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HomeMy WebLinkAboutExhibitDraft 10/31/06 PROFESSIONAL SERVICES AGREEMENT BETWEEN The City of Miami and REGARDING THE CHILDREN'S TRUST FUNDED PROGRAMS AND SERVICES FOR Out -of -School 2006-2007 Heart of Our Parks Programs and Services This Professional Services Agreement (this "Agreement"), dated , 2006, but made effective as of June 1, 2006 (the "Effective Date") by and between the City of Miami, a municipal corporation of the State of Florida having offices at 444 SW 2"d Avenue Miami, Florida 33130 (hereafter referred to as the "City") and a Florida not -for -profit corporation having offices at (hereafter referred to as "Provider") regarding the contract, dated , but made effective as of lst day of , 2006 (the "Trust Contract"), by and between The Children's Trust, an independent special taxing district of Miami -Dade County (hereafter referred to as "The Trust") located at 4500 Biscayne Blvd./Suite 200, Miami, Florida 33137, and the City, states, conditions and covenants for the rendering of services to children and families (hereafter referred to as "Services") for City through its Out of School 2006-2007 "Heart of Our Parks" programs and services on behalf of 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. 06- , adopted by the City Commission on , 2006 recognizes the request from the City's Department of Parks and Recreation to continue to provide enhanced services for the Out -of -School "Heart of Our Parks" programs and authorizes the City Manager to accept a grant in the amount of $761,225.00 from The Trust to fund this Out -of -School project in conjunction with educational and parks services at African Square, Curtis, Duarte, Shenandoah, and Williams Parks and with expansion programs at Robert King High Park, and the Sandra DeLucca Development Center and to execute the necessary documents to implement the acceptance of the grant award; and WHEREAS, City Resolution No. 06- , adopted by the City Commission on , 2006 has authorized the City Manager to enter into this Agreement with Provider for services at the City's Parks; and 06-2059 1 WHEREAS, the City through its Department of Parks and Recreation provides and/or develops or agrees to require the third -party not -for -profit organizations listed on Attachment A hereto to provide and/or to develop programs and 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 Agreement and in the Trust 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, Provider is one of the third -party not -for -profit organizations listed on Attachment A to this Agreement and to the Trust Contract; and WHEREAS, the City and The Trust desire that Provider provide those programs and services listed on Attachment A as being the responsibility of Provider and Provider desires to provide such programs and services; and WHEREAS, The Trust has appropriated funds to the City to fund the proposed programs and services to be provided by Provider; and WHEREAS,. Provider's Board of Director's has passed its resolution on 2006 authorizing Provider's and to enter into and to perform Provider's duties, responsibilities, and obligations under this Agreement, which resolution is incorporated attached hereto as Attachment G, 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 the programs and services in accordance with the scope of services and evaluation measures incorporated and attached hereto as Attachment A and under the Trust Contract incorporated and attached hereto as Attachment H. The Provider will implement the scope of services as described in Attachment A in a manner deemed satisfactory to the City and to The Trust. Any modification or amendment to the scope of services shall not be effective without prior written approval by the City Manager on behalf of the Trust and The Trust's Chief Executive Officer (hereinafter referred to as "The Trust's CEO") on behalf of the City and Provider's on behalf of Provider. The amended scope of services, subject to approval by the City Manager and the CEO, must be submitted ninety (90) days prior to the expiration of this Agreement and of the Trust Contract. II. Adherence to request for proposal A. Adherence to the request for proposal 06-2059 2 Provider agrees to comply with the standards and requirements established under this Agreement and The Trust's Request for Proposal document which is incorporated by reference as if set forth in its entirety herein. Where any terms or conditions provided for under the Request for Proposal conflict with the terms and conditions in this Agreement and/or its attachments, the language of this Agreement and/or its attachments shall control. B. Provider obligation to provide programs and services proposed Provider agrees to provide to the City and to The Trust the programs and services described in the City's and Provider's response to the .Request for Proposal. If there is a conflict between the program and services proposed and the program and services described in this Agreement and/or its attachments, the language of this Agreement and/or its attachments shall control. C. Administrative and quality assurance functions The Trust may transfer a variety of administrative and quality assurance functions to a quality improvement agency during the period of this Agreement and the Trust Contract. The transition schedule and procedures will be communicated by the Trust to the City and by the City in writing to Provider at least thirty (30) days prior to the implementation of a quality improvement agency. III. Effective term A. Initial Agreement Period Both parties agree that the initial effective term of this Agreement shall be from August 1, 2006 to May 31, 2007. B. Agreement renewal options and City's Contingency Clause This Agreement may be renewed for up to two ;(2) simtlar terns not to exceed to. three (3) total years from August 1 2006. Exercise of the renewal option is at the sole discretion of the City and shall be contingent upon but not limited to the following: 1. Continued demonstrated and documented need for the programs or services or priority area of funding; 2. Program performance by the Provider that is deemed satisfactory in City's and The Trust's discretion; and 3. The availability of funds from The Trust to be appropriated to the City. The Trust and the City are prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the Agreement. The Trust, at least sixty (60) days before the contract period expires, will notify the City of its intent to renew the Trust Contract. The City within ( .) days before this Agreement expires will notify Provider of its intent to renew the Agreement. Trust Contract renewal amounts 06-2059 3 will be negotiated and approved at least thirty (30) days prior to contract renewal and Agreement renewal. Any Agreement renewal amounts will be negotiated and approved at least (.) days prior to any Agreement renewal. 4. The availability of funds and continued authorization of City activities. This Agreement is subject to (a) amendment due to lack of funds, reduction of funds, and/or change in regulations or the City of Miami Code, as amended (the "Code") upon thirty (30) days written notice, or (b) termination pursuant to the terms and conditions of this Agreement. IV. Amount payable Subject to available funds, the maximum amount payable for services rendered under this Agreement shall not exceed Dollars and _ Cents ';($ " ) Both parties agree that should available funding to The Trust and to the City be reduced: A) the amount payable under this Agreement may be proportionately reduced at the sole option of The Trust with a proportionate reduction in the scope of services and the City may proportionately reduce at the sole option of the City the amount of funding and the scope of services in any related agreement(s) with any not -for -profit organization(s) providing services as indicated in Attachment A, including this Agreement with Provider; or B) the Trust Contract may be terminated at the sole option of the Trust and the City's 's agreement(s) with any not -for -profit organization(s) providing services indicated in Attachment A, including this Agreement with Provider, may be