HomeMy WebLinkAboutExhibit 6 SUBCONTRACT BETWEEN THE CHILDREN'S TRUST
AND City of Miami
FOR Out -of -School 2006-2007
This contract, dated August 24, but made effective as of 1st day of June, 2006 (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 4500 Biscayne Blvd./Suite 200, Miami, Florida 33137, and City of Miami, a
municipal corporation of the State of Florida, having offices at 444 SW 2nd
Avenue; 8th Floor, Miami, Florida 33130 (hereafter referred to as the "City" or
"Provider") states, conditions and covenants for the rendering of services to
children and families (hereafter referred to as "Services") for The Trust.
WHEREAS, Miami -Dade County Ordinance 02-247 authorizes The Trust to provide
for the health, development and safety of children and families throughout Miami -
Dade County; and
WHEREAS, City of Miami Resolution No. 05-0452, adopted by the City Commission
on July 28, 2005 recognizes the request from the Department of Parks and
Recreation to continue to fund the Heart of Our Parks School Year Recreation,
Cultural and Core Educational Out -Of -School Time Programs and authorizes the
City Manager to accept a grant in the amount of $525,000.00 from The Trust to
fund this Out -of -School project and to execute the necessary documents to
implement the acceptance of the grant award; and
WHEREAS, the Provider 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 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:
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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 andjor 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.
THIS DOCUMENT IS A SUBSTITUTION TO
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A. Initial Contract Period
Both parties agree that the initial effective term of this contract shall be from
June 1, 2006 to May 31, 2007.
B. 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 $525,000.00. Both parties
agree that should available funding to The Trust be reduced: A) the amount
payable under this contract may be proportionately reduced at the sole
option of The Trust with a proportionate reduction in the scope of services
and Provider may proportionately reduce at the sole option of Provider the
amount of funding and the scope of services in any related agreement(s)
with any not -for -profit organization(s) providing services as indicated in
Attachment A; or B) this contract may be terminated at the sole option of
The Trust and Provider's agreement(s) with any not -for -profit organization(s)
providing services indicated in Attachment A may be terminated at the sole
option of Provider. Should funding to the Trust cease or be reduced this
Contract may be terminated at the sole discretion and option of The Trust.
Should this Contract be terminated by the Trust, Provider's agreement(s)
with any not -for -profit organization(s) provided services indicated in
Attachment A may be terminated at the sole discretion and option of
Provider. The Trust is prohibited from creating obligations in anticipation of
budgeted revenues from one fiscal year to another without year to year
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extension provisions in the agreement.
V. Funding terms and conditions
A. Cost Reimbursement
The parties agree that this is a cost reimbursement contract, and the
Provider will be paid based on actual expenditures of Provider and/or of the
not -for -profit organizations providing services as indicated in Attachment A.
Provider will submit a monthly expenditure report with attached backup
documentation to support reimbursement amount of funds in accordance
with the approved budget as set forth in Attachment B, and units served
information as prescribed by The Trust. The Trust will review the actual
attendance records on a quarterly basis to ensure that the minimum units
served are in compliance. If the Provider fails to serve or to require to be
served the number of units in accordance with the Contract, the Trust may
amend the Contract to reduce the amount of dollars representing the number
of units not provided. Accordingly, if any not -for -profit organization providing
services as indicated in Attachment A fails to serve the number of units
required by this Contract in connection with Provider's agreement with such
not -for -profit organization, then Provider may amend such agreement to
reduce the amount of dollars representing the number of units not provided
by such not -for -profit organization. Any delay in amendment by The Trust is
not deemed a waiver of The Trust's right to amend or seek reimbursement
for units not provided in accordance with the Contract. Any delay in
amendment of a not -for -profit organization agreement by Provider is not
deemed a waiver of Provider's right to amend or to seek reimbursement units
not provided in accordance with this Contract and/or such not -for -profit
organization agreement.
Provider attests to The Trust that no other reimbursement is available or
used for invoiced units of services unless expressly authorized by The Trust.
B. 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 administrative costs, then the Provider
must support or require to be supported such expenditure with
documentation deemed acceptable by The Trust.
C. Advance payment
1. Advance payment requests
The Trust offers advance payments only in exceptional cases. After
award of a contract, Providers have five (5) business days to request
an advance payment. The request should include the amount
requested and the justification(s) for that amount. The Trust limits
advance payments to 15% of the total contract amount. All advance
payment reauestts must be approved in writing by The Trust's CEO.
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2. Advance payment invoice
Within sixty (60) calendar days of receipt of an advance, Providers shall
submit an "advance invoice" providing disclosure of actual expenditures
paid by or charged to the advanced funds. This invoice must conform
to the payment requirements outlined in Section XVIII, Payment
Procedures, of this contract. The "advance invoice" amount shall not
exceed the advance payment amount. If the "advance invoice"
amount is Tess 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 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.
E. 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.
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 Provider shall allow and shall require
such not -for -profit organizations providing services as indicated in
Attachment A to allow The Trust to evaluate Provider's fiscal and personnel
systems or such not -for -profit organization's fiscal and personnel systems, as
applicable, in order to be assured of Provider's or such not -for -profit
organization's capability, as applicable, to manage the program or programs
funded by this Contract. The Trust shall not disburse any funds until it is
allowed to evaluate Provider's and/or such not -for -profit organization's fiscal
and management systems, as applicable. Failure to allow such evaluation
may result in termination of this Contract and/or such related not -for -profit
organization agreement(s). The Trust reserves the right to evaluate the
Provider's fiscal and personnel systems and/or such not -for -profit
organization fiscal and personnel systems at any reasonable time throughout
the course of this Contract.
G. Prohibitions and limitations on use of funds
3. 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
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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
0 to a new contract or amendment without the express written
I— m permission of The Trust. Services funded under this Contract shall only
be in addition to services already provided without assistance under
Z this Contract. Both Provider and the Trust, as applicable, shall have the
® < right to require any such not -for -profit organization to repay any
() Z payment made in error by the Trust or by Provider based upon
I ill 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. No supplanting of existingpublic funds
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• 0 The Trust funding may not be used by local or state government
:C) coagencies 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
w=� Contract.
5. 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.
6. Use of cost allocation methodology
Provider attests to The Trust and shall require such not -for -profit
organizations to attest to the Trust that no other reimbursement is
available or used for invoiced services unless expressly authorized by
The Trust. Provider shall keep and shall require such not -for -profit
organizations to keep accurate and complete records of any fees
collected, reimbursement, or compensation of any kind received from
any client or other third party, for any service covered by this
Agreement, and shall make all such records available to The Trust
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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.
7. Religious purposes
The Trust funds shall not be used for purposes of religious
proselytizing.
8. 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.
9. 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.
10. Capital equipment
To define capital equipment, the Trust utilizes the definition of
"property" as outlined by the Florida Statutes, Chapter 274, as
individual items with a value of $1,000 or greater which have a life
expectancy of more than one year. Capital equipment purchased by
the Provider and/or such not -for -profit organizations providing services
indicated in Attachment A using The Trust funds are assets of The
Trust, are intended for The Trust funded programs, considered to be
owned by The Trust and must be tagged at the time of purchase as an
asset of The Trust. The Trust will work with the Provider and such not -
for -profit organizations to tag the asset and to receive all information
regarding the equipment. The Provider must maintain and require
such not -for -profit organizations to maintain a record of the capital
equipment purchased with funds provided by The Trust. When the
Provider is no 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 -
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for -profit organizations to initiate return of such capital equipment to
the contract manager. Ownership of capital equipment will be
transferred to the Provider and removed from The Trust's fixed asset
system provided that the capital equipment is fully depreciated and in
®m the possession of the Provider.
Z VI. • epresentations and acknowledgments
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R. 0 Appropriate staff
D .. ` Provider represents and shall require such not -for -profit organizations
F- " providing services as indicated on Attachment A to represent that all persons
— delivering the services required by this Contract have the knowledge and
1"" J. skills, either by training, experience, education, or a combination thereof, to
,tr 0} 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
(r.) Attachment A to represent further that all persons delivering services
required by this Contract have complied with all state and federal
CO " ' ,°=m' requirements, including but not limited to background screening
,'Ti requirements. Provider certifies and shall require such not -for -profit
_i organizations providing services as indicated on Attachment A to certify that
7 • all such individuals are qualified and approved for providingservices herein.
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Best practices
UJ Provider shall perform its and shall require such not -for -profit organizations
providing services as indicated on Attachment A to perform their respective
duties, obligations, and services under this Contract in a skillful and
® Z respectful manner. The quality of Provider's performance and all interim and
en "0" Z final product(s) provided to or on behalf of The Trust shall be comparable to
t11 local, state and national best practice standards. Provider shall require such
W not -for -profit organizations to provide equivalent comparable local, state and
F- 0 U) national best practice standards of qualities of performance and of all interim
final product(s) to Provider for the Trust.
C. Children with disabilities and their families
Provider understands and shall require all not -for -profit 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.
D. 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
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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.
Indemnification by Provider
. Provider is subject to Florida Statute Sec. 768.28 as a
Government Provider
Subject to the limitations and sovereign immunity provisions of Florida
Statute Sec. 768.28, each party shall indemnify and hold harmless the other
party and its officers, employees, agents and instrumentalities from any and
all liability, losses or damages, including attorneys' fees and costs of defense,
which its officers, employees, agents or instrumentalities may incur as a
result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to or resulting from the performance of this
Contract by the Provider or its employees, agents, servants, partners,
principals or subcontractors.
Subject to the limitations and sovereign immunity provisions of Florida
Statutes, Sec. 768.28, each party shall pay all claims and losses in
connection therewith and shall investigate and defend all claims, suits or
actions of any kind or nature in the name of The Trust or Provider, as
applicable and where applicable, including appellate proceedings, and shall
pay all costs, judgments, and attorney's fees which may issue thereon.
. Regarding not -for -profit organization subcontractor and
sub -consultants
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
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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. Ownership and indemnification of intellectual property right
subject to Florida Statutes, Chapter 119 Public Records Law
and Florida Statutes Section 768.28
A. Ownership of intellectual property rights
The parties understand that this Contract is subject to the provisions,
limitations and exceptions of Chapter 119, Florida Statutes, regarding public
records. Accordingly, to the extent permitted by Chapter 119, Florida
Statutes, The Trust retains sole ownership of intellectual property developed
under this Contract.
Any data, reports, drawings, documents or other information provided by the
Provider to The Trust during the performance of services under this
Agreement and any reports, drawings or other writings based entirely on the
Trust's disclosures and created as part of the services provided under this
Agreement shall be and remain the sole property of the Provider at all times.
Notwithstanding the foregoing, The Trust may access, use, assemble and
disseminate such data for reporting compliance and statistical purposes,
provided that Provider otherwise complies, to the extent permitted by
Chapter 119, Florida Statutes, with the confidentiality obligations below.
B. Licensing of intellectual property rights
It is the responsibility of the Provider to pay all required licensing fees, if any,
if intellectual property owned by other parties is incorporated into the
products required under this Contract. Such licensing should be in the
exclusive name of The Trust only if Provider uses any funds provided by the
Trust to pay for such required licenses. However, should Provider make
payment for any such licensing fees or costs arising from the use of others'
intellectual property rights from funds not provided by the Trust under this
Contract, then licensing shall be in the exclusive name of Provider.
