years and soap require each The Provider shall keep for not less than (5) organization providing services as indicated on Attachment A to not-for-profitenerall accepted accounting keep accounting records which conform to the Provider and/or each not - principles. All such records will be retained for not less than three (3) years beyond for profit organization, as applicable, ed the las t date that all applicable terms of this Contract have been ns havebeen with and final payment has been receirodand rate entity. Provider �s a submitted to and accepted by the appropriate Provider must retain all such recordsrfor of this` s Contract (5) municipality, ter years beyond the last date that all applicable ro riate been complied with and final payment has been received e and r ate propri audits have been submitted to and accepted by CC. Financial audit agrees to submit to Within 120 days of the close independent fits fscallaudit,ofrall its corporate activities and eany accompanying management The Trust a certified ement letter(s), for each year during which this from this Contract Contract remains in force and until all funds expended 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 Thlting fiscal audit must also be conductedtandards issued by the Comptroller General of the United States. e consistent with the United States Office of Management and Budget Circular A--133, Audit of States, Local FGovernment Statutes 2 5�97� as applicable.rofit Organizations and the Florida Single Audit Act, For audits conducted under the Office of Management and Budget Circular A- 133, Audit of States, Local Government andNon-Profit Organizations h duletions and the Florida Single Audit Act, Provider must also 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 t°lose and t findings relat ng to this this contract. In the event that the independent auditor does not dis 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 audit findings he summary schedule relat relating prior awaraudit ds that The did of not report on the status any 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 statel oraerlocIrequirements.itor's working papers federal, for complying with 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 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 shallrequire on indicate providing services as Attachment A to agree to permit The Trust om uled personnel or contracted agents to perform which�s the subject oft his Cont act• reviews and evaluations of the program The Trust shall monitor both fiscal and programmatic The Provider shall peiance rmit avid shallhe terms and conditions of the Contract. 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 mheiProv der and the Provider will rectify ort of The Trust's findings will be delivered to t or cause to be rectified all deficiencies cited within the period of time specified in the report. If such deficiencies any parttor all of this Contract. The corrected within the specified time, The Trust may to Trust shall conduct one or more formal management evaluation and performance reviews of the Provider and/or n t asoprofit cableorganization(s) providing services as indicated in Attachment Continuation of this Contract or future funding issda pendmonent g nrsatisfactory evaluation conclusions. Furthermore, 9 ports, responsiveness to corrective action, the satisfactory performance of the requirements of this Contract and the timely future fundingiptf requests information shall be considered factors in evaluating HH. Client records The Provider shall maintain and/or hall require each A po mrofitaintain a organization providing services as indicated on Attachment separate individual case file for each client/family served. hirrca e fil, shell include all pertinent information regarding case activity. At case file will contain referral and intake information, � aQi provided and reatment hie kind of ans, and case notes documenting the dates serve services provided. These files shall be subject to the audit and inspection requirements under this Contract and under each not -for -profit organization agreement. All such records will be is no longeeenrolledr for not Provideess than agrees five (5) calendar years after the client 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. JJ. 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 providinand Ig services as indicated on Attachment A to agree to comply any reporting and documentation required by federal, state and other funding sources such as but lot limited to Title IVE of the Social Security Act, Temporary Assistan+e for Needy Families (TANF) Block Grant, etc. XXII. XX. Confi • entiality The Provider and The Tr st understand and shall require each not -for -profit organization providing s -rvices as indicated an Attachment A to agree eathatcess during the course of performin• the work hereunder, each party may have certain confidential and +roprietary information e wrkThe parties hereto the and and each party order to further perfo mance of th heret profit organization provi+ing services as indicated in Attach m dnrA and o shall protect confidential info mation and comply applicable on confidentiality to pre ent unauthorized use, dissemination or publication of confidential information as each party uses to protect its own confidential information in a like ma net. The parties hereto and each not -for -profit organization providing services as indicated in Attachment A hereto shall to any employee not disclose the confidential information to any third party, or or contractor who does no have a need to khereundernHoweve nsuch ,thislContracch t`s related to performance Of a responsibility nor upon each not-for-p imposes no obligation upon the parties hereto ed ii Attachment A hereto P h respect organization providing services as indicated to confidential information which (a) was lawfully a matter of public knowledget before receipt from the other, (b) is