terminated at the sole option of the City. Should funding to the Trust cease or be reduced the Trust Contract may be terminated at the sole discretion and option of The Trust. Should the Trust Contract be terminated by the Trust, the City's agreement(s) with any not - for -profit organization(s) provided services indicated in Attachment A, including this Agreement with Provider, may be terminated at the sole discretion and option of Provider. The Trust and the City are prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the agreement. V. Funding terms and conditions A. Cost Reimbursement The parties agree that the Trust Contract and this Agreement are cost reimbursement contracts, and the Provider will be paid based on actual expenditures of Provider for providing the programs and services as indicated in Attachment A. Provider will submit to the City a monthly expenditure report with attached backup documentation to support reimbursement amount of funds in accordance with the approved budget as set forth in Attachment B, and units served information as prescribed by The Trust and 06-2059 4 the City. The Trust will review the actual attendance records on a quarterly basis to ensure that the minimum units served are in compliance. If the Provider fails to serve the number of units in accordance with the Trust Contract, the Trust may amend the Trust 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, including Provider under this Agreement, fails to serve the number of units required by the Trust Contract in connection with City's agreement with such not -for -profit organization, including Provider, then the City may amend any or all agreements with such not -for -profits, including amendment to this 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 Trust Contract. Any delay in amendment ofCit not-for-profit notdeemed awaiver of the City's fnization tagreement, including this Agreement, by the y right to amend or to seek reimbursement units not provided in accordance with the Trust Contract and/or such not -for -profit organization agreement, including this Agreement with Provider. The City has attested to The Trust that no other reimbursement is available or used for invoiced units of services unless expressly authorized by The Trust; accordingly, Provider hereby attests to the City and to the Trust that no other reimbursement is available or used for invoiced units of services unless expressly authorized by the Trust and the City. B. Administrative costs In no event shalt The Trust and/or the City fund indirect administrative costs in excess of ten (10%) percent of the total budgeted expenses requested to be funded. If the budget includes a line item for indirect administrative costs, then the Provider must support such expenditures with documentation deemed acceptable by The Trust and by the City. C. Advance payment 1. Advance payment requests The Trust offers advance payments only in exceptional cases. After award of a contract, the City has 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 total contract amount. All advance payment requests must be approved in writing by The Trust's CEO and the City Manager. 2. Advance payment invoice the Trust shall Within sixty (60) calendar days of receipt of an advance, 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 the Trust Contract. The. "advance invoice" amount shall not 06-2059 5 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. D. Budget revisions The Provider may request a budget revision during the term of the Trust Contract and the term of this Agreement. A final budget revision must be submitted sixty (60) days prior to the expiration of the Trust Contract and the expiration of this Agreement. 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 and by the City's project manager and City Manager. E. No direct payment to Provider by the Trust In no event shall The Trust directly advance funds to Provider. All payments to Provider shall be paid directly by the City to Provider. F. Access to records prior to funding At the option of The Trust, upon demand and/or within thirty (30) days prior to funding any program or service, the City shall allow and shall require such not -for -profit organizations providing services as indicated in Attachment A, such as Provider, to allow The Trust to evaluate the City's fiscal and personnel systems or Provider's fiscal and personnel systems, as applicable, in order to be assured of the City's or Provider's capability, as applicable, to manage the program or programs funded by the Trust Contract and this Agreement. The Trust shall not disburse any funds until it is , allowed to evaluate the City's and/or Provider's fiscal and management systems, as applicable. Failure to allow such evaluation may result in termination of the Trust Contract and/or such related not -for - profit organization agreement(s), including this Agreement with Provider. The Trust reserves the right to evaluate the City's fiscal and personnel systems and/or Provider's fiscal and personnel systems at any reasonable time throughout the course of the Trust Contract. The City reserves the right to evaluate Provider's fiscal and personnel systems at any reasonable time throughout the course of this Agreement. G. Prohibitions and limitations on use of funds 3. Payment is limited to contracted services The City shall use funds and Provider shall use funds provided under the Trust Contract and under this Agreement solely for the provision of programs and services described in Attachment A. The City shall not use funds provided under the Trust Contract and under this Agreement to support other programs or services provided by Provider under a different contract. Provider shall not use funds provided under the Trust Contract and under this Agreement to support other programs or services provided to or by Provider under a different contract. Neither shall the City nor Provider carry over the funds provided under the Trust Contract and under this Agreement to a new 06-2059 6 contract or amendment without the express written permission of The Trust and the City. Services funded under the Trust Contract and under this Agreement shall only be in addition to services already provided without assistance under the Trust Contract and under this Agreement. Both the City and the Trust, as applicable, shall have the right to require Provider to repay any payment made in error by the Trust or by the City based upon information from Provider. Such right to repayment(s) shall survive the termination of the Trust Contract and/or this Agreement. 4. 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 the Trust Contract. 5. Double payments Provider costs or earnings claimed under the Trust Contract and under this Agreement may not also be claimed under another contract or grant from The Trust or any other agency. Any claim for double payment by Provider shall be considered a breach of the Trust Contract and of this Agreement. City shall have the right to require Provider to repay any double payment made in error based upon information from Provider. Such right to repayment(s) shall survive the termination of the Trust Contract and/or this Agreement. 6. Use of cost allocation methodology Provider attests to the City and to The Trust that no other reimbursement is available or used for invoiced services unless expressly authorized by the City and The Trust. Provider shall keep accurate and complete records of any fees collected, reimbursement, or compensation of any kind received from any client or other third party, for any service covered by this Agreement and the Trust Contract, and shall make all such records available to the City and/or to The Trust, as applicable, upon request. Provider shall report to the City and to The Trust such fees, reimbursement, compensation or funding for such payments received which will be deducted from Provider's invoices to the City. 7. Religious purposes The Trust funds as administered by the City under the Trust Contract and under this Agreement shall not be used by Provider for purposes of religious proselytizing. 