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C. Indemnification subject to Florida Statutes Section 768.28
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
O W officers, employees, agents or instrumentalities may incur as a result of liability
of any nature or kind, including costs and expenses for or on account of any
copyrighted, service marked, trademarked, patented or unpatented invention,
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process, article or work manufactured or used in the performance of the
Contract. Neither The Trust nor Provider, or its subcontractors may use any
�— design, device, materials or works covered by letters, service mark, and
0 Z trademark, patent, copyright or any other intellectual property right
j ! manufactured or used in the performance of this Contract. It is mutually
}— --� agreed and understood without exception that such use is outside the scope
< ' and terms of this Contract and would be deemed a breach thereof.
Cif)-0 Subject to the limitations and sovereign immunity provisions of Florida
�_ . Statutes, Sec. 768.28, each party shall pay all claims and losses in connection
fn
therewith and shall investigate and defend all claims, suits or actions of any
r 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.
- Insurance
i An'►. Provider self -insured
Provider shall provide to the Trust upon execution of this Contract Provider's
W letter of self-insurance indicating coverages applicable to a Florida municipal
corporation. The Provider shall be responsible for assuring that the self-
Q insurance required in conjunction with this Section remains in force for the
® duration of the contractual period.
CO ° IAA 3. Minimum insurance requirements for not -for -profit organizations:
W :ertificates of insurance
F'- .0 0) The Provider require that all not -for -profit organizations providing services as
indicated in Attachment A hereto shall furnish to the City of Miami, Department
of Risk Management, 444S.W. 2nd Avenue, 9th Floor, Miami, FL 33130 upon
execution of each agreement between Provider and a not -for -profit
organization, Certificate (s) of Insurance which indicate that insurance
coverage has been obtained which meets the requirements as outlined below:
1. Workers' Compensation Insurance for all employees of the Provider as
required by Florida Statute 440;
2. Comprehensive general liability insurance in an amount not less than
$500,000 combined single limit per occurrence for bodily injury and
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property damage. The Trust must be designated and shown as an
additional insured with respect to this coverage;
3. Automobile liability insurance covering all owned, non -owned and hired
vehicles used in connection with the work, in an amount not less than
$1,000,000 combined single limit per occurrence for bodily injury and
property damage. The Trust must be designated and shown as an
additional insured with respect to this coverage.
C. Classifications and ratings for not -for -profit
organization coverages
All insurance policies required above from the not -for -profit organizations
providing services as indicated in Attachment A shall be issued by companies
authorized to do business under the laws of the State of Florida, with the
following qualifications:
1. The company must be rated no less than "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
Z Fund.
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U1 D. Modifications and changes for not -for -profit organization coverages
L All insurance certificates from the not -for -profit organizations providing
® services as indicated in Attachment A will indicate no modification or change
(%) w in insurance shall be made without thirty (30) days advance notice to the
w certificate holders. All certificates must be submitted to the City's Risk
I-- O CD Management department . The City's Risk Management Administrator shall
have the rights to review said certificates and to require updating of types
and amounts of coverages provided by the not -for -profit organizations upon
any renewal of this Contract, if any, and any corresponding renewal, if any,
of any not -for -profit agreement with Provider.
NOTE: THE CERTIFICATE HOLDER MUST READ:
The City of Miami
Department of Risk Management
444 S.W. 2nd Avenue, 9t`' Floor
Miami, Florida 33130
Compliance with the foregoing requirements shall not relieve the not -for -
profit organization of liability and obligation under this section or under any
other section of this Contract and/or the related agreement between such
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not -for -profit organization and Provider.
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uration of not -for -profit organization insurance
Each not -for -profit organization providing services as indicated in Attachment
A shall be responsible for assuring that the insurance certificates required in
conjunction with this Section remain in force for the duration of the
contractual period; including any and all renewal periods and/or additional
phases or work that may be granted to and/or by the Provider in accordance
with this Contract and the related agreement with such not -for -profit
organization(s), if applicable. If insurance certificates are scheduled to expire
during the contractual period, the not -for -profit organization(s) shall be
responsible for submitting new or renewed insurance certificates to The Trust
and to Provider at a minimum of thirty (30) calendar days in advance of such
expiration. In the event that expired certificates are not replaced with new or
renewed certificates which cover the contractual period, The Trust shall
request Provider to suspend the agreement with such not -for -profit
organization(s) providing services as indicated in Attachment A to this
Contract until such time as the new or renewed certificates are received by
The Trust and Provider in the manner prescribed in the Request for Proposal;
provided, however, that this suspended period does not exceed thirty (30)
calendar days. If such suspension exceeds thirty (30) calendars days, The
Trust may, at its sole discretion, terminate the portion of the services in
Attahcment A to this Contract which are being provided by such not -for profit
organization and may request Provider to terminate such related
agreement(s) with such not -for -profit organization (s) for cause and seek re -
procurement damages from the not -for -profit organization(s).
allure by not -for -profit organization(s) to provide certificates of
surance
If a not -for -profit organization providing services as indicated in Attachment A
hereto fails to furnish The Trust and the City with certificates or written
verification required under this section or as determined by The Trust's Risk
Management Division and/or the City's Risk Management Administrator after
review of the scope of services (Attachment A), The Trust and the City shall
not disburse any funds until both are provided with the necessary certificates
of insurance or written verification. Failure to provide the certificates of
insurance or written verification upon execution of agreement(s) with the not -
for -profit organization(s) may result in termination of all or any part of the
grant award.
X. Conditions of award
Provider agrees that it has met or will meet and that it shall require each not -
for -profit organization providing services as indicated in Attachment A hereto
to have met all of the following conditions of award. Failure to satisfy any of
the following conditions of award may result in termination of this Contract or
any part of the grant award.
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A. Programmatic conditions of award
11. Licensure
Upon execution, if the Provider and/or the not -for -profit organization, as
applicable, is required by the State of Florida or Miami -Dade County to be
licensed or certified to provide the services or operate the facilities outlined
in the scope of services (Attachment A), the Provider and/or the not -for -
profit organization, as applicable, shall keep on file all required current
licenses or certificates. The Provider and/or the not -for -profit organization,
as applicable, shall be responsible for assuring that licenses required by
the State of Florida or Miami -Dade County remain in force for the duration
of the contractual period, including any and all renewal periods and/or
additional phases or work that may be granted to the Provider and/or the
not -for -profit organization, as applicable, in accordance with this Contract
and/or the related not -for -profit organization agreement, if applicable.
12. Fire inspection certificate
If Provider and/or the not -for -profit organization, as applicable, is required
by the State of Florida, Miami -Dade County or any municipality to have a
service site Fire Inspection Certificate, Provider and/or the not -for -profit
organization, as applicable, shall keep on file the most recent inspection
certificate within ten (10) days of execution of this Contract and/or the
related not -for -profit organization agreement, if applicable.
13. Health inspection certificate
If Provider and/or the not -for -profit organization, as applicable, is required
by the State of Florida, Miami -Dade County or any municipality to have a
service site Health Inspection Certificate, Provider and/or the not -for -profit
organization, as applicable, shall keep on file of the most recent inspection
within ten (10) days of execution of this Contract and/or the related not -
for -profit organization agreement, if applicable.
14. Employee background screening
a. In accordance with Sections 984.01(2)(a), 985.01(2)(a), and 39.001,
Florida Statutes, only employees, volunteers and subcontracted
personnel with a satisfactory background check through a screening
agency may work in direct contact with children under the age of
eighteen. Background screenings must be completed through the
Florida Department of of Law Enforcement (FDLE), VECHS Program,
phone number: 850-410-8324. However, satisfactory background
screening documentation will be accepted for those agencies that
already conduct business with either the Department of Children and
Families (DCF) or the Department of Juvenile Justice (DJJ) (Please note
that DCF or DJJ will only process background screenings for those
agencies/projects that are directly funded by DCF or DJJ). In addition,
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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 Tess 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.
15. 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.
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 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.
16. 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.
XI. Civil rights and other regulatory compliance
A. Non-discrimination and civil rights
Programs receiving funding from The Trust shall not discriminate against an
employee, volunteer, or client of the 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,
disability, or age except that programs may target services for specific client
groups as defined in the Request for Proposal (RFP) or response to the RFP.
Additionally, Provider shall demonstrate and shall require each not -for -profit
organization providing services as indicated on Attachment A to demonstrate
that it has standards, policies, and practices necessary to render services in a
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manner that respects the worth of the individual and protects and preserves
the dignity of people of diverse cultures, classes, races, religions, sexual
orientation, and ethnic backgrounds.
To that end the Provider agrees to abide by and shall require each not -for -
profit organization providing services as indicated on Attachment A to abide
y Chapter 11A of the Code of Miami -Dade County ("County Code"), as
mended, which prohibits discrimination in employment, housing and public
ccommodations; Title VII of the Civil Rights Act of 1968, as amended, which
rohibits discrimination in employment and public accommodation; the Age
iscrimination Act of 1975, 42 U.S.C. Section 2000d, as amended, which
rohibits discrimination in employment because of age; Section 504 of the
Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which prohibits
discrimination on the basis of disability; and the Americans with Disabilities
Act, 42 U.S.C. § 12103 et seq., which prohibits discrimination in employment
and public accommodations because of disability.
It is expressly understood that upon receipt of evidence of discrimination
under any of these laws, The Trust shall have the right to terminate all or any
portion of this Contract and Provider shall have the right to terminate any
corresponding agreement(s) with any not -for -profit organization providing
services as indicated in Attachment A. If the Provider or any owner,
subsidiary, or other firm affiliated with or related to the Provider, is found by
the responsible enforcement agency or the courts to be in violation of these
laws, The Trust will conduct no further business with the Provider. If any not -
for -profit organization or any owner, subsidiary, or other firm affiliated with
or related to such not -for -profit organization, is found by the responsible
enforcement agency or courts to be in violation of these laws, the Trust will
conduct no further business with such not -for -profit organization.
B. Family medical leave
Provider agrees and shall require each not -for -profit organization, as
applicable, providing services as indicated on Attachment A to state that it is
in compliance with the Family Medical Leave Act (28 USC 2601 et. seq. and
§11A-29 et. seq. of Miami -Dade County Code) which requires an employer,
who in the regular course of business has fifty (50) or more employees
working in Miami -Dade County for each working day during each of twenty
(20) or more calendar work weeks to provide family medical leave to its
employees. Failure to comply with this local law may be grounds for voiding
or terminating all or any portion of this Contract and all or any portion of any
related not -for -profit organization agreement.
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
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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 Contract and all or any portion of any
related not -for -profit organization agreement.
D. Florida clean indoor air act
Provider agrees that it is in compliance and shall require each not -for -profit
organization providing services as indicated on Attachment A to state that it
is in compliance with the Florida Clean Indoor Air Act, §386.201, et. seq.,
Florida Statutes, which prohibits smoking in enclosed indoor workplaces,
including private residences where child care or health care is provided.