or becomes 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 approval. The with the other party's prior written 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 ro mate providing services as indicated in Attachment Ahereto s oomaintain ain ai oa appropriate o the level of data security for the information theProvider or organization performance of this Contract and the related not-for-profitapproving and tracking ail agreement(s). This includes, but is not limited to, Provider and not -for -profit organization employees who request system or information access and ensuring that user acces has empen loyees. removed from all terminated Provider and not -for -profit organization XXIV. XXII.Publicity I. A.Publicity It is understood and agreed between the parties of these funds, the Provider funded by The Trust. Further, by the acceptance agrees that events funded by this Censure thatract ll ail�publicitycognize Tpublic relations, he Trust as a funding source. The Provider shall support of all advertisements and signer use°gnizes The Trust for the of the official The Trust logos permissible. contracted activities. Th The Provider shall ensure that all media representatives, whthet The irirust is its about the activities funded by this Contract, are funding source. Provider shall distribute a press release leases announcing that it has been awarded funding by The 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 n with emen ation of programs any publication developed in conneCb�icat onsi w¢11 statetth t he program is addressed by this Contract, Such pu supported by The Trust. Provider agrees that this Coe ntract. tracll have unlimited pp under use of copyrighted materials developed o and the following paragraph funded by The Children's Trust, including Providers shall include The Children's Trust logo es flyers, websites or b all not limitedals tofeatewsl programs releases, brochures,public: but limited newsletters, pressgeneral p any other materials for dissemination to the media or g English: uncil is The City of Miami, Office of the Mayor's Miami Youthice ofo rncenufunded by established b iSheen's Trust referenduhe Trust m to improve the lives of children and established by voter families in Miami -Dade County. Spanish: Mayor's Miami Youth Council esta financiado El City of Miami, Office of the e por El E+d ecomiso de los Ninos (The Children's Trust). El ld onm is° delos Ninon es una Puente de arr1as visas deros ni as y las familial en Miami - referendum para met Dade. Kre Office of the Mayor's Miami Youth Council finanse pa "The CityMiami, sous lajan ke gouvenman amerikin vote Chill drr en's Trust". Trust !a, ce yonwo ram kap ameliare la Vi Ti an referandam you ke' !i investi bien nan p g Moue ak fanmi yo nan Miami Dade. XXV. XXIII. Miscellaneous I. A. Modifications and change orders of revisions variations, modifications, extensions or waivers p Any alterations, but not limited to amount payable and effective of this Contract including have been reduced to writing, duly term shall only be valid when they approved and signed by both parties and attached to the original of this Contract. agree that modification of Cs set forth e of The Trust and provider mutually billing and payment procedures, service, schedule of revisions may be negotiated as a written amendment herein and other to this Contract between the parties. The Trust's CEO is authorized to make modifications Managhr is authorized to described herein on behalf of The Trust. The City make modifications to this Contract as described herein on behalf of Provider. II. B.Subcontractors and assignments _ refit parties agree that no assignment, subcontract, as ct, or no not-for-profit ofitAttachment A The p rear organization agreement for services pro will be made or let in connection with this Contract ithooue t the prior hereof refit ably written approval of The Trust and Provider, w and not -for -profit withheld, and that �alinsuse°��ces shall beactors, sgovernled by the terms and organizations providing conditions of this Contract. III. C.Contract guidelines according This Contract is made in the State of Florida forthis shall be CotraQt shalld be Miami -according to the laws of the State of Florida. Proper venue 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 f th intended to expand or restrict the scope or substance of the provisions shall Wherever used herein, the singular shal��clude read asthe masculine� felminline or include the singular, and pronouns shall neuter as the context requires. V. E. Totality of contract/severability of provisions This Contract with its recitals on the rn allt page the terms a d conditons agreed with its attachments as referenced, below co ta 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 this No other contract, oral or otherwise, regarding af the part a heretot matter . If any Contract shall be deemed to exist or b Y provision of this Contract is held invalid f suchidrema�nder would then continue remainder of this Contract shall not be affected thereby law. to conform to the terms and requirements of applicable VI. XXIV.Contract number This Contract is assigned as contract number 509-193 he 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. Cit of Miami Agency Name By: Joe Arriola, City Manager Attest: By: Priscilla A. Thompson, City Clerk Approved as to Form and Correctness: BY: City Attorney Jorge L. Fernandez, Approved as to Insurance Requirements: The Children's Trust MIAMI-DADE COUNTY, FLORIDA By: By: Modesto E. Abety, President/CEO Trust Secretary Approved as to Form and Correctness: By: Assistant County Attorney By: Dania F. Carrillo, Risk Management Administrator 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 Form of Acknowledgement of Contract by Not -for -Profit Organizations providing Attachment G: services indicated in Attachment A above This contract is not valid until it has been signed by both parties.