8. Lobbying The Provider shall not use any funds provided under the Trust Contract and under this Agreement for lobbying federal, state or local legislators. 06-2059 7 Violations of this section shall be considered a breach of the Trust Contract and/or this Agreement, as applicable. 9. Adverse action or proceeding The Provider shall not utilize the funds provided he ded tunderndsthis to reta ne a tleg and under the Trust Contract or any other the counsel for any action or proceeding agaiThe mployes and/orofficials.Y, as The applicable, or any of their respective agents, and Provider shall not utilize the funds provided under this Agreemenand under the Trust Contract or any other The Trust funds to plegal representation, advice or counsel to any parson in any action or proceeding or any of their respective against The Trust and/or the City, as applicable, agents, employees or officials, 10. Capital equipment To define capital equipment, the Trust utilizes the definition of "property" as "prop y 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 oo rams and than one year. Capital equipment purchased by the Provider providing p g services indicated in Attachment A under this Agreement are assets theg The Trust funds under ofThe Trust Contract as administered by the City Trust, are intended for The Trust funded time oas anasset of The pgf purchase t o be owned by The Trust, and must be tagged at thto Trust. The Trust will work with the Cityeuinrdentvider to tag The Provider hmustemaintain receive all information regarding the q pn a record of the capital equipmentpurchased with this Agreement.WhenProv der ded by The Trust under the Trust Contract and under is no longer funded by the Trust, the equipment will be returned to The Trust for use by another funded program unless it is fully depreciated. The Provider must initiate return of such capitaleqthuwrnent to the tten documentationscontract regarding manager and must provide the City w Provider's return of equipment fundedof rohthis nbe transferred and receipt by the Trust. Ownership capital equipment willded to the Provider and removed from The Traand �nasset posst ssionem roviof the that the capital equipment is fully depreciated Provider. Provider shall provide to the Ci fully rdepreciat d cap'talnequipmen transfer by the Trust to Provider of any funded through this Agreement. VI. Representations and acknowledgments A, Appropriate staff persons Provider represents to the City and to the Trust Trust that 1iContract and ethig the programs and services requiredby experience,dhis Agreement have the knowledge and skills, either by training,erform education, or a combination thereof, to adequately and competently p the duties, obligations, and services such services set forth scopeo of The Trusces t's (Attachment A) and to provide andperform 8 06-2059 satisfaction and to the City's satisfaction. Provider further represents to the City and to the Trust that all persons delivering programs and services required by the Trust Contract and by this Agreement shall have complied with all state and federal requirements, including but not limited to background screening requirements. Provider certifies to the City and to the Trust that all such individuals are qualified and approved for providing the programs and services set forth in the scope of services in Attachment A. B. Best practices Provider shall perform its duties, obligations, and services under this Agreement and under the Trust 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 City and The Trust shall be comparable to local, state and national best practice standards of qualities of performance. C. Children with disabilities and their families Provider understands and acknowledges to the City and to the Trust that the City and The Trust expect Provider to meet the federal standards under the Americans With Disabilities Act. By policy of The Trust, providers must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. D. Other acknowledgments Information, guidance and technical assistance offered by the City, The Trust staff, or any other person or entity, whether written or verbal, in no way constitutes a guarantee of execution of this Agreement by the City or of the Trust Contract by The Trust and should not be relied upon as a basis for doing business, delivering service, expending financial resources or having an expectation of receipt of payment. Provider acknowledges that its performance under this Agreement as it relates to the Trust 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 City and by The Trust when evaluating any future funding requests by Provider to the City and/or to the Trust. E. No outstanding Provider obligations, fees, fines, reports, etc. to the City, its Departments, instrumentalities, or agencies Provider acknowledges, warrants and represents to the City that it has no outstanding obligations, fees, fines, reports, or any other duties or obligations to the City, any of its departments, any of its instrumentalities, or any of its agencies as of the date that Provider is executing this Agreement. VII. Indemnification by Provider A. Regarding Provider as a not -for -profit organization subcontractor and sub -consultants under the Trust Contract 06-2059 9 Provider hereby indemnifies, and shall defend, hold harmless and release The Trust and the City and their respective officials, board members, employees, agents, and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the City and/or The Trust or their respective officials, board members, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of , relating to, or resulting from the performance or non-performance of the programs and services and other responsibilities and duties of Provider by virtue of this Agreement and the related Trust Contract, by Provider and its employees, agents, servants, board members, partners, principals or subcontractors. Provider shall pay all claims and losses in connection herewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City and/or The Trust, as applicable, including appellate proceedings, and shall pay all costs, judgments, fines, and attorneys' fees which may issue thereon. Provider acknowledges and agrees that any insurance protection required by the City and/or The Trust in relation to this this Agreement and the related Trust Contract or otherwise provided by Provider shall in no way limit Provider's responsibility to indemnify, keep and save harmless, release, and defend the Trust, the City, and their respective officials, board members, employees, agents, and instrumentalities intended by this Agreement and the related Trust Contract. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement and the related Trust Contract. Vlll. Ownership and indemnification of intellectual property rights A. Ownership of intellectual property rights The parties understand that this Agreement and the related Trust Contract are subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records. Accordingly, u rdt ugly, to the sole ownershnt ip p permitted by Chapter 119, Florida Statutes, The of intellectual property developed under this Contract. Any data, reports, drawings, documents or other information provided by the Provider to the Gity and/or to The Trust during the performance of programs and services under this Agreement and the related Trust Contract and any reports, drawings or other writings based entirely on the Trust's disclosures and created as part of the programs and services provided under this Agreement and the related Trust Contract shall be and remain the sole property of the City 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. 