E. Public entities crime act
Provider represents and shall require each not -for -profit organization
providing services as indicated on Attachment A to represent that the
execution of this Contract and any related not -for -profit organization
agreement, as applicable, will not violate the Public Entities Crimes Act
(Section 287.133, Florida Statutes), which essentially provides that a person
or affiliate who is a contractor, consultant or other provider and who has
been placed on the convicted vendor list following a conviction for a Public
Entity Crime may not submit a bid on a contract to provide any goods or
services to The Trust, may not submit a bid on a contract with The Trust for
the construction or repair of a public building or public work, may not submit
bids on leases of real property to The Trust, may not be awarded or perform
work as a contractor supplier, subcontractor, or consultant under a contract
with The Trust, and may not transact any business with The Trust in excess
of the threshold amount provided in Section 287.017, Florida Statutes, for
category two purchases for a period of thirty-six (36) months from the date
of being placed on the convicted vendor list. Violation of this section shall
result in cancellation of all or any portion of this Contract and/or all or any
portion of any related not -for -profit agreement and recovery of all monies
paid hereto, and may result in debarment from The Trust's and/or the
Provider's competitive procurement activities.
Any not -for -profit organization in violation of this section shall hold the Trust
and the City harmless from any and all actions in law and/or equity.
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.
G. Conflict of interest
The Provider represents and shall require each not -for -profit organization
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providing services as indicated on Attachment A to represent that the
execution of this Contract and any related not -for -profit organization
agreement, as applicable, does not violate The Trust Conflict of Interest and
State of Florida Code of Ethics, (§112.311, Florida Statutes), as amended,
which are incorporated herein by reference as if fully set forth herein.
Provider agrees and shall require each not -for -profit organization providing
services as indicated on Attachment A to agree to abide by and be governed
by these conflict of interest laws throughout the course of this Contract and
any related not -for -profit organization agreement(s) and in connection with
its obligations hereunder.
. Child abuse and incident reporting
. 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.
. Incident reporting
17. Injury
Provider shall complete and shall require each not -for -profit organization
providing services as indicated on Attachment A to complete an incident
report in the event of any serious bodily injury to anyone within the scope
of this Contract or arising out of the performance of this Contract and/or
any related not -for -profit agreement. The Provider shall provide written
notification of the incident together with a copy of the incident report to
The Trust within three (3) working days. The Provider shall provide
written notification to The Trust, within seven (7) days, if any legal action
is filed as a result of such an injury. Each not -for -profit organization
providing any written notification hereunder to the Trust shall also provide
written notification at the same time to Provider.
18. Sexual harassment
The Provider shall complete and shall require each not -for -profit
organization providing services as indicated on Attachment A to complete
an incident report in the event a client or employee makes an allegation of
sexual harassment, sexual misconduct or sexual assault by, as applicable,
a Provider employee and the Provider has knowledge thereof and/or a not -
for -profit organization employee and such not -for -profit organization has
knowledge thereof . Provider shall provide written notification to The
Trust within three (3) working days if such an allegation is made. The
Provider shall provide written notification to The Trust, within seven (7)
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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.
19. Civil rights violation
Provider shall provide written notification to The Trust within three (3)
working days if any complaint or litigation is filed against the Provider or
any of its employees alleging a violation of any of the laws listed in Article
XI of this Contract. Each not -for -profit organization providing any written
notification hereunder to the Trust shall also provide written notification at
the same time to the Provider.
III. Notices
It is understood and agreed that all notices pursuant to this Contract shall be
in writing and sent by certified mail to the addresses for each Party
appearing on page one of the Contract. It is the Provider's responsibility to
advise The Trust in writing of any changes in name, address and/or
telephone number.
I. Autonomy
Both parties agree that this Contract recognizes the autonomy of and
stipulates or implies no affiliation between the contracting parties. It is
expressly understood and intended that (1) the Provider is only a recipient of
funding support and is not an agent or instrumentality of The Trust, and that
the Provider's agents and employees are not agents or employees of The
Trust; and (2) that the Trust is only a provider of funding and is not an agent
or instrumentality of Provider, and that The Trust's agents and employees
are not agents and employees of Provider.
I. Breach of contract and remedies
A. Breach
A breach by the Provider shall have occurred under this Contract if the
Provider:
1. 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;
2. Ineffectively or improperly uses The Trust funds allocated under this
Contract;
3. Utilizes The Trust funds for local or state government programs that
were previously funded by the local or state agency;
4. Does not require the not -for -profit organizations providing services as
City of Miami 19
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indicated in Attachment A to furnish the certificates of insurance required
by this Contract or as determined by The Trust;
5. Does not meet or satisfy or require to be met or satisfied the conditions
of award required by this 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 or fails to
require the not -for -profit organizations providing services as indicated in
Attachment A to submit related and correct and complete proofs of
expenditures and detailed reports;
7. Does not submit or submits incomplete or incorrect required reports
pursuant to the scope of services in this Contract or fails to require the
not -for -profit organizations to submit required complete and correct
reports regarding related scopes of services;
8. Refuses to allow The Trust access to records or refuses to allow The
Trust to monitor, evaluate and review the Provider's program, including
required client data and/or required not -for -profit organization data;
9. Does not comply with or fails to require the not -for -profit organizations
to comply with the civil rights and other regulatory obligations detailed in
Article XI;
10. Fails to comply or to require the not -for -profits organizations to
comply with child abuse and incident reporting requirements;
11. Attempts to meet its obligations under this Contract through fraud,
misrepresentation or material misstatement;
12. Fails to correct or to require the not -for -profit organizations to correct
deficiencies found during a monitoring, evaluation or review within the
specified time;
13. Fails to meet or to require the not -for -profit organizations to meet the
terms and conditions of any obligation or repayment schedule to The Trust
or any of its agencies;
14. Fails to maintain or to require the not -for -profit organizations to
maintain the confidentiality of client files, pursuant to Florida and federal
laws, or;
15. 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.
16. 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.
B. The Trust's remedies
Upon breach of this Contract, The Trust may pursue any or all of the
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following remedies including a combination thereof:
17. The Trust may terminate this Contract by giving written notice to the
Provider of such termination and specifying the effective date thereof at
least five (5) business days before the effective date of termination. In
the event of termination, The Trust may: (a) request copies of all finished
or unfinished documents, data studies, surveys, drawings, maps, models,
photographs, reports prepared and secured by the Provider with The Trust
funds under this Contract; (b) seek reimbursement of The Trust funds
allocated to the Provider under this Contract; (c) at the sole discretion of
The Trust, The Trust may terminate or cancel any other contracts entered
into between The Trust and the Provider. The Provider shall be
responsible for all direct and indirect costs associated with such
termination, including attorney's fees;
18. 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;
19. 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;
20. The Trust retains the option, at its sole discretion, to enter into a
written remedial plan with the Provider to cure any breach of this Contract
as may be permissible under state or federal law. Any such remedial plan
shall be an addition to this Contract and shall not affect or render void or
voidable any other provision contained in this Contract;
21. Any and all other remedies available at law or equity.
C. CEO and City Manager authorized
The CEO is authorized to terminate this Contract on behalf of The Trust. The
City Manager is authorized to terminate this Contract on behalf of the
Provider.
D. Damages sustained
Subject to the limitations and sovereign immunity provisions of Florida
Statute Sec. 768.28, , the each party shall not be relieved of liability to the
other for damages sustained by either or both by virtue of any breach of the
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Contract #:610-144 Resolution #2006-44
contract. The Trust may withhold any payments to the Provider until such
time as the exact amount of damages due The Trust is determined. Provider
may withhold provision of any services hereunder until such time as the
exact amount of damages due to Provider is determined. Each party may
also pursue any remedies available at law or equity to compensate for any
damages sustained by the breach. Each party shall be responsible for all of
its own direct and indirect costs associated with such action including
attorney's fees.
X II. Termination by either party
pw
z z Both parties agree that this Contract may be terminated by either party
F.—hereto by written notice to the other party of such intent to terminate at
®Q F.— least thirty (30) calendar days prior to the effective date of such termination.
P. 0 Z The CEO is authorized to terminate this Contract on behalf of The Trust. The
pLJ City Manager is authorized to terminate this Contract on behalf of Provider.
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FL-. 6 . Termination due to lack of funds
0 The Trust may terminate this Contract within five (5) business days if The
in (9 0 Trust fails to receive funds through which this Contract is funded.
eeN, XXX Payment procedures
V
The Trust agrees to pay the Provider for services rendered under this
E, -- rt Contract outlined in Attachment A. Payment shall be made in accordance
— —) with forms found on The Trust's Funded Programs WWW Page
I—, ,,
(http://thechildrenstrust.org/programs.asp) and, if applicable, the Florida
z 6 Prompt Payment Act.
co i—iz A. Requests for payment
LI.J The Trust agrees to pay for expenditures in accordance with the terms
0outlined in, funding terms and conditions. An original invoice, in the format
0 z d prescribed by The Trust, plus two copies is due on or before the fifteenth
® (15) day of the month following the month in which expenditures were
en Z incurred (exclusive of legal holidays or weekends). The Trust agrees to
N 'i w reimburse Provider on a monthly billing basis.
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In order to be deemed proper as defined by the Florida Prompt Payment Act,
all invoices must comply with the requirements set forth in this Contract and
must be submitted on the forms as prescribed by The Trust. Invoices and/or
documentation returned to Provider for corrections may be cause for delay in
receipt of payment. Late submission may result in delay in receipt of
payment. The Trust shall pay Provider within thirty (30) calendar days of
receipt of Provider's properly submitted invoice and/or other required
documentation.
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C. Final request for payment
A final request for payment from the Provider will be accepted by The Trust
up to forty-five (45) days after the expiration of this Contract. If the Provider
fails to comply, all rights to payment shall be forfeited. If after receipt of such
final report, The Trust determines that the Provider has been paid funds not
in accordance with the Contract, and to which it is not entitled, the Provider
shall return such funds to The Trust or submit appropriate documentation to
support the expenditure. The Trust shall have the sole discretion in
determining if the Provider is entitled to such funds and The Trust's decision
on this matter shall be binding. Additionally, any unexpended or unallocated
funds shall be recaptured by The Trust.
D. Return of funds
In the event that the Provider, its independent auditor or The Trust discovers
that an overpayment has been made, the Provider shall repay said
overpayment within thirty (30) calendar days without prior notification from
The Trust.
E. Records, reports, audits and monitoring
F. Accounting records
The Provider shall keep for not Tess than (5 ) years and shall require each
not -for -profit organization providing services as indicated on Attachment A to
keep accounting records which conform to generally accepted accounting
principles. All such records will be retained by the Provider and/or each not -
for -profit organization, as applicable, for not less than three (3) years beyond
the last date that all applicable terms of this Contract have been complied
with and final payment has been received and appropriate audits have been
submitted to and accepted by the appropriate entity. Because Provider is a
municipality, Provider must retain all such records for not Tess than five (5)
years beyond the last date that all applicable terms of this Contract have
been complied with and final payment has been received and appropriate
audits have been submitted to and accepted by the appropriate entity.
G. Financial audit
Within 120 days of the close of its fiscal year, Provider agrees to submit to
The Trust a certified independent fiscal audit of all its corporate activities and
any accompanying management letter(s), for each year during which this
Contract remains in force and until all funds expended from this Contract
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
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consistent with the United States Office of Management and Budget Circular
A-133, Audit of States, Local Government and Non -Profit Organizations and
the Florida Single Audit Act, Florida Statutes 215.97, as applicable.
For audits conducted under the Office of Management and Budget Circular A-
133, Audit of States, Local Government and Non -Profit Organizations and the
Florida Single Audit Act, Provider must also submit the schedule of
expenditures pertaining to awards, summary schedule of prior audit findings,
applicable auditor's reports and the corrective action plan when the schedule
of findings and questioned costs prepared by the independent auditor
discloses audit findings relating to this contract. In the event that the
independent auditor does not disclose audit findings relating to this Contract,
the Provider shall provide written notification to The Trust that an audit of the
Provider was conducted in accordance with applicable laws and regulations
and that the findings and questioned costs disclosed no audit findings related
to this Contract; and, that the summary schedule of prior audit findings did
not report on the status of any audit findings relating to awards that The
Trust provided.
