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HomeMy WebLinkAboutExhibit 41CONTRACT BETWEEN THE CHILDREN'S TRUST AND City of Miami FOR New and Expanded Prevention Services for Children Birth to Five This contract, dated August 9, but made effective as of 1" 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 3500 Pan American Drive Miami, Florida 33133 (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. 06-01195, adopted by the City Commission on July 13, 2006 recognizes the request from the Mayor's Office to continue to provide enhanced services for the 2151 Century Community Learning Center Miami Learning Zone at Holmes Elementary School and authorizes the City Manager to accept a grant in the amount of $242,082,00 from The Trust to fund this New and Expanded Prevention.Services for Children Birth to Five project and to execute the necessary documents to implement the acceptance of the grant award; and WHEREAS, the Provider through its Office of the Mayor provides and/or develops or agrees to require the third -party not -for -profit organizations listed on Attachment A hereto to provide and/or to develop services of value to The Trust and to children and families of Miami -Dade County and within the City as more specifically set forth in this Contract, and has demonstrated an ability to provide these services or to require these services to be provided through other not -for - profit organizations as indicated in Attachment A hereto and made a part hereof by this reference; and WHEREAS, The Trust desires that Provider provide those services and/or require those services to be provided through other not -for -profit organizations and the Provider desires to provide such services and/or require such services to be provided through other not -for -profit organizations; and WHEREAS, The Trust has appropriated funds for the proposed services, NOW, Therefore, in consideration of the mutual covenants recorded herein, the parties hereto agree as follows: I. Scope of services The Provider agrees to render services and/or to require such services to be rendered through other not -for -profit organizations -in accordance with the scope of services and evaluation measures incorporated and attached hereto as Attachments A. The Provider will implement and/or requi re itosbe i psementbed ein d through other not -for -profit organizations scope Attachment A in a manner deemed satisfactory la services shalellyto The not be effectivet��vith ut modification or amendment to the scope ofse 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 meore rnditions s and proddedconioforundernder the Request for Proposal conflict this contract and/or its attachments, the language of this contract and/or its attachments shall control. B. Provider obligation to provide and/or to require to be provided services proposed Provider agrees to provide and/or ino P�ovider'squire oresponseprovided to the Request tfo� program and services describedproposed Proposal, If there is a conflict between the program and services pro p and the program and services thisdcontbacdin this t and/or itso attact achmenta sorshall its attachments, the language of control, C. Administrative and quality assurance functions The Trust may transfer a variety of administrative and quality assurance functions to a quality improvement agency communicated theperiod riothisy Contract. The transition schedule and procedures will b rior to the implementation of a writing to Provider at least thirty (30) days P quality improvement agency. ITI. Effective terra A. Initial Contract Period Both parties agree that the initial effc:.tive term of this contract shall be from April 1, 2006 to July 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 he 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 $242,082.00. 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 rrr� r fr �f11-1QZ c-xtCfl ton provisions in th agi cement. Funding terms and conditions A. Cost Reimbursement The parties agree that t.his 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 6, 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 agreen-lent. Provider attests to The Trust that no other remb saumthorized bynt is lTbhle or e Trust. used for invoiced units of servicesexpressly B. Administrative costs In no event shall The Trust fund indirect administrative costs in excess of ten (10°ro) 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 requests,must be approved in writing by The Trust's CEO. 2. Advance payment invoice Within sixty (60) calendar days of receipt of an advance, Providers shall submit an "advance invoice" providing disclosure of actual expenditures paid by or charged to the advanced funds. This invoice must conform to the raymer,t requirements outlined in Section XVIII, Payment Procedures, of this contract. The "advance invoice" amount shall not exceed the advance payment amount. If the "advance invoice" amount is less than the advance amount, The Trust will deduct the difference from the next applicable monthly payment request. 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 3n 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 1. Payment is limited to contracted services The Provider shall use funds and shall require such not -for -profit organization(s) to use funds provided under this Contract solely for the provision of services described in Attachment A. The Provider shall not use funds provided under this Contract to support other programs or services provided by F rovider under a different contract. Provider shall require all neat -tor -profit organizations providing services as inc,- aced in Attachment A not to use funds provided under this Coral -act ti upport other programs or services provided to such not -for -profit . ations under a it contract. lveithl=r : "-:II '-'-- - •_..,.ii not -tor - prof''} ci i agar, .- - •- ,, i it'_ r Inds ^rn-id ,,, r-(tract 1-r, oe'ri) ccnl :,ct ur dniieriuitient without the express written .