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 10 06-2059 products required under this Agreement and the related Trust Contract. Such licensing should be in the exclusive name of The Trust only if Provider uses any funds provided by the City from Trust funding to pay for such required licenses. However, should Provider make payment for any such licensing fees or costs arising from the use of others' intellectual property rights from funds not provided by the Trust under this Agreement and the related Trust Contract, then licensing shall be in the exclusive name of Provider. C. indemnification regarding intellectual property Provider indemnifies and shall defend, release and hold harmless the City and The Trust and their respective officials, board members, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which their respective officials, board members, 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 this Agreement and the related Trust Contract. Neither The Trust, the City, nor Provider may use any design, device, materials or works covered by letters, service mark, and trademark, patent, copyright or any other intellectual property right manufctured or t Contract. Ited is In the mutualply agreedce of and this Agreement and the related Trus understood without exception use Contractoutside and the would beand deemed ofa this Agreement and the related Trust breach thereof. Provider shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of The Trust, the City, or Provider, as applicable pand where licable, bnd including appellate proceedings, and shall a all costs, judgments, attorney's fees which may issue thereon. The City and the Trust are subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec. 768.28. IX. Insurance A. Minimum insurance requirements for not -for -profit organizations: Certificates of Insurance The Provider shall furnish to the City of Miami, Department mtof executisk Management, 444S.W. 2nd Avenue, 9th Floor, Miami, upon of this Agreement, Certificate (s) of Insurance which indicate that the insurance coverage(s) have been obtained which meet the requirements as outlined below: 1. Workers' Compensation Insurance for all employees of the Provider as 11 06-2059 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. Both the City and The Trust must be designated and shown as additional insureds with respect to this coverage; 3. Automobile liability insurance covering all owned, non -owned and hired vehicles used in connection with the work, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. Both the City and The Trust must be designated and shown as additional insureds with respect to this coverage. B. Classifications and ratings for not -for -profit organization coverages All insurance policies required above from the not -for -profit organizations providing programs and 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 "B" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of The Trust's Risk Management Division, or 2. The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida" issued by the State of Florida Department of Insurance and are members of the Florida Guaranty Fund. C. Modifications and changes 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 Agreement with Provider, if any, and any corresponding renewal, if any, of the related Trust Contract. NOTE: THE CERTIFICATE HOLDER MUST READ: The City of Miami Department of Risk Management 444 S.W. 2nd Avenue, 9tn Floor Miami, Florida 33130 06-2059 12 Compliance with the foregoing requirements shall not relieve the Provider of liability and obligation under this section or under any other section of this Agreement and the related Trust Contract. E. Duration of not -for -profit organization insurance Provider as a not -for -profit organization providing programs and 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 City in accordance with this Agreement and the related Trust Contract., if applicable. If insurance certificates are scheduled to expire during the contractual period, Provider shall be responsible for submitting new or renewed insurance certificates to The Trust and to the City at a minimum of thirty (30) calendar days in advance of such expiration. In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, The Trust shall request the City to suspend this Agreement with Provider until such time as the new or renewed certificates are received by The Trust and the City 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 programs and services in Attachment A to this Agreement and the related Trust Contract which A are ntprovided causey andProvider seeka rye-procu ement d may request the City to terminate this geeme damages from Provider. F. Failure by not -for -profit organization(s) to provide certificates of insurance and services If Provider as a not -for -profit organization providing programs 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 this Agreement and any extensions hereof may result in termination of all or any part of the grant award to Provider. X. Conditions of award Provider agrees that it has met or will meet all of the following conditions of award. Failure to satisfy a menof thand e lanying part ofthe related -ru t Contract may result in termination of this Ag or any part of the grant award to Provider. A. Programmatic conditions of award 13 06-2059 1. Licensure Upon execution, if the is required by the State of Florida, Miami -Dade County and/or the City or any other municipality to be facilitieslsed or outlinedrtnled the scope of to rovide the programs and services or operate. services (Attachment A), the Provider shall keep on file all required current licenses or certificates. The Provider shall be responsible for assuring ththat licenses required by the State of Florida, Miami -Dad County and/or City or any other municipality remain in farcee�iodor s and/ore duration additionalcphasesuor al period, including any and all renewal p applicable, in accordance with be granted to the Provider, as this Agreement work that ent and the related Trust Contract. 2. Fire inspection certificate If Provider is required by the State of Florida, Miami -Dade County or any municipality to have a service site Fire Inspection Certificate, Provider e idr shall s of keep on file the most recent inspection certificate within ten (10) Y execution of this Agreement and the related Trust Contract. 3. Health inspection certificate If Provider is required by the State of Florida, Miami -Dade County, the City and/or any municipality to have a service site Health Inspection Certificate, Provider shall keep on file of the most recent inspection within ten (10) days of execution of this Agreement and the related Trust Contract. 4. Employee background screening 985 D1(2)(a)r and 39.001, a. In accordance with Sections 984.01(2)(a), 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 Law Enforcement (FDLE), VECHS Program, phone number: 850-410-8324. However, satisfactory background screening documentation will be accepted for those agencies that already conduct business with either the Department of Children and e note Families (DCF) or the Department of Juvenile Justice (DJJ) that DCF or DJ] 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 peleted and notarized rsonnel upon hiring. for each employee, volunteer andsubcontracted b. Provider shall provide the City and The Trust h n twith it ��) days of execution py of its policy regarding emPlOyeand the related Trust background screening within ( of this Agreement e c. Provider shall retain all records demonstrating or not lessss thanllance with three yearsbeyond background screening required the last date that all applicable termsfthis n t and the related Trust Contract have been complied with dfinal paymenthas been received and 14 06-2059 appropriate audits have been submitted to and accepted by the appropriate entity. 