Audit extensions may be granted in writing by the contract manager upon
receipt in writing of such request with appropriate justification by the
Provider.
H. Access to records: audit
The Trust reserves the right to require the Provider to submit to an audit by
an auditor of The Trust's choosing. The Provider shall provide access to all of
its records which relate to this Contract at its place of business during regular
business hours. The Provider agrees to provide such assistance as may be
necessary to facilitate their review or audit by The Trust to insure compliance
with applicable accounting and financial standards, including access by the
Trust or its designee to the Provider's independent auditor's working papers
for complying with federal, state or local requirements.
I. 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.
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3. 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.
K. Monitoring: management evaluation and performance review.
The Provider agrees and shall require each not -for -profit organization
providing services as indicated on Attachment A to agree to permit The Trust
personnel or contracted agents to perform random unscheduled monitoring,
reviews and evaluations of the program which is the subject of this Contract.
The Trust shall monitor both fiscal and programmatic compliance with all the
terms and conditions of the Contract. The Provider shall permit and shall
require each not -for -profit organization providing services as indicated on
Attachment A to permit The Trust to conduct site visits, client interviews,
client assessment surveys, fiscal review and other techniques deemed
reasonably necessary to fulfill the monitoring function. A report of The
Trust's findings will be delivered to the Provider and the Provider will rectify
or cause to be rectified all deficiencies cited within the period of time
specified in the report. If such deficiencies are not corrected within the
specified time, The Trust may terminate any part or all of this Contract. The
Trust shall conduct one or more formal management evaluation and
performance reviews of the Provider and/or not -for -profit organization(s)
providing services as indicated in Attachment A, as applicable.
Continuation of this Contract or future funding is dependent upon satisfactory
evaluation conclusions. Furthermore, the findings of monitoring reports,
responsiveness to corrective action, the satisfactory performance of the
requirements of this Contract and the timely receipt of requested information
shall be considered factors in evaluating future funding requests.
L. Client records
The Provider shall maintain and/or shall require each not -for -profit
organization providing services as indicated on Attachment A to maintain a
separate individual case file for each client/family served. This case file shall
include all pertinent information regarding case activity. At a minimum, the
case file will contain referral and intake information, treatment plans, and
case notes documenting the dates services were provided and the kind of
services provided. These files shall be subject to the audit and inspection
requirements under this Contract and under each not -for -profit organization
agreement. All such records will be retained by the Provider for not less than
five (5) calendar years after the client is no longer enrolled. Provider agrees
to comply and shall require each not -for -profit organization providing services
as indicated on Attachment A to comply with all applicable state and federal
City of Miami 25
Contract #:610-144 Resolution #2006-44
laws on privacy and confidentiality.
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M. 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.
N. 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.
O. Revenue maximization documentation
Provider agrees and shall require each not -for -profit organization providing
services as indicated on Attachment A to agree to comply with any and all
reporting and documentation required by federal, state and other funding
sources such as but not limited to Title IVE of the Social Security Act,
Temporary Assistance for Needy Families (TANF) Block Grant, etc.
Confidentiality
The Provider and The Trust understand and shall require each not -for -profit
organization providing services as indicated on Attachment A to agree that
during the course of performing the work hereunder, each party may have
access to certain confidential and proprietary information and materials of the
other party in order to further performance of the work. The parties hereto
and each not -for -profit organization providing services as indicated in
Attachment A hereto shall protect confidential information and comply with
applicable federal and state laws on confidentiality to prevent unauthorized
use, dissemination or publication of confidential information as each party
uses to protect its own confidential information in a like manner. The parties
hereto and each not -for -profit organization providing services as indicated in
Attachment A hereto shall not disclose the confidential information to any
third party, or to any employee or contractor who does not have a need to
know such information, which need is related to performance of a
responsibility hereunder. However, this Contract imposes no obligation upon
the parties hereto nor upon each not -for -profit organization providing
services as indicated in Attachment A hereto with respect to confidential
information which (a) was lawfully known to the receiving party before
receipt from the other, (b) is or becomes a matter of public knowledge
City of Miami 26
Contract #:610-144 Resolution #2006-44
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through no fault of the receiving party, (c ) is rightfully received by the
receiving party from a third party without restriction on disclosure, (d) is
independently developed by or for that party, (e) is disclosed under operation
of law, (f) is disclosed by the receiving party with the other party's prior
written approval. The confidentiality provision of this Contract shall remain in
full force and effect after the termination of this Contract.
I. Security obligation
Provider shall maintain and shall require each not -for -profit organization
providing services as indicated in Attachment A hereto to maintain an
appropriate level of data security for the information the Provider is collecting
or using in the performance of this Contract and the related not -for -profit
organization agreement(s). This includes, but is not limited to, approving and
tracking all Provider and not -for -profit organization employees who request
system or information access and ensuring that user access has been
removed from all terminated Provider and not -for -profit organization
employees.
II. Publicity
ublicity
It is understood and agreed between the parties hereto that this Provider is
funded by The Trust. Further, by the acceptance of these funds, the Provider
agrees that events funded by this Contract shall recognize The Trust as a
funding source. The Provider shall ensure that all publicity, public relations,
advertisements and signs recognizes The Trust for the support of all
contracted activities. The use of the official The Trust logo is permissible.
The Provider shall ensure that all media representatives, when inquiring
about the activities funded by this Contract, are informed that The Trust is its
funding source.
Provider shall distribute a press release announcing that it has been awarded
funding by The Children's Trust.
Provider shall, if it possesses the appropriate technology, provide a link
between Provider's website and The Children's Trust website.
B. Publications
Provider agrees to supply The Trust, without charge, up to three copies of
any publication developed in connection with implementation of programs
addressed by this Contract. Such publications will state that the program is
supported by The Trust. Provider agrees that The Trust will have unlimited
use of copyrighted materials developed under this Contract.
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:
City of Miami 27
Contract #:610-144 Resolution #2006-44
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 familias 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.
IV. Miscellaneous
Modifications and change orders
Any alterations, variations, modifications, extensions or waivers of provisions
of this Contract including but not limited to amount payable and effective
term shall only be valid when they have been reduced to writing, duly
approved and signed by both parties and attached to the original of this
Contract.
The Trust and Provider mutually agree that modification of the scope of
service, schedule of payments, billing and payment procedures, set forth
herein and other such revisions may be negotiated as a written amendment
to this Contract between the parties.
The Trust's CEO is authorized to make modifications to this Contract as
described herein on behalf of The Trust. The City Manager is authorized to
make modifications to this Contract as described herein on behalf of Provider.
B. Subcontractors and assignments
The parties agree that no assignment, subcontract, or not -for -profit
organization agreement for services provided as indicated in Attachment A
hereof will be made or let in connection with this Contract without the prior
written approval of The Trust and Provider, which shall not be unreasonably
withheld, and that all subcontractors, assignees, and not -for -profit
organizations providing services shall be governed by the terms and
conditions of this Contract.
C. Contract guidelines
This Contract is made in the State of Florida and shall be governed according
to the laws of the State of Florida. Proper venue for this Contract shall be
Miami -Dade County, Florida. The parties irrevocably waive any rights to a jury
trial.
City of Miami 28
Contract #:610-144 Resolution #2006-44
D. Headings, use of singular and gender
Paragraph headings are for convenience only and are not intended to expand
or restrict the scope or substance of the provisions of this Contract.
Wherever used herein, the singular shall include the plural and plural shall
include the singular, and pronouns shall be read as masculine, feminine or
neuter as the context requires.
E. Totality of contract/severability of provisions
This Contract with its recitals on the first page of the Contract and with its
attachments as referenced below contain all the terms and conditions agreed
upon by the parties:
Attachment A: Scope of Services and Evaluation Measures
Attachment B: Budget
Attachment C: Consent to Contact Forms (English, Spanish, Creole)
Attachment D: Programmatic Data Reporting Requirements
Attachment E: The Trust's Request for Proposals
Attachment F: Provider's Response to the Request for Proposals
Attachment G: Form of Acknowledgement of Contract by Not -for -Profit
Organizations providing services indicated in Attachment
A above
No other contract, oral or otherwise, regarding the subject matter of this
Contract shall be deemed to exist or bind any of the parties hereto. If any
provision of this Contract is held invalid or void, the remainder of this
Contract shall not be affected thereby if such remainder would then continue
to conform to the terms and requirements of applicable law.
XXV. Contract number
This Contract is assigned as contract number 610-144
THIS DOCU : 1 ' SUBSTITUTION TO
ORIGNAL��A,r ` L NAL CAN BE
SEEN AT END OF CH'ls DOCUMENT
City of Miami
Contract #:610-144 Resolution #2006-44
29
The parties have caused this Contract, including Attachments A, B, C, and D to be
executed by their respective and duly authorized officers as of the day and year
first above written.
City of Miami, The Children's Trust
a Florida municipal corporation MIAMI-DADE COUNTY, FLORIDA
By: By:
Pedro G. Hernandez, City Manager Modesto E. Abety, President/CEO
Date: Date:
Attest:
By: By:
Priscilla A. Thompson, City Clerk Clerk of The Board
Date: Date:
Approved as to Form and Correctness:Approved as to Form and Correctness:
By: By: 421
Jorge L. Fernandez, City Attorney Assistant County Attorney
Date: Date: • ga- r-
Approved as to Insurance Requirements:
By:
LeeAnn Brehm, Risk Management Administrator
Date:
This contract is not valid until it has been signed by both parties.
THIS DOCUMENT A SUBSTITUTION TO
ORIGINAL E3AC'etaZ''. ORJGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
City of Miami 30
Contract #:610-144 Resolution #2006-44
CONTRACT BETWEEN THE CHILDREN'S TRUST
AND City of Miami
FOR OUT -OF -SCHOOL 2006-2007
This tract, made thls 11 day of June 2006, by and between The Children's
Trust, a independent special taxing district of Miami -Dade County (hereafter
referred t. as "The Trust") located at 4500 Biscayne Blvd./Suite 201, Miami,
Florida, 331 7 and City of Miami having offices at 44 SW 2 Avenue; 8th
Floor;Miami, Iorida (hereafter referred to as "Provider") states, conditions and
covenants for the rendering of services to children and families (hereafter referred
to as "Services") The Trust.
WHEREAS, Miami -Da
health, development an
County; and
Ordinance 02-247 authorizes The Trust to provide for the
afety of children and families throughout Miami -Dade
WHEREAS, the Provider provi• -s or agrees to develop services of value to The
Trust and to children and familie •f Miami -Dade County as more specifically set
forth in this Contract, and has dem strated an ability to provide these services;
and
WHEREAS, The Trust desires that Provid provide those services and the Provider
desires to provide such services; and
WHEREAS, The Trust has appropriated funds f• the proposed services,
NOW, Therefore, in consideration of the mutual co nants recorded herein, the
parties hereto agree as follows:
I. Scope of services
The Provider agrees to render services In accordance wit
and evaluation measures incorporated and attached hereto
The Provider will implement the scope of services as describ
in a manner deemed satisfactory solely to The Trust. Any mo
amendment to the scope of services shall not be effective witho
approval by The Trust's Chief Executive Officer (hereinafter referr
and Provider. The amended scope of services, subject to approval b
must be submitted sixty (60) days prior to the expiration of the Contr
II. Adherence to request for proposal
A. Adherence to the request for proposal
Provider agrees to comply with the standards and requirements established
under The Trust's Request for Proposal document which is incorporated by
reference as if set forth in its entirety herein. Where any terms or conditions
provided for under the Request for Proposal conflict with the terms and
conditions in this contract and/or its attachments, the language of this
contract and/or its attachments shall control.
the scope of services
s Attachments A.
in Attachment A
cation or
prior written
to as CEO)
the CEO,
t.