±rrnission of The Trust. Services funded under this Contract shall only be in addition to services already provided without assistance under this Contract. Both Provider and the Trust, as applicable, shall have the right to require any such not -for -profit organization to repay any payment made in error by the Trust or by Provider based upon information frorn such not -for -profit organization. Such right to repayment(s) shall survive the termination of this Contract and/or the applicable agreement with any not -for -profit organization providing services as indicated in Attachment A. 2. No supplanting of existing public funds The Trust funding may not be used by local or state government agencies to replace funding previously provided by those local and state funding sources for the same program purpose, Such government agencies must certify that they have maintained their previous funding level when applying for additional funding from The Trust. Violation of this section shall be considered a breach of this Contr act. 3. Double payments Provider costs or earnings claimed under this Contract may not also be claimed under another contract or grant from The Trust or any other agency. Any claim for double payment by Provider or such not - for -profit organization shall be considered a breach of this Contract, Provider shall have the right to require any such not -for -profit organization to repay any double payment made in error based upon information from such not -for -profit organization. Such right to repayment(s) shall survive the termination of this Contract and/or the applicable agreement with any not -for -profit organization providing services as indicated in Attachment A. 4. Use of cost allocation methodology Provider attests to The Trust and shall require such not -for -profit organizations to attest to the Trust that no other reimbursement is available or used for invoiced services unless expressly authorized by The Trust. Provider shall keep and shall require such not -for -profit organizations to keep accurate and complete records of any fees collected, reimbursement, or compensation of any kind received from any client or other third party, for any service covered by this Agreement, and shall make ail such records available to The Trust upon request. PROVIDER shall report to the Trust and shatl require ciirh not -for -profit organizations to report to Provider such fees, The Trut for t Cl{'-1bU{Sc•nlerii, co i1pC`r sc `C,(�c�UCtl`d froI�oPi�OV1DEh ,s invoicesto payments received which �'ei1l be d the Trust and/or from sacra not-foor- profit organization invoices to Provider, as applicah'e:. 5. Religious purposes The Trust funds shall not be used for purposes of religious proselytizing. 6. Lobbying The Provider shall not use and shaleutndert such th 5 rContracPr for organizations rot use any fundsprovided lobbying federal, state or local legislators. Violations of this section shall be considered a breach of this Contract and/or such not -for -profit organization agreement, as applicable. 7. Adverse action or proceeding The Provider shall not utilize and na$all�ided under this eh Canotractoolr t organizations not Co utilize the fu prany al counsel foraction or any other The Trust funds to retain any legal yor , oany of icable proceeding against The Trust and/or Provider, as app their respective agents, employees or officials. The Provider shall not utilize and shall require alsusuch Contract fit or angyanizations other The not to t utilize the funds provided under funds to provide legal representation, advice or counsel to any person in any action or proceeding against agents, eTrust mpiayees or officialsr., as respective applicable, or any of their 8. Capital equipment To define capital equipment, the loridra Trust Statutes5 ChaptderinZ74� as of "property" as outlined by the individual items with a value of 000 or Ca talgequtprne eer quipmentpurchasedlife expectancy of more than one year.p providing services the Provider and/or such not -for -profit organizations p 9 indicated in Attachment A using The Trust funds sare c ns asseted s fo he e Trust, are intended for The Trust funded programs, owned by The Trust and m ust bwe tagged wogk with the time Proof vurchase ider and such not as an asset of The Trust. The Trust for -profit organizations to tag theov dermust maintain Prand to receive lll and information regarding the equipment. Th such not -for -profit organizations to maintain bya recoThe rduof, the Wc pthe ital equipment purchased with funds pr 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 Prov;deartmust uir initiate suchd/ arrequire such pital equipmentot- to for -profit organizations to {equipment will be the contract heemanager. e rr and rship of removed fromltal The Tr p is fixed asset transferred to th system provided that the capital equipment is fully depreciated and ;n the possession of the Provider. VI. Representations and acknowledgment A. Appropriate staff Provider represents and shall require such not -for -profit organizations providing services as indicated on Attachment A to represent that all persons delivering the services required by this Contract have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the scope of services (Attachment A) and to provide and perform such services to The Trust's satisfaction. Provider further represents and shall require such not -for -profit organizations providing services as indicated on Attachment A to represent further that all persons delivering services required by this Contract have complied with all state and federal requirements, including but not limited to background screening requirements. Provider certifies and shall require such not -for -profit organizations providing services as indicated on Attachment A to certify that all such individuals are qualified and approved for providing services herein. B. Best practices Provider shall perform its and shall require such not -for -profit organizations providing services as indicated on Attachment A to perform their respective duties, obligations, and services under this Contract in a skillful and respectful manner, The quality of Provider's performance and all interim and final product(s) provided to or on behalf of The Trust shall be comparable to local, state and national best practice stadcomparable local, rds. Provider shall calrequire statesuch and not -for -profit organizations to provide equivalent 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 -for profict organizations providing services as indicated in Attachment A to acknowledge that The Trust expects all Providers and such not -for profit organizations to meet the federal standards under the Americans With Disabilities Act. By policy of The Trust, providers must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. 