5. Proof of tax status The Provider is required to keep on mfile the following documentation for review by the City and/or The Trust: a. The Internal Revenue Service (I.R.S.) tax status determination letter; b. The most recent (two years) I.R.S. form 990 within six (6) months after the Provider's fiscal year end or other appropriate annual fiscal filing; c. IRS form 941 - quarterly federal tax return reports within thirty-five (35) calendar days after the quarter ends and if the form 941 reflects a tax liability, proof of payment must be submitted within sixty (60) calendar days after the quarter ends. 6. Proof of policies The Provider shall keep on file copies of their respective policies on non- discrimination, equal opportunity and/or affirmative action, Americans with Disabilities Act, and drug -free workplace. Xi. Civil rights and other regulatory compliance A. Non-discrimination and civil rights Programs receiving funding from the City and The Trust shall not discriminate against an employee, volunteer, or client of the Provider on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, religion, ancestry, national origin, disability, sexual orientation, or age except that programs may target services for specific client groups as defined in the Request for Proposal (RFP) or response to the RFP. Additionally, Provider shall demonstrate that it has standards, policies, and practices necessary to render programs and services in a manner that respects the worth of the individual and protects and preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation, and ethnic backgrounds. To that end the Provider agrees to abide by Chapter 11A of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing and public accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits discrimination in employment and public accommodation; the Age Discrimination Act of 1975, 42 U.S.C. Section 2000d, as amended, which prohibits discrimination in employment because of age; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which prohibits discrimination on the basis of disability; and the Americans with Disabilities Act, 42 U.S.C. § 12103 et seq., which prohibits discrimination in employment and public accommodations because of disability. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, the 06-2059 15 City and The Trust shall have the rights to terminate ali or any portion of this Agreement and the related Trust Contract. If the Provider or any owner, subsidiary, or other firm affiliated with or related to the Provider, is found by the responsible enforcement agency or the courts to be in violation of these laws, The City and 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 City and The Trust will conduct no further business with such not -for - profit organization. B. Family medical leave Provider agrees that it is in compliance with the Family Medical Leave Act (28 USC 2601 et. seq. and §11A-29 et. seq. of Miami -Dade County Code) which requires an employer, who in the regular course of business has fifty (50) or more employees working in Miami -Dade County for each working day during each of twenty (20) or more calendar work weeks to provide family medical leave to its employees. Failure to comply with this local law may be grounds for voiding or terminating all or any portion of this Agreement and the related Trust Contract. C. Domestic violence leave The Provider agrees that it is in compliance with the Domestic Violence Leave, codified as § 11A-60 et. seq. of the Miami -Dade County Code, which requires an employer, who in the regular course of business has fifty (50) or more employees working in Miami -Dade County for each working day during each of twenty (20) or more calendar work weeks to provide domestic violence leave to its employees. Failure to comply with this local law may be grounds for voiding or terminating all or any portion of this Agreement and the related Trust Contract. D. Florida clean indoor air act Provider agrees that it is in compliance with the Florida Clean Indoor Air Act, §386.201, et. seq., Florida Statutes, which prohibits smoking in enclosed indoor workplaces, including private residences where child care or health care is provided. E. Public entities crime act Provider represents that the execution of this Agreement, will not violate related Trust Contract and 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 City and to The Trust, may not submit a bid on a contract with the City and 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 City and to The Trust, may 06-2059 16 not be awarded or perform work as a contractor supplier, subcontractor, or consultant under a contract with the City and with The Trust, and may not transact any business with the City and 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 Agreement and the related Trust Contract and recovery of all monies paid hereto, and may result in debarment from The Trust's and/or the City's competitive procurement activities. Any not -for -profit organization in violation of this section shall indemnify, hold the Trust and the City harmless, defend, and release the City and The Trust from any and all actions in law and/or equity. F. Living wage Provider agrees to comply with Miami -Dade County's Living Wage Ordinance (§2-8, 9 of Miami -Dade County Code) if it has contracted with the City and/or 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 nonsupervisory clerical work, transportation and parking service, printing services or landscaping/lawn services. G. No conflict of interest The Provider represents that the execution of this Agreement does not violate the City Code, the related Trust Contract and The Trust Conflict of Interest and State of Florida Code of Ethics, (§112.311, Florida Statutes), as amended, which are incorporated herein by reference as if fully set forth herein. Provider agrees to abide by and be governed by these conflict of interest laws throughout the course of this Agreement and the related Trust Contract. XII. Child abuse and incident reporting A. Child abuse reporting Provider shall immediately report knowledge or reasonable suspicion of abuse, neglect, or abandonment of a child, aged person, or disabled adult to the Florida Abuse Hotline on the statewide toll -free telephone number (1- 8'00-96ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both the Provider and its employees B. Incident reporting 1. Injury Provider shall complete an incident report in the event of any serious bodily injury to anyone within the scope of this Agreement and the related Trust Contract or arising out of the performance of this Agreement and the related Trust Contract. The Provider shall provide written notification of the incident together with a copy of the incident report to the City and to the Trust within three (3) working days. The Provider shall provide written notification to the 06-2059 17 City and The Trust, within seven (7) days, if any legal action is filed as a result of such an injury. 2. Sexual harassment The Provider shall complete an incident report in the event a client or employee makes an allegation of sexual harassment, sexual misconduct or sexual assault by, as applicable, a Provider employee and the Provider has knowledge thereof. Provider shall provide written notification to the City and to The Trust within three (3) working days if such an allegation is made. The Provider shall provide written notification to the City and to The Trust, within seven (7) working days, if any legal action is filed as a result of such an alleged incident. 3. Civil rights violation Provider shall provide written notification to the City and 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 Agreement and the related Trust Contract. XIII. Notices It is understood and agreed that all notices pursuant to this Agreemetn and the related Trust Contract shall be in writing and sent by certified mail to the addresses for each Party appearing on page one of this Agreement. It is the Provider's responsibility to advise the City and The Trust in writing of any changes in name, address and/or telephone number. XVI. Autonomy Both parties agree that this Agreement recognizes the autonomy of and stipulates or implies no affiliation between the contracting parties. It is expressly understood and intended that (1) the Provider is only a recipient of funding support and is not an agent or instrumentality of the City or of The Trust, and that the Provider's agents and employees are not agents or employees of the City or of The Trust; and (2) that the City and The Trust are only providers of funding and are not an agent or instrumentality of Provider, and that the City's agents and employees and The Trust's agents and employees are not agents and employees of Provider. XVII. Breach of contract and remedies A. Breach A breach by the Provider shall have occurred under this Agreement if the Provider: 1. Falls to provide the programs and services outlined in the scope of services (Attachment A), the Request for Proposal/Invitation to Negotiate or the response to Request for Proposal