City of Miami Contract #:610-144
Resolution # 2006-41
1
B. Provider obligation to provide services proposed
Pr vider agrees to provide The Trust with the program and services
des abed in Provider's response to the Request for Proposal. If there is a
confli between the program and services proposed and the program and
service • described in this contract and/or its attachments, the language of
this cont ct and/or its attachments shall control.
C. Administra ve and quality assurance functions
The Trust may t -nsfer a variety of administrative and quality assurance
functions to a qu ty improvement agency during the period of this Contract.
The transition sche, ule and procedures will be communicated to all providers
at least thirty (30) d- s prior to the implementation of a quality
improvement agency.
III. Effective term
A. Initial Contract Period
Both parties agree that the initial ective term of this contract shall be from
June 15% 2006 to May 315t, 2007.
B. Contract renewal options(if appli •- ble)
This contract may be renewed for a term e• ,al to the term of the initial
contract for up to three years. Exercise of th renewal option is at the sole
discretion of The Trust and shall be contingent •on but not limited to the
following:
1. Continued demonstrated and documented need +r the services or priority
area of funding;
2. Program performance by the Provider that is deeme• satisfactory in The
Trust's sole discretion; and
3. The availability of funds from The Trust. The Trust Is pr• ibited from
creating obligations in anticipation of budgeted revenues om one fiscal
, year to another without year to year extension provisions t the
agreement.
The Trust, at least 60 days before the contract period expires, wil otify
Providers of its intent to renew the contract. Contract renewal amo nts will
be negotiated and approved at least 30 days prior to contract renew
IV. Amount payable
Subject to available funds, the maximum amount payable for services rendered
under this contract shall not exceed $525,000.00. Both parties agree that shout
available funding to The Trust be reduced: A) the amount payable under this
City of Miami Contract #:610-144
Resolution # 2006-41
2
C]
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PETTL
contract may be proportionately reduced at the sole option of The Trust with a
proportionate reduction in the scope of services; or B) this contract may be
rminated at the sole option of The Trust. Should funding to the Trust cease or be
re•. ced this Contract may be terminated at the sole discretion and option of The
Tru The Trust is prohibited from creating obligations in anticipation of budgeted
reven► -s from one fiscal year to another without year to year extension provisions
in the a`, reement.
V. Fund g terms and conditions
A. Cost Ref bursement
The parties `• •ree that this is a cost reimbursement contract, and the
provider will b'•, paid based on actual expenditures. Provider will submit a
monthly expend re report with attached backup documentation to support
reimbursement a ' • unt of funds in accordance with the approved budget as
set forth in Attach -nt B, and units served information as prescribed by The
Trust. The Trust wii eview the actual attendance records on a quarterly
basis to ensure that a minimum units served are in compliance. If the
Provider fails to serve t - number of units in accordance with the Contract,
the Trust may amend , e Contract to reduce the amount of dollars
representing the number o nits not provided. Any delay in amendment by
The Trust is not deemed a aiver of The Trust's right to amend or seek
reimbursement for units not pr•` ided in accordance with the Contract.
Provider attests to The Trust that other reimbursement Is available or
used for invoiced costs unless expre' ly authorized by The Trust.
B. Administrative costs
In no event shall The Trust fund indirect ad inistrative costs in excess of ten
(10%) percent of the total budgeted expense requested to be funded. If the
budget includes a line item for Indirect adminis ative costs, then the
Provider must support such expenditure with do mentation deemed •
acceptable by The Trust.
C. Advance payment
1. Advance payment requests
The Trust offers advance payments only in exceptional ases. After
award of a contract, Providers have five (5) business days t► request an
advance payment. The request should include the amount req -sted and
the justification(s) for that amount. The Trust limits advance p ments
to 15% of the total contract amount. Ail advance payment request ust
be approved in writing by The Trust's CEO.
City of Miami Contract #:610-144
Resolution # 2006-41
3
. Advance payment Invoice
Within 60 calendar days of receipt of an advance, Provider shall report the
actual expenditures paid by or charged to the advanced funds using
porting "invoice" forms provided by The Trust. If the " invoice" amount is
le - than the amount advanced, The Trust will deduct the difference from the
nex, applicable monthly payment request. Provider may request, in writing,
an e ension of the repayment of the advance. A fiscal need must be clearly
demon rated and substantiated by the Provider in order for an extension
request * be considered by The Trust,
D. Budget evisions
The Provider may -quest a budget revision during the term of this Contract.
A final budget revls ' n must be submitted sixty (60) days prior to the
expiration of the Con act. No budget revision may exceed the maximum
contracted amount. B get revisions must be requested in writing and be
approved in writing by t e contract manager and Chief Financial Officer of
The Children's Trust.
E. No payment of subcontr ctors
In no event shall The Trust dire ;y advance funds to any subcontractor. Ali
payments to authorized subcontr ors shall be paid directly by Provider to
the subcontractor.
F. Access to records prior to fundin
At the Option of The Trust, upon demand a a d/or within thirty (30) days prior
to funding any program or service, the Provier shall allow The Trust to
evaluate Provider's fiscal and personnel syste s in order to be assured of
Provider's capability to manage the program or . rograms funded by this
Contract. The Trust shall not disburse any funds ntil it is allowed to evaluate
Provider's fiscal and management systems. Failurto allow such evaluation
may result in termination of this Contract. The Trus reserves the right to
evaluate the Provider's fiscal and personnel systems any reasonable time
throughout the course of this Contract.
G. Prohibitions and limitations on use of fund
1. Payment is limited to contracted services
The Provider shall use funds provided under this Contract sole) for the
provision of services described in Attachment A. The Provider sh- 1 not use
funds provided under this Contract to support other programs or s ices
provided by Provider under a different contract. Neither shall the Pr ider
carry over the funds provided under this Contract to a new contract o
amendment without the express written permission of The Trust. Servi
funded under this Contract shall only be in addition to services already
provided without assistance under this Contract.
City of Miami Contract #:610-144
Resolution -# 2006-41
4
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2. No supplanting of existing public funds
The Trust funding may not be used by local or state government agencies
replace funding previously provided by those local and state funding
s rces for the same program purpose. Such government agencies must
ce ;'fy that they have maintained their previous funding level when
appl `'ng for additional funding from The Trust. Violation of this section
shall b considered a breach of this Contract.
3. Doub payments
Provider cos or earnings claimed under this Contract may not also be
claimed unde nother contract or grant from The Trust or any other
agency. Any clm for double payment by Provider shall be considered a
breach of this Co tract.
4. Use of costal
cation methodology
Provider attests to The
used for invoiced servic
Provider shall keep accur
reimbursement, or compen
other third party, for any se
make all such records availab
report such fees, reimburseme
such payments received which
5. Religious purposes
The Trust funds shall not be used for • rposes of religious proselytizing.
rust that no other reimbursement is available or
unless expressly authorized by The Trust.
e and complete records of any fees collected,
ation of any kind received from any client or
ice covered by this Agreement, and shall
to The Trust upon request. PROVIDER shall
t, compensation or funding to The Trust for
I be deducted from PROVIDER's invoices.
6. Lobbying
The Provider shall not use any funds provide,under this Contract for
lobbying federal, state or local legislators. Vio tions of this section shall be
considered a breach of this Contract.
7. Adverse action or proceeding
The Provider shall not utilize the funds provided unde this Contract or any
other The Trust funds to retain any legal counsel for an action or
proceeding against The Trust or any of its agents, employ` ees or officials.
The Provider shall not utilize the funds provided under thi' ontract or any
other The Trust funds to provide legal representation, advi or counsel to
any person in any action or proceeding against The Trust or a y of its
agents, employees or officials.
8. Capital equipment
To define capital equipment, the Trust utilizes the definition of "prope
as outlined by the Florida Statutes, Chapter 274, as individual items wit a
City of Miami Contract #:610-144
Resolution # 2006-41
value of $1,000 or greater which have a life expectancy of more than one
year. Capital equipment purchased by the Provider using The Trust funds
are assets of The Trust, are intended for The Trust funded programs,
nsidered to be owned by The Trust and must be tagged at the time of
p chase as an asset of The Trust. The Trust will work with the Provider
to • g the asset and to receive all information regarding the equipment.
The 'rovider must maintain a record of the capital equipment purchased
with nds provided by The Trust. When the Provider Is no longer funded
by the rust, the equipment will be returned to The Trust for use by
another unded program unless it is fully depreciated. The Provider must
initiate r- urn of such capital equipment to the contract manager.
Ownership of capital equipment will be transferred to the Provider and
removed fr• The Trust's fixed asset system provided that the capital
equipment is ully depreciated and in the possession of the Provider.
VI. Representation and acknowledgments
A. Appropriate staff
Provider represents that i persons delivering the services required by this
Contract have the knowle. 'e and skills, either by training, experience,
education, or a combination hereof, to adequately and competently perform
the duties, obligations, and s ices set forth In the scope of services
(Attachment A) and to provide nd perform such services to The Trust's
satisfaction. Provider further rep -sents that all persons delivering services
required by this Contract have co lied with all state and federal
requirements, including but not limi .-d to background screening
requirements. Provider certifies that 1 such individuals are qualified and
approved for providing services herein.
B. • Best practices
Provider shall perform its duties, obligations, a d services under this Contract
in a skillful and respectful manner. The quality o Provider's performance and
all interim and final product(s) provided to or on •'-half of The Trust shall be
comparable to local, state and national best practic standards.
C. Children with disabilities and their families
Provider understands that The Trust expects all Providers to eet the federal
standards under the Americans With Disabilities Act. By polic of The Trust,
providers must also implement reasonable programmatic acco odations to
include children with disabilities and their families, whenever pos •le.
D. Other acknowledgments
Information, guidance and technical assistance offered by The Trust staff,
any other person or entity, whether written or verbal, in no way constitutes
guarantee of execution of this Contract by The Trust and should not be relied
City of Miami Contract #:610-144
Resolution # 2006-41
6
„maul
tilf) VIII. Ownership and indemnification of int.liectual property
rights
pon as a basis for doing business, delivering service, expensing nnanciai
sources or having an expectation of receipt of payment.
Pro'der acknowledges that its performance under this Contract (Included,
but n t limited to, findings of monitoring reports, responsiveness to
correc e action plans, timely receipt of required and requested Information,
and ove II satisfactory performance) shall be taken into consideration by
The Trust hen evaluating any future funding requests by Provider.
VII. Indemnific. ion by Provider
A. Non -governor t Providers
Provider shall inde
employees, agents a
damages, including att
its officers, employees,
claims, demands, sults, c
nature arising out of, relati
contract by the Provider or i
principals or subcontractors.