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 guarantee of execution of this Contract by The Trust and should not be relied upon as a basis for doing business, delivering eli eringpt of p service,eeexpending financial resources or having an expectation Provider acknc.viedoes that its performance under Contract (lnciuded, but not limited to, rlr,dings of monitoring reports, responsiveness to corrective action plans, tinif_iy receipt of required and requested informobon, and overall satisfactory performance) s;ha!I be taken into consideration by The Trust v;'hen evaluating any future funding requests by Provider. VII. Indemnification by Provider A. Provider is subject to Florida Statute Sec. 768.28 as a Government Provider Subject to the limitations and sovereign immunity provisions of Florida Statute Sec. 768.28, each party shall indemnify and hold harmless the other party and its officers,. employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out •of, relating to or resulting from the performance of this Contract by the Provider or its employees, agents, servants, partners, principals or subcontractors. Subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec, 768,28, each party shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of The Trust or Provider, as applicable and where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. El. 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 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 1 _ and agents intended by this ,end their respective officers, e +�l�lo}ees, Contract. C. The provisions of this section on indemnification shall survive the expiration or termination of this Contract, VIII. Ownership and indemnification of intellectual Public property Law right subject to Florida Statutes, Chaper t28 I19 and Florida Statutes Section 768 A, Ownership of intellectual property rights The parties understand that this act is subject F#or5da Statutes, regarding the tPiobnlsc limitations and exceptions of Chapter119, ted by Chapter 119, Florida records. AccoTrustrdglretai sto tsolehe eenownership oft tintellectual property developed Statutes, The under this Contract. Any data, reports, drawings, documents information provs ided dndeby the this Provider to The Trust during the performance Agreement and any reports, drawings or other writings based entirely on the Trust's disclosures and created as paort leof theservicesof proviTheT udt ated uadl er timesthis Agreement shall be and remain the property tPe Notwithstanding foregoing, the fore oin , The Trust may access, use, assemble and an cal es disseminate such data for repoin9ompcompliance thed extent permitted by provided that Provider otherwise Chapter 119, Florida Statutes, with the confidentiality obligations below, B. Licensing of intellectual property rights all required licensing fees, if any, It is the responsibility of the Provider atho �ayr parties is incorporated into the if intellectual property owned by products required under this Contract. Such licensing should berovideinthe exclusive Warne of The Trust only lilf i�eruses Howeverany sho�s dpProv�der make by Trust to pay for such required censes payment for any such licensing fees or costs aVided by theising from hTrust undere use of hth s intellectual property rights from funds no pr Contract, then licensing shall be in the exclusive name of Provider. C. Indemnification subject to Florida Statutes Section 768.28 object to the limit tions and sovereign immunity provisions of Honda Statute Sec, 768.28, each party shall InderrIn;fy and hold harmless the other party and its officers, employees, agents and instrumentalities from any and ail liability, losses or damages, including attorneys' fees and costs of defense, which its officers, employees, agents or instrumentaVities may incur as a result of liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Contract. Neither The Trust nor Provider, or its subcontractors may use any design, device, materials or works covered by letters, service mark, and trademark, patent, copyright or any other intellectual property right manufactured or used in the performance of this Contract. It is mutually agreed and understood without exception that such use is outside the scope and terms of this Contract and would be deemed a breach thereof. Subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec. 768.28, each party shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of The Trust or Provider, as applicable and where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. IX. Insurance A. Provider self -insured Provider shall provide to the Trust upon execution of this Contract Provider's letter of seif-insurance indicating coverages applicable to a Florida municipal corporation. The Provider shall be responsible for assuring that the self- insurance required in conjunction with this Section remains in force for the duration of the contractual period. B. Minimum insurance requirements for not -for -profit organizations: certificates of insurance The Provider require that all not -for -profit organizations providing services as indicated in Attachment A hereto shall furnish to the City of Miami, Department of Risk Management, 444S.W. 2"° Avenue, 9'h 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 property damage. The Trust must be designated and shown as an addltlonai insured with respect to this coverage; 3. Automobile liability insurance covering ail 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, Tile 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 Bests Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of The Trust's Risk Management Division, or 2. The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida" issued by the State of Florida Department of Insurance and are members of the Florida Guaranty Fund. D. Modifications and changes for not -for -profit organization coverages All insurance certificates from the not -for -profit organizations providing services as indicated in Attachment A will indicate no modification or change in insurance shall be made without thirty (30) days advance notice to the certificate holders, All