or Invitation to Negotiate, whichever is applicable, within the effective term of this Agreement and the related Trust Contract; 2. Ineffectively or improperly uses The Trust funds administered by the City and allocated under this Agreement and the related Trust Contract; 06-2059 18 3. Utilizes The Trust funds administered by the City and allocated under this Agreement and the related Trust Contract for local or state government programs that were previously funded by another local or state agency; 4. Does not furnish to the City and The Trust the certificates of insurance required by this Agreement and the related Trust Contract or as determined by The Trust and/or the City; 5. Does not meet or satisfy or require to be met or satisfied the conditions of award required by this Agreement and the related Trust Contract; 6. Fails to submit or submits incorrect or incomplete proof of expenditures to support disbursement requests or advance funding disbursements, or fails to submit or submits incomplete or incorrect detailed reports of requests for payment, expenditures or final expenditure reports; 7. Does not submit or submits incomplete or incorrect required reports pursuant to the scope of services in this Agreement and the related Trust Contract; 8. Refuses to allow the City and/or The Trust, as applicable, access to records or refuses to allow the City and/or The Trust, as applicable, to monitor, evaluate and review the Provider's program, including required client data and/or required not -for -profit organization data; 9. Does not comply with the civil rights and other regulatory obligations detailed in Article XI; 10. Fails to comply with child abuse and incident reporting requirements; 11. Attempts to meet its obligations under this Agreement and the related Trust Contract through fraud, misrepresentation or material misstatement; 12. Fails to correct deficiencies found during a monitoring, evaluation or review within the specified time; 13. Fails to meet the terms and conditions of any obligation or repayment schedule to the City, The Trust, or any of their respective agencies, Departments, or instrumentalities, as applicable; 14. Fails to maintain the confidentiality of client files, pursuant to Florida and federal laws, or; 15. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations in this Agreement and the related Trust Contract. Any waiver of any of the provisions of this Agreement and the related Trust Contract shall not be deemed to be a waiver of any other 06-2059 19 breach and shall not be construed to be a modification of the terms of this Agreement and/or the related Trust Contract. B. The City's remedies Upon breach of this Agreement, the City may pursue any or all of the following remedies including a combination thereof: 1. The City may terminate this Agreement by giving written notice to the Provider of such termination and specifying the effective date thereof at least five (5) business days before the effective date of termination. In the event of termination, The City may: (a) request copies of all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports prepared and secured by the Provider with the City funds under this Agreement; (b) seek reimbursement of The Trust funds administered by the City and allocated to the Provider under this Agreement; (c) at the sole discretion of City, the City may terminate or cancel any other contracts entered into between the City and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such termination, including attorney's fees; 2. The City may suspend payment in whole or in part under this Agreement and the related Trust 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 City shall specify in writing the actions that must be taken by the Provider as condition precedent to resumption of payments and shall specify a reasonable date for compliance. At the sole discretion of the City, the City may also suspend any payments in whole or In part under any other contracts entered into between the City and the Provider. The Provider shall be responsible for all direct and indirect costs associated with such suspension, including attorney's fees; 3. The City may seek enforcement of this Agreement including but not limited to filing an action with a court of appropriate jurisdiction. The Provider shall be responsible for all direct and indirect costs associated with such enforcement, including attorney's fees; 4. The City retains the option, at its sole discretion after consultation with the Trust, to enter into a written remedial plan with the Provider to cure any breach of this Agreement and the related Trust Contract as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Agreement and the related Trust Contract and shall not affect or render void or voidable any other provision contained in this Agreement and the related Trust Contract; 6. Any and all other remedies available at law or equity. 06.2059 20 C. Provider's and City Manager authorized The of Provider is authorized to terminate this Contract on behalf of Provider. The City Manager is authorized to terminate this Contract on behalf of the City. D. Damages sustained The Provider shall not be relieved of liability to the City and/or the Trust for damages sustained by either or both by virtue of any breach of this Agreement and/or the related Trust Contract. The Trust may withhold any payments to the City and the City may withhold any payments to Provider until such time as the exact amount of damages due the City and/or The Trust, as applicable, is determined. The City may withhold provision of any programs and services hereunder until such time as the exact amount of damages due to the City and/or The Trust 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. Termination by either party Both parties agree that this Agreement may be terminated by either party hereto by written notice to the other party of such intent to terminate at least thirty (30) calendar days prior to the effective date of such termination. The of Provider is authorized to terminate this Agreement on behalf of Provider. The City Manager is authorized to terminate this Agreement on behalf of Provider. XIX. Termination due to lack of funds The City may terminate this Agreement and The Trust may terminate the related Trust Contract within five (5) business days if either The Trust or the City fails to receive funds through which this Agreement is funded. XX. Payment procedures Subject to the terms and conditions of this Agreement and the related Trust Contract, the City agrees to pay Provider for the services to be provided by Provider in Attachment A. Payment shall be made in accordance with forms found on The Trust's Funded Programs WWW Page (http://thechildrenstrust.org/programs.asp) and, if applicable, the Florida Prompt Payment Act. A. Requests for payment The City agrees to pay for expenditures in accordance with the terms outlined in the Trust's funding terms and conditions. An original invoice, in the format prescribed by The Trust, plus two copies is due to the Trust on or before the fifteenth (15) day of the month following the month in which expenditures were incurred (exclusive of legal holidays or weekends). Provider shall provide such original invoices, copies, and required other 06-2059 21 documentation to the City by each month. The City agrees to reimburse Provider on a monthly billing basis, subject to the terms and conditions of this Agreement and the related Trust Cotract. B. Processing the request for payment In order to be deemed proper as defined by the Florida Prompt Payment Act, all invoices must comply with the requirements set forth in this Agreement and the related Trust Contract and must be submitted on the forms as prescribed by The Trust. Invoices and/or documentation returned to Provider for corrections may be cause for delay in receipt of payment. Late submission may result in delay in receipt of payment. The City shall pay Provider within thirty (30) calendar days of receipt of funding from the Trust for Provider's properly submitted invoice and/or other required documentation. C. Final request for payment A final request for payment from the Provider will