Provider shall pay all claims and
investigate and defend all claims,
name of The Trust, where appllcabl
shall pay all costs, judgments, and a
Provider expressly understands and a
required by this Contract or otherwise p
limit the responsibility to indemnify, keep
Trust or its officers, employees, agents as
ify and hold harmless The Trust and its officers,
instrumentalities from any and all liability, losses or
neys' fees and costs of defense, which The Trust or
ents or instrumentalities may incur as a result of
ses of actions or proceedings of any kind or
to or resulting from the performance of this
employees, agents, servants, partners,
sses in connection therewith and shall
its or actions of any kind or nature in the
including appellate proceedings, and
rney's fees which may issue thereon.
es that any insurance protection
vided by Provider shall in no way
nd save harmless and defend The
rein provided.
The provisions of this section on indemnlficat
or termination of this Contract.
shall survive the expiration
A. Ownership of intellectual property rights
N
The Trust retains sole ownership of intellectual property de loped under this
contract.
Any data, reports, drawings, documents or other information pr• ided by the
Provider to The Trust during the performance of services under th
Agreement and any reports, drawings or other writings based entir ` on the
Trust's disclosures and created as part of the services provided unde his
Agreement shall be and remain the sole property of the Provider at all es.
Notwithstanding the foregoing, The Trust may access, use, assemble an
disseminate such data for reporting compliance and statistical purposes,
provided that Provider otherwise complies with the confidentiality obligation
below.
City of Miami Contract #:610-144
Resolution # 2006-41
7
B. Licensing of Intellectual property rights
It is the responsibility of the Provider to pay all required licensing fees if
teltectuat property owned by other parties Is incorporated into the products
re• ired under this Contract. Such licensing should be in the exclusive name
of Th - Trust. Payment for any such licensing fees or costs arising from the
use of ethers' intellectual property rights must be made by the Provider from
funds a liable under this Contract.
C.Indemnifi tion
The Provider she I indemnify and hold harmless The Trust from liability of any
nature or kind, in uding costs and expenses for or on account of any
copyrighted, servic- marked, trademarked, patented or unpatented
invention, process, a 'cie or work manufactured or used in the performance
of the Contract. The P 'vider may not use any design, device, materials or
works covered by letters, service mark, and trademark, patent, copyright or
any other intellectual prop y right manufactured or used in the
performance of this Contrac , It is mutually agreed and understood without
exception that such use is out de the scope and terms of this Contract and
would be deemed a breach ther', of.
IX. Insurance
A. Minimum insurance requirement,' certificates of insurance
The Provider shall furnish to the contract m : nager of The Trust, 4500
Biscayne Blvd, Miami, FL 33137, Suite 201, • • n execution of the Contract,
Certificate (s) of Insurance which indicate that surance coverage has been
obtained which meets the requirements as out!) -d below:
1. Worker's Compensation Insurance for all employ:-s of the Provider as
required by Florida Statute 440;
2. Comprehensive general liability insurance in an amou ' not less than
$500,000 combined single limit per occurrence for bodi injury and
property damage. The Trust must be designated and sho n as an
additional insured with respect to this coverage;
3. Automobile liability insurance covering all owned, non -owned a d hired
vehicles used in connection with the work, in an amount not les than
$1,000,000 combined single limit per occurrence for bodily injury nd
property damage. The Trust must be designated and shown as an
additional insured with respect to this coverage.
B. Classifications and ratings
All insurance policies required above shall be issued by companies authorized
to do business under the laws of the State of Florida, with the following
City of Miami Contract #:610-144
Resolution # 2006-41
8
qualifications:
The company must be rated no Tess than "B" as to management, and no
1= s than "Class V" as to financial strength, by the latest edition of
B- t's Insurance Guide, published by A.M. Best Company, Oldwick, New
Jer -y, or its equivalent, subject to the approval of The Trust's Risk
Mana 'ement Division, or
2. The co pany must hold a valid Florida Certificate of Authority as shown
In the la ' -st "List of All Insurance Companies Authorized or Approved to
Do Busine in Florida" issued by the State of Florida Department of
Insurance a 'd are members of the Florida Guaranty Fund.
C. Modifications an hanger
All insurance certificates ill Indicate no modification or change In Insurance
shall be made without thi (30) days advance notice to the certificate
holder.
NOTE: THE TRUST'S RFP/I NUMBER AND TITLE MUST APPEAR ON
EACH CERTIFICATE. CERTIF ATE HOLDER MUST READ:
The ChB 1 en's Trust
4500 Biscayne vd., Suite 201
Miami, FL 3137
Compliance with the foregoing requireme 'ts shall not relieve the Provider of
liability and obligation under this section o under any other section of this
Contract.
D. Duration of insurance
The Provider shall be responsible for assuring that th insurance certificates
required in conjunction with this Section remain in forc: for the duration of
the contractual period; including any and all renewal pe 'ds and/or additional
phases or work that may be granted to the Provider In acrdance with this
Contract, if applicable. If insurance certificates are schedule to expire during
the contractual period, the Provider shall be responsible for s • miffing new or
renewed insurance certificates to The Trust at a minimum of thi t y (30)
calendar days in advance of such expiration. In the event that ex red
certificates are not replaced with new or renewed certificates which over the
contractual period, The Trust shall suspend the Contract until such ti e as the
new or renewed certificates are received by The Trust 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 this Contract for cause and seek re -procurement
damages from the Provider.
City of Miami Contract #:610-144
Resolution # 2006-41
9
E. ailure to provide certificates of insurance
If e Provider fails to furnish The Trust with certificates or written verification
requ ed under this section or as determined by The Trust's Risk Management
Divisio • after review of the scope of services (Attachment A), The Trust shall
not disb rse any funds until it Is provided with the necessary certificates of
insurance • r written verification. Failure to provide the certificates of
insurance o written verification upon execution of this Contract may result In
termination the grant award.
X. Conditions o - ward
Provider agrees that 1 as met or will meet all of the following conditions of
award. Failure to satis any of the following conditions of award may result in
termination of this Contr
A. Programmatic condit ns of award
1. Licensure
Upon execution, if the Provider' - required by the State of Florida or
Miami -Dade County to be license', or certified to provide the services or
operate the facilities outlined in th- scope of services (Attachment A), the
Provider shall keep on file all requir-`, current licenses or certificates. The
Provider shall be responsible for assu ` g that licenses required by the
State of Florida or Miami -Dade County '- main in force for the duration of
the contractual period, including any and°' II renewal periods and/or
additional phases or work that may be gra ' ed to the Provider in
accordance with this Contract, if applicable.
2. Fire inspection certificate
If Provider is required by the State of Florida, Mia "•'-Dade County or any
municipality to have a service site Fire Inspection Ce 1 ificate, Provider shall
keep on file of the most recent inspection within ten (,!) days of
execution of this Contract.
3. Health inspection certificate
If Provider is required by the State of Florida, Miami -Dade Cou ty or any
municipality to have a service site Health Inspection Certificate, ;rovider
shall keep on fire of the most recent inspection within ten (10) da of
execution of this Contract.
4. Employee background screening
a. In accordance with sections 984.01(2)(a), 985.01(2)(a), and 39.001,
Florida Statutes, only employees, volunteers and subcontracted
personnel with a satisfactory background check through a screening
agency may work in direct contact with children under the age of
eighteen. Background screenings must be completed through the
City of Miami Contract #:610-144
Resolution # 2006-41
10
Florida Department of of Law Enforcement (FDLE), VECHS Program,
hone number: 850-410-8324. However, satisfactory background
eening documentation will be accepted for those agencies that
airy-dy conduct business with either the Department of Children and
Fami '-s (DCF) or the Department of Juvenile Justice (DJJ) (Please note
that D► or DJJ will only process background screenings for those
agencie . rojects that are directly funded by DCF or DJJ). In addition,
an Affidav of Good Moral Character must be completed and notarized
for each e 1 loyee, volunteer and subcontracted personnel upon hiring.
b. Provider shal •rovide The Trust with a copy of its policy regarding
employee backound screening within ten (10) days of execution of
this Contract.
c. Provider shall retain
background screenln
beyond the last date th
complied with and final
audits have been submitte
5. Proof of tax status
The Provider is required to keep on lie the following documentation for
review by The Trust.
II records demonstrating compliance with the
equired herein for not less than three years
t all applicable terms of this Contract have been
yment has been received and appropriate
to and accepted by the appropriate entity.
a) The Internal Revenue Service (I.R.S. tax status determination letter;
b) The most recent (two years) I.R.S. for 990 within six (6) months after
the Provider's fiscal year end or other ap• opriate annual fiscal filing;
c) IRS 941 - quarterly federal tax return repo within thirty-five (35)
calendar days after the quarter ends and if th 941 reflects a tax
liability, proof of payment must be submitted w hin sixty (60) calendar
days after the quarter ends.
6. Proof of policies
The Provider shall keep on file copies of its policies on non .iscrimination,
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 Trust shall not discriminate against a
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, 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
City of Miami Contract #:610-144
Resolution # 2006-41
11
render services in a manner that respects the worth of the individual and
otects and preserves the dignity of people of diverse cultures, classes,
ra, -s, religions, sexual orientation, and ethnic backgrounds.
To th end the Provider agrees to abide by Chapter 11A of the Code of
Miami- ► . de County ("County Code"), as amended, which prohibits
discrimin ion in employment, housing and public accommodations; Title VII
of the Civil ights Act of 1968, as amended, which prohibits discrimination in
employment nd public accommodation; the Age Discrimination Act of 1975,
42 U.S.C. Sec •n 2000d, as amended, which prohibits discrimination in
employment be use of age; Section 504 of the Rehabilitation Act of 1973,
29 U.S.C. § 794, amended, which prohibits discrimination on the basis of
disability; and the ericans with Disabilities Act, 42 U.S.C. § 12103 et seq.,
which prohibits discri nation in employment and public accommodations
because of disability.
It is expressly understood at upon receipt of evidence of discrimination
under any of these laws, Th = Trust shall have the right to terminate this
Contract. If the Provider or a owner, subsidiary, or other firm affiliated
with or related to the Provider, found by the responsible enforcement
agency or the courts to be in vio ion of these laws, The Trust will conduct
no further business with the Provi' -r.
B. Family medical leave
Provider agrees that it is in compliance wi the Family Medical Leave Act (28
USC 2601 et. seq. and §11A-29 et. seq. of +iami-Dade County Code) which
requires an employer, who In the regular cou e of business has fifty (50) or
more employees working in Miami -Dade Coun for each working day during
each of twenty (20) or more calendar work wee - to provide family medical
leave to its employees. Failure to comply with thi local law may be grounds
for voiding or terminating this Contract.
C. Domestic violence leave
The Provider agrees that it is in compliance with the Dom- tic Violence
Leave, codified as § 11A-60 et. seq. of the Miami -Dade Cou y Code, which
requires an employer, who in the regular course of business • s fifty (50) or
more employees working in Miami -Dade County for each works • day during
' each of twenty (20) or more calendar work weeks to provide do , estic
violence leave to its employees. Failure to comply with this local w may be
grounds for voiding or terminating this Contract.
D. Florida clean indoor air act
Provider agrees that it is in compliance with the Florida Clean Indoor Air A
5386.201, et. seq., Florida Statutes, which prohibits smoking in enclosed
indoor workplaces, including private residences where child care or health
care is provided.
City of Miami Contract #:610-144
Resolution # 2006-41
12
E. Public entities crime act
Provider represents that the execution of this Contract will not violate the
ublic Entities Crimes Act (Section 287.133, Florida Statutes), which
sentially provides that a person or affiliate who is a contractor, consultant
or ther provider and who has been placed on the convicted vendor list
folio ing a conviction for a Public Entity Crime may not submit a bid on a
contrt to provide any goods or services to The Trust, may not submit a bid
on a co 'tract with The Trust for the construction or repair of a public building
or public ork, may not submit blds on leases of real property to The Trust,
may not b. awarded or perform work as a contractor supplier, subcontractor,
or consultan under a contract with The Trust, and may not transact any
business with he Trust in excess of the threshold amount provided In
Section 287.01 Florida Statutes, for category two purchases for a period of
thirty-slx (36) m • the from the date of being placed on the convicted vendor
list. Violation of t section shall result in cancellation of this Contract and
recovery of all moni- paid hereto, and may result in debarment from The
Trust's competitive p curement activities.
F. Living wage
Provider agrees to comply w
(§2-8, 9 of Miami -Dade Count
sum of $100,000 or more to pr
services, routine maintenance (c
refinishing, recycling), clerical or o
transportation and parking service
services.
G. Conflict of interest
Miami -Dade County's Living Wage Ordinance
Code) if it has contracted with The Trust for a
ide food preparation/distribution, security
todial, cleaning, refuse removal, repair,
er non -supervisory clerical work,
nting services or landscaping/lawn
The Provider represents that the execution o his Contract does not violate
The Trust Conflict of Interest and State of Flori• . Code of Ethics, (§112.311,
Florida Statutes), as amended, which are incorp• •ted herein by reference as
if fully set forth herein. Provider agrees to abide b and be governed by
these conflict of interest laws throughout the course •f this Contract and in
connection with its obligations hereunder.
XII. Child abuse and incident reporting
A. Child abuse reporting
Provider shall immediately report knowledge or reasonable suspi •n of
abuse, neglect, or abandonment of a child, aged person, or disable adult to
the Florida Abuse Hotline on the statewide toll -free telephone numb- (1-
800-96ASUSE). As required by Chapters 39 and 415, Florida Statutes, his is
binding upon both the Provider and its employees.
City of Miami Contract #:610-144
Resolution # 2006-41 13
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 Contract or arising out of
e performance of this Contract. The Provider shall provide written
notification of the incident together with a copy of the incident report to
The rust within three (3) working days. The Provider shall provide
writte notification to The Trust, within seven (7) days, If any legal action
is filed - a result of such an injury.
2. Sexual arassment
The Provider sh
employee makes
sexual assault by a
thereof. Provider sh
three (3) working day
provide written notiflcat
action is filed as a result
II complete an incident report in the event a client or
n allegation of sexual harassment, sexual misconduct or
rovider employee and the Provider has knowledge
I provide written notification to The Trust within
f such an allegation is made. The Provider shall
n to The Trust, within seven (7) days, if any legal
such an alleged incident.
3. Civil rights violation
Provider shall provide written no fication to The Trust within three (3)
days if any complaint or litigation filed against the Provider or any of its
employees alleging a violation of an of the laws listed In Article XI of this
Contract.
XIII. Notices
It is understood and agreed that all notices pursua 't to this Contract shall be in
writing and sent by certified mail to the addresses f• each Party appearing on
page one of the Contract. It is the Provider's respon ` s ility to advise The Trust In
writing of any changes in name, address and/or teleph e number.
XIV. Autonomy
Both parties agree that this Contract recognizes the autonom •f and stipulates
or implies no affiliation between the contracting parties. It is e •ressly
understood and intended that the Provider is only a recipient of f ding support
and is not an agent or instrumentality of The Trust, and that the Pr►vider's
agents and employees are not agents or employees of The Trust.
XV. Breach of contract and remedies
A. Breach
A breach by the Provider shall have occurred under this Contract if the
City of Miami Contract #:610-144
Resolution # 2006-41
14
1-
cn
Provider:
. Fails to provide the services outlined in the scope of services (Attachment
), the Request for Proposal/Invitation to Negotiate or the response to
quest for Proposal or Invitation to Negotiate, whichever is applicable,
wi in the effective term of this Contract;
2. Ineffe ively or improperly uses The Trust funds allocated under this
Contrac
3. Utilizes The rust funds for local or state government programs that were
previously fu ued by the local or state agency;
4. Does not furnish e certificates of insurance required by this Contract or
as determined by e Trust;
5. Does not meet or sati the conditions of award required by this
Contract;
6. Falls to submit or submits correct or incomplete proof of expenditures
to support disbursement req ests or advance funding disbursements, or
falls to submit or submits inc • piete or incorrect detailed reports of
requests for payment, expendi res or final expenditure reports;
7. Does not submit or submits incom • ete or incorrect required reports
pursuant to the scope of services in is Contract;
8. Refuses to allow The Trust access to re • rds or refuses to allow The Trust
to monitor, evaluate and review the Prov''er's program, including
required client data;
9. Does not comply with the civil rights and othe egulatory obligations
detailed in Article XI;
10. Fails to comply with child abuse and incident rep• ing requirements;
11. Attempts to meet its. obligations under this Contract ' 'rough fraud,
misrepresentation or material misstatement;
12. Fails to correct deficiencies found during a monitoring, eva ation or
review within the specified time;
13. Fails to meet the terms and conditions of any obligation or repa ent
schedule to The Trust or any of its agencies;
14. Fails to maintain the confidentiality of client files, pursuant to Florida
and federal laws, or;
City of Miami Contract #:610-144
• Resolution # 2006-41
15
a
f"
Z
15. Fails to fulfill in a timely and proper manner any and all of its
obligations, covenants, contracts and stipulations In this Contract.
Waiver 'f breach of any provisions of this Contract shall not be deemed to be a
waiver o any other breach and shall not be construed to be a modification of the
terms of t 's Contract.
B. The Trus 's remedies
Upon breach oft ` 's Contract The Trust may pursue any or all of the following
remedies including combination thereof:
1. The Trust may ermlnate this Contract by giving written notice to the
Provider of such ermlnation and specifying the effective date thereof at
least five (5) busi ' ess days before the effective date of termination. In
the event of termi ` tion, The Trust may: (a) request copies of all finished
or unfinished docum nts, data studies, surveys, drawings, maps, models,
photographs, reports . repared and secured by the Provider with The Trust
funds under this Contr t; (b) seek reimbursement of The Trust funds
allocated to the Provider" nder this Contract; (c) at the sole discretion of
The Trust, The Trust may - rminate or cancel any other contracts entered
into between The Trust an he Provider. The Provider shall be responsible
for all direct and indirect cos ` associated with such termination, including
attorney's fees;
2. The Trust may suspend paymen \ n whole or in part under this Contract by
providing written notice to the Pro ider of such suspension and specifying
the effective date thereof, at least ' e (5) business days before the
effective date of suspension. If pay nts are suspended, The Trust shall
specify in writing the actions that mus be taken by the Provider as
condition precedent to resumption of pa ments and shall specify a
reasonable date for compliance. At the s e discretion of The Trust, The
Trust may also suspend any payments in ole or in part under any other
contracts entered into between The Trust an the Provider. The Provider
shall be responsible for all direct and indirect &•sts associated with such
suspension, including attorney's fees;
3. The Trust may seek enforcement of this Contract 1`•cluding but not limited
to filing an action with a court of appropriate jurisdi' ion. The Provider
shall be responsible for all direct and indirect costs a iodated with such
enforcement, including attorney's fees;
4. The Trust retains the option, at its sole discretion, to ente into a written
remedial plan with the Provider to cure any breach of this •ntract as may
be permissible under state or federal law. Any such remedi plan shall be
an addition to this Contract and shall not affect or render void •r voidable
any other provision contained in this Contract;
5. Any and all other remedies available at law or equity.
City of Miami Contract #:610-144
Resolution # 2006-41 16
C. CEO authorized
01177114
F.,a
L _
,,
rR Id
4 The Trust may terminate this Contract
,rz, fails to receive funds through which this
XVIII. Payment procedures
The Trust agrees to pay the Provider for service rendered under this Contract
outlined in Attachment A. Payment shall be mad in accordance with forms found
on The Trust's Funded Programs WWW Page
(http://thechildrenstrust.org/programs.asp) and, if a• ' Iicable, the Florida Prompt
Payment Act
CEO Is authorized to terminate this Contract on behalf of The Trust.
D. Damages sustained
Notwithst
Trust for da
and The Trus
exact amount
pursue any rem
sustained by the
indirect costs assoc
ding the above, the Provider shall not be relieved of liability to The
ages sustained by The Trust by virtue of any breach of the contract,
may withhold any payments to the Provider until such time as the
damages due The Trust is determined. The Trust may also
ies available at law or equity to compensate for any damages
each. The Provider shall be responsible for all direct and
ted with such action including attorney's fees.
XVI. Terminatio by either party
Both parties agree that this •ntract may be terminated by either party hereto by
written notice to the other pa of such Intent to terminate at least thirty (30)
calendar days prior to the effect e date of such termination. The CEO is
authorized to terminate this Contr t on behalf of The Trust.
XVII. Termination due to 1 k of funds
thin five (5) business days if The Trust
ntract Is funded.
A. Requests for payment
The Trust agrees to pay for expenditures in accordance ith the terms
outlined in, funding terms and conditions. An original Inv ce, in the format
prescribed by The Trust, plus two copies is due on or befo - the fifteenth
(15) day of the month following the month in which expend' res were
incurred (exclusive of legal holidays or weekends). The Trust • rees to
reimburse Provider on a monthly billing basis.
B. Processing the request for payment
In order to be deemed proper as defined by the Florida Prompt Paymen, ct,
all invoices must comply with the requirements set forth in this Contract d
must be submitted on the forms as prescribed by The Trust. Invoices and/o
documentation returned to Provider for corrections may be cause for delay in
receipt of payment. Late submission may result in delay in receipt of
payment. The Trust shall pay Provider within thirty (30) calendar days of
receipt of Provider's properly submitted invoice and/or other required
City of Miami Contract #:610-144
Resolution # 2006-41
17
documentation.
. Final request for payment
A nal request for payment from the Provider will be accepted by The Trust
up forty-five (45) days after the expiration of this Contract. If the
Provi• -r fails to comply, ail rights to payment shall be forfeited. If after
receipt such final report, The Trust determines that the Provider has been
paid fund not in accordance with the Contract, and to which it is not
entitled, th - • rovider shall return such funds to The Trust or submit
appropriate • , cumentatlon to support the expenditure. The Trust shall have
the sole discre ` •n in determining if the Provider Is entitled to such funds and
The Trust's decis n on this matter shall be binding. Additionally, any
unexpended or un • ocated funds shall be recaptured by The Trust.
D. Return of fun
In the event that the Provl• -r, its independent auditor or The Trust discovers
that an overpayment has be- • made, the Provider shall repay said
overpayment within thirty (30) . alendar days without prior notification from
The Trust.
XIX. Records, reports, audits a ' d monitoring
A. Accounting records
The Provider shall keep accounting records lch conform to generally
accepted accounting principles. All such recor• will be retained by the
Provider for not less than three years beyond th_ last date that all applicable
terms of this Contract have been complied with a final payment has been
received and appropriate audits have been submitt to and accepted by the
appropriate entity. However, if the Provider is a mun ipality, county
government, dependent or independent special taxing 'istrict, government
contractor, or other government entity, the Provider mu retain all such
records for not less than five years beyond the last date t .t all applicable
terms of this Contract has been complied with and final pa ent has been
received and appropriate audits have been submitted to and : ccepted by the
appropriate entity.