be accepted by the City and The Trust up to forty-five (45) days after the expiration of this Agreement and the related Trust Contract. If the Provider fails to comply, all rights to payment shall be forfeited. If after receipt of such final report, the City and/or The Trust determines that the Provider has been paid funds not in accordance with this Agreement and the related Trust Contract, and to which it is not entitled, the Provider shall return such funds to City to return 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 City to return to The Trust. D. Return of funds In the event that the City, 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 City or The Trust. E. Records, reports, audits and monitoring 1. Accounting records The Provider shall keep for not Tess than five (5) years accounting records which conform to generally accepted accounting principles. All such records will be retained by the Provider, for not less than three (3) years beyond the last date that all applicable terms of this Agreement and the related Trust Contract have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. Because the City is a municipality and the Trust is a governmental entity, Provider must retain all such records for not less than five (5) years beyond the last date that all applicable terms of this Agreement and the related Trust Contract have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. 06-2059 22 2. Financial audit Within 120 days of the close of its fiscal year, Provider agrees to submit to the City and 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 Agreement and the related Trust Contract remain in force and until all funds expended from this Agreement and the related Trust Contract have been audited. This audit shall be conducted in accordance with auditing standards generally accepted in the United States of America and standards contained in the Government Auditing Standards issued by the Comptroller General of the United States. The fiscal audit must also be conducted consistent with the United States Office of Management and Budget Circular A-133, Audit of States, Local Government and Non -Profit Organizations and the Florida Single Audit Act, Florida Statutes 215.97, as applicable. For audits conducted under the Office of Management and Budget Circular A-133, Audit of States, Local Government and Non -Profit Organizations and the Florida Single Audit Act, Provider must also submit the schedule of expenditures pertaining to awards, summary schedule of prior audit findings, applicable auditor's reports and the corrective action plan when the schedule of findings and questioned costs prepared by the independent auditor discloses audit findings relating to this contract. In the event that the independent auditor does not disclose audit findings relating to this Agreement and the related Trust Contract, the Provider shall provide written notification to City and to The Trust that an audit of the Provider was conducted in accordance with applicable laws and regulations and that the findings and questioned costs disclosed no audit findings related to this Agreement and the related Trust Contract; and, that the summary schedule of prior audit findings did not report on the status of any audit findings relating to awards that City administering funding for The Trust provided. Audit extensions may be granted in writing by the City Manager and the Trust's contract manager upon receipt in writing of such request with appropriate justification by the Provider. 3. Access to records: audit The City and the Trust reserve the rights to require the Provider to submit to an audit by an auditor of the City's and/or The Trust's choosing. The Provider sliall provide access to all of its records which relate to this Agreement and the related Trust 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 City and/or The Trust, as applicable, to insure compliance with applicable accounting and financial standards, including access by the City and/or The Trust, as applicable or their respective designees to the Provider's independent auditor's working papers for complying with federal, state or local requirements. 4. Informed consent The Provider agrees that anyone who receives programs and services paid for by this Agreement and the related Trust Contract shall be informed of 06-2059 23 procedures to gather follow-up information on participants after programs and 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 City and/or The Trust, as applicable. The form included as Attachment C, available in English, Spanish, and Creole, shall be used for this purpose. Forms will be given to City and to The Trust, with a copy filed in the participant's record. The form must also indicate non -consent when that is the participant's response. The Provider agrees to ensure that each participant's contact information is current and updated upon exiting the program. 5. Programmatic Data reporting Provider agrees to comply and participate in any data collection reporting, including participant data as required by the City and/or The Trust and described in Attachment D, Programmatic Data Reporting Requirements. In addition, Provider agrees to furnish the City and The Trust with quarterly program narrative reports in the format to be specified by the City and The Trust. 6. Monitoring: management evaluation and performance review. The Provider agrees to permit City personnel and/or The Trust personnel or contracted agents to perform random unscheduled monitoring, reviews and evaluations of the program which is the subject of this Agreement and the related Trust Contract. The City and/or the Trust shall monitor both fiscal and programmatic compliance with all the terms and conditions of this Agreement and the related Trust Contract. The Provider shall permit the City and/or The Trust, as applicable, to conduct site visits, client interviews, client assessment surveys, fiscal review and other techniques deemed reasonably necessary to fulfill the monitoring function. A report of City's and/or The Trust's findings, as applicable, will be delivered to the Provider and the Provider will rectify all deficiencies cited within the period of time specified in the report. If such deficiencies are not corrected within the specified time, the City may terminate any part or all of this Agreement and the Trust and the City may terminate any part of all of the related Trust Contract. The City and/or The Trust, as applicable, shall conduct one or more formal management evaluation and performance reviews of the Provider, as applicable. Continuation of this Agreement or future funding is dependent upon satisfactory evaluation conclusions. Furthermore, the findings of monitoring reports, responsiveness to corrective action, the satisfactory performance of the requirements of this Agreement and the timely receipt of requested information shall be considered factors in evaluating future funding requests. 7. Client records The Provider shall maintain a separate individual case file for each client/family served. This case file shall include all pertinent information regarding case activity. At a minimum, the case file will contain referral and 06-2059 24 intake information, treatment plans, and case notes documenting the dates services were provided and the kind of services provided. These files shall be subject to the audit and inspection requirements under this Agreement and the related Trust Contract. 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 with all applicable state and federal laws on privacy and confidentiality. 8. Internal documentation Provider agrees to maintain the following, as applicable: (1) personnel files including hiring records, background screening results, job descriptions, and evaluation procedures, (2) authorized time sheets, records, and attendance sheets, (3) daily activity log and monthly calendar, (4) signature of person at sites authorizing presentations, (5) training modules, (6) pre and post session questionnaires, (7) client information release form, (8) agency policies, and (9) such other information as requested by the City and/or The Trust. 