B. Financial audit
Within 120 days of the close of its fiscal year, Provider agrees to sub 't to
The Trust a certified independent fiscal audit of all its corporate activitie and
any accompanying management letter(s), for each year during which thi
Contract remains in force and until all funds expended from this Contract
have been audited. This audit shall be conducted in accordance with auditin
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
City of Miami Contract #:610-144
Resolution # 2006-41
18
consistent with the United States Office of Management ana buagec urcurar
-133, Audit of States, Local Government and Non -Profit Organizations and
t Florida Single Audit Act, Florida Statutes 215.97, as applicable.
For a dits conducted under the Office of Management and Budget Circular A-
133, A►dit of States, Local Government and Non -Profit Organizations and the
Florida gle Audit Act, Provider must also submit the schedule of
expenditu -s pertaining to awards, summary schedule of prior audit findings,
applicable ditor's reports and the corrective action plan when the schedule
of findings a d questioned costs prepared by the independent auditor
discloses audi findings relating to this contract. In the event that the
independent a itor does not disclose audit findings relating to this Contract,
the Provider sha provide written notification to The Trust that an audit of
the Provider was nducted in accordance with applicable laws and
regulations and tha the findings and questioned costs disclosed no audit
findings related to thi Contract; and, that the summary schedule of prior
audit findings did not r •ort on the status of any audit findings relating to
awards that The Trust p •vided.
Audit extensions may be g _ nted in writing by the contract manager upon
receipt in writing of such re• est with appropriate justification by the
Provider.
C. Access to records: audit
The Trust reserves the right to req
an auditor of The Trust's choosing.
its records which relate to this Contra
business hours. The Provider agrees to
necessary to facilitate their review or au
with applicable accounting and financial st
Trust or its designee to the Provider's Indep
for complying with federal, state or local requ
D. Informed consent
e the Provider to submit to an audit by
e Provider shall provide access to all of
at its place of business during regular
rovide such assistance as may be
by The Trust to insure compliance
dards, including access by the
dent auditor's working papers
ements.
The Provider agrees that anyone who receives servi
Contract shall be informed of procedures to gather fo
participants after services. Participants shall be asked
to being contacted for this information. Participants shal
consent form, which allows for follow-up contact by The
included as Attachment C, available in English, Spanish, an
used for this purpose. Forms will be given to The Trust, with
the participant's record. The form must also indicate non -con
is the participant's response. The Provider agrees to ensure tha
participant's contact information is current and updated upon exi
program.
E. Programmatic Data reporting
Provider agrees to comply and participate in any data collection reporting,
City of Miami Contract #:610-144
Resolution # 2006-41
s paid for by this
w-up information on
consent, voluntarily,
be asked to sign a
ust. The form
Creole, shall be
copy filed in
nt when that
each
g the
19
1::
cluding participant data as required by The Trust and described in
A. achment D, Programmatic Data Reporting Requirements. In addition,
Pro der agrees to furnish The Trust with quarterly program narrative reports
in th - ormat to be specified by The Trust.
F. Monitor , g: management evaluation and performance review.
The Provider agrees to permit The Trust personnel or contracted agents to
perform rando unscheduled monitoring, reviews and evaluations of the
program which i the subject of this Contract. The Trust shall monitor both
fiscal and progra matic compliance with all the terms and conditions of the
Contract. The Pro ider shall permit The Trust to conduct site visits, client
interviews, client as -ssment surveys, fiscal review and other techniques
deemed reasonably n: essary to fulfill the monitoring function. A report of
The Trust's findings wil •e delivered to the Provider and the Provider will
rectify all deficiencies cit• d within the period of time specified in the report. If
such deficiencies are not •rrected within the specified time, The Trust may
terminate this Contract. T - Trust shall conduct one or more formal
management evaluation and .erformance reviews of the Provider.
Continuation of this Contract o uture funding Is dependent upon satisfactory
evaluation conclusions. Furtherm're, the findings of monitoring reports,
responsiveness to corrective actio the satisfactory performance of the
requirements of this Contract and t - timely receipt of requested information
shall be considered factors In evaluate • future funding requests.
G. Client records
The Provider shall maintain a separate indivi
client/family served. This case file shall lnclu
regarding case activity. At a minimum, the cas
intake information, treatment plans, and case no
services were provided and the kind of services pro
subject to the audit and inspection requirements un
records will be retained by the Provider for not less th
after the client is no longer enrolled. Provider agrees to
applicable state and federal laws on privacyand confident
H. Internal documentation
al case file for each
all pertinent information
file will contain referral and
s documenting the dates
ided. These files shall be
r this Contract. All such
five calendar years
omply with all
lity.
Provider agrees to maintain the following, as applicable: (1) perso el files
including hiring records, background screening results, job descriptio , and
evaluation procedures, (2) authorized time sheets, records, and atten• ; ce
sheets, (3) daily activity log and monthly calendar, (4) signature of persat
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.
City of Miami Contract #:610-144
Resolution # 2006-41
20
Units of service
an
vider agrees to document and maintain a permanent record of beginning
ending service time and date of service for all time based units of
servi
3. Revenue aximization documentation
Provider agre=- to comply with any and all reporting and documentation
required by fed = al, state and other funding sources such as but not limited
to Title IVE of th- ocial Security Act, Temporary Assistance fQr Needy
Families (TANF) BI• k Grant, etc.
XX. Confidentiality
The Provider and The Trust un; erstand that during the course of performing the
work hereunder, each party ma ave access to certain confidential and
proprietary information and mate - Is of the other party In order to further
performance of the work. The parti- shall protect confidential information and
comply with applicable federal and st- e laws on confidentiality to prevent
unauthorized use, dissemination or pu • cation of confidential information as each
party uses to protect its own confidentia formation in a like manner. The
parties shall not disclose the confidential in • rmation to any third party, or to any
employee or contractor who does not have a eed to know such information,
which need is related to performance of a res. 'i nsibility hereunder. However, this
agreement impose no obligation upon the parti to with respect to confidential
information which (a) was lawfully known to the ceiving 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 t receiving party from a
third party without restriction on disclosure, (d) is ind�•endently developed by or
for that party, (e) is disclosed under operation of law, ( is disclosed by the
receiving party with the other party's prior written appro I. The confidentiality
provision of this Agreement shall remain in full force and e ect after the
termination of this Agreement.
XXI. Security obligation
Provider shall maintain an appropriate level of data security for the formation
the Provider Is collecting or using in the performance of this Contrac . This
includes, but is not limited to, approving and tracking all Provider emp ees
who request system or information access and ensuring that user access as
been removed from all terminated Provider employees.
XXII. Publicity
A. Publicity
It is understood and agreed between the parties hereto that this Provider is
funded by The Trust. Further, by the acceptance of these funds, the Provider
agrees that events funded by this Contract shall recognize The Trust as a
City of Miami Contract #:610-144
Resolution # 2006-41
21
funding source. The Provider shall ensure that all publicity, public relations,
dvertisements and signs recognizes The Trust for the support of all
ntracted activities. The use of the official The Trust logo is permissible.
The 'rovider shall ensure that all media representatives, when inquiring
about he activities funded by this Contract, are informed that The Trust is its
funding •ource.
Provider s II distribute a press release announcing that it has
been award.. funding by The Children's Trust.
Provider shall, it possesses the appropriate technology, provide a link
between Provide s website and The Children's Trust website.
B. Publications
Provider agrees to supple The Trust, without charge, up to three copies of
any publication developeconnection with implementation of programs
addressed by this Contract. uch publications will state that the program is
supported by The Trust. Pro "•er agrees that The Trust will have unlimited
use of copyrighted materials d eloped under this Contract.
Providers shall include The Childre 's Trust logo and the following paragraph
in all materials featuring programs nded by The Children's Trust, including
but not limited to newsletters, press -leases, brochures, flyers, websites or
any other materials for dissemination t the media or general public:
English:
Thetrtattairti is funded by The Chil• n's Trust. The Trust is a
dedicated source of revenue established b voter referendum to improve
the lives of children and families In Miami-D- .e County.
Spanish:
El City of Miami esta financiado por El Fidecomi o de los Ninos (The
Children's Trust). El Fidecomiso de los Ninos es un fuente de flnanciacion,
creada por los votantes en referendum para mejora las vidas de los ninos
y las familias en Miami -Dade.
Kreyol •- .f ��
finanse pa "The Children's Trust". Trust la ce you sous
lajan ke gouvenman amerikin vote an referandom you ke' investi bien
nan pwogram kap ameliore la Vi Ti Moun ak fanmi yo nan MI• i Dade.
XXIII. Miscellaneous
A. Modifications and change orders
Any alterations, variations, modifications, extensions or waivers of provisio
of this Contract 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
Contract.
City of Miami Contract #:610-144
Resolution # 2006-41
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The Trust and Provider mutually agree that modification of the scope of
service, schedule of payments, billing and payment procedures, set forth
erein and other such revisions may be negotiated as a written amendment
t• this Contract between the parties.
The ust's CEO is authorized to make modifications to this Contract as
descri & -d herein on behalf of The Trust.
B. Subcontr ctors and assignments
The parties ag -e that no assignment or subcontract will be made or let in
connection with is Contract without the prior written approval of The Trust,
which shall not be nreasonably withheld, and that all subcontractors or
assignees shall be g • erned by the terms and conditions of this Contract.
C. Contract guidelines
This Contract is made In the tate of Florida and shall be governed according
to the laws of the State of Flor a. Proper venue for this Contract shall be
Miami -Dade County, Florida.
D. Headings, use of singular nd gender
Paragraph headings are for convenience ly and are not intended to expand
or restrict the scope or substance of the prvisions of this Contract.
Wherever used herein, the singular shalt incl:•e the plural and plural shall
include the singular, and pronouns shall be rea as masculine, feminine or
neuter as the context requires.
E. Totality of contract/severability of provisio
This Contract with its recitals on the first page of the Co ract and with its
attachments as referenced below contain all the terms an onditions agreed
upon by the parties:
Attachment A: Scope of Services and Evaluation Measures
Attachment B: Budget
Attachment C: Consent to Contact Forms (English, Spanish, Creol
Attachment D: Programmatic Data Reporting Requirements
No other contract, oral or otherwise, regarding the subject matter of this
Contract shall be deemed to exist or bind any of the parties hereto. If any
provision of this Contract is held invalid or void, the remainder of this
Contract shall not be affected thereby if such remainder would then continue
to conform to the terms and requirements of applicable law.
City of Miami Contract #:610-144
Resolution # 2006-41
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XXIV. Contract number
is Contract is assigned as contract number 610-144
City of Miami Contract #:610-144
Resolution # 2006-41
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e parties have caused this Contract, including Attachments A, B, C, and D to be
• e , cuted by their respective and duly authorized officers as of the day and year
first : bove written.
City of ami
Agency Na , e
The Children's Trust
MIAMI-DADE COUNTY, FLORIDA
By: By:
Signature of Authorize Representative) Modesto E. Abety, President/CEO
Type or Print Name
Date: Date:
This contract is not valid u I! It has been signed by both parties.
Approved as to form and legal sufficiency
County Attorney
Received By:
Clerk of the Board
S
City of Miami Contract #:610-144
Resolution # 2006-41
Dat
Date:
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