9. Units of service Provider agrees to document and maintain a permanent record of beginning and ending service time and date of service for all time based units of service, 19. Revenue maximization documentation Provider agrees to comply with any and all reporting and documentation required by federal, state and other funding sources such as but not limited to Title IVE of the Social Security Act, Temporary Assistance for Needy Families (TANF) Block Grant, etc. XXI. Confidentiality The Provider and the City understand and 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 shall protect confidential information and comply with applicable federal and state laws on confidentiality to prevent unauthorized use, dissemination or publication of 06.2059 25 confidential information as each party uses to protect its own confidential information in a like manner. The parties shall not disclose the confidential information to any third party, or to any employee or contractor who does not have a need to know such information, which need is related to performance of a responsibility hereunder. However, this Agreement imposes no obligation upon the parties hereto with respect to confidential information which (a) was lawfully known to the receiving party before receipt from the other, (b) is or becomes a matter of public knowledge through no fault of the receiving party, (c ) is rightfully received by the receiving party from a third party without restriction on disclosure, (d) is independently developed by or for that party, (e) is disclosed under operation of law, (f) is disclosed by the receiving party with the other party's prior written approval. The confidentiality provision of this Agreement and the related Trust Contract shall remain in full force and effect after the termination of this Agreement and the related Trust Contract. XXII. Security obligation Provider shall maintain an appropriate level of data security for the information the Provider is collecting or using in the performance of this Agreement and the related Trust Contract. This includes, but is not limited to, approving and tracking all Provider employees who request system or information access and ensuring that user access has been removed from all terminated Provider employees. XXIII. Publicity A. Publicity It is understood and agreed between the parties hereto that this Provider is funded by City through funds received from The Trust. Further, by the acceptance of these funds, the Provider agrees that events funded by this Agreement and the related Trust Contract shall recognize The Trust as a funding source through funding administered by the City. The Provider shall ensure that all publicity, public relations, advertisements and signs recognizes both the City and 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 Agreement and the related Trust Contract, are informed that the City is providing funding to Provider through funds from The Trust is its funding source. Provider shall distribute a press release announcing that it has been awarded a grant by the City for programs and services being funded to the City by The Children's Trust. Provider shall, if it possesses the appropriate technology, provide a link between Provider's website and The Children's Trust website. B. Publications Provider agrees to supply the City and The Trust, without charge, up to three copies each of any publication developed in connection with implementation 06-2059 26 of programs and services addressed by this Agreement and the related Trust Contract. Such publications will state that the program and services are supported by the City through funding from The Trust. Provider agrees that the City and The Trust will have unlimited use of copyrighted materials developed under this Agreement and the related Trust Contract. Providers shall include The Children's Trust logo and the following paragraph in all materials featuring programs funded by The Children's Trust, including 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, Department of Parks and Recreation 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, Department of Parks and Recreation esta financiado por El Fidecomiso de los Ninos (The Children's Trust). El Fidecomiso de los Ninos es una fuente de financiacion, creada por los votantes en referendum para mejorar las vidas de los ninos y las families en Miami -Dade. Kreyol: City of Miami, Department of Parks and Recreation finanse pa "The Children's Trust". Trust la, ce you sous lajan ke gouvenman amerikin vote an referandom you ke' li investi bien nan pwogram kap ameliore la Vi Ti Moun ak fanmi yo nan Miami Dade. XXIV. Miscellaneous A. Modifications and change orders Any alterations, variations, modifications, extensions or waivers of provisions of this Agreement including but not limited to amount payable and effective term shall only be valid when they have been reduced to writing, duly approved and signed by both parties and attached to the original of this Agreement. The City and Provider mutually agree that modification of the scope of service, schedule of payments, billing and payment procedures, set forth herein and other such revisions may be negotiated as a written amendment to this Agreement and the related Trust Contract, subject to approval in writing by the Trust's CEO, the City Manager, and of Provider. The Trust's CEO is authorized to make modifications to the Trust Agreement related to this Agreement as described herein on behalf of The Trust. The City Manager is .authorized to make modifications to this Agreement as described herein on behalf of the. City. The Provider's is authorized to make modifications to this Agreement as described herein on behalf of Provider. 06-2059 27 B. Subcontractors and assignments The parties agree that no assignment, subcontract, or not -for -profit organization agreement for services provided as indicated in Attachment A hereof will be made or let in connection with this Agreement and the related Trust Contract without the prior written approval of the City, 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 Agreement and the related Trust Contract. C. Agreement guidelines This Agreement is made in the State of Florida and shall be governed according to the laws of the State of Florida. Proper venue for this Agreement shall be Miami -Dade County, Florida. The parties irrevocably waive any rights to a jury trial. D. Headings, use of singular and gender Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. E. Totality of contractlseverability of provisions This Agreement with its recitals on the first page of the Agreement and with its attachments as referenced below contain all the terms and conditions agreed upon by the parties: Attachment A: Scope of Services and Evaluation Measures' Attachment B: Budget Attachment C: Consent to Contact Forms (English, Spanish, Creole) 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: Acknowledgement of Trust Contract by Not -for -Profit Organizations providing services indicated in Attachment A above and Provider's Not -for -Profit Organization Authorizing Resolution Attachment H: Trust Contract with City of Miami No other contract, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind any of the parties hereto. If any provision of this Agreement invalid or void, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. XXV. Contract number 06-2059 28 This Agreement is assigned the City's agreement number 06- and is related to the Trust's Contract assigned contract number The parties have caused this Agreement , including Attachments A, B, C, D, E, F, G, and H, to be executed by their respective and duly authorized officers as of the day and year first above written. City of Miami, a Florida municipal corporation By: Pedro G. Hernandez, City Manager Date: Attest: By: Priscilla A. Thompson, City Clerk Date: Approved as to Form and Correctness: By: Jorge L. Fernandez, City Attorney Date: Approved as to Insurance Requirements: By: LeeAnn Brehm, Risk Management Director Date: Provider: , a Florida Not -for -profit corporation By: Name: Title: Date: Attest/Seal: By: Name: Title: Date: This contract is not valid until it has been signed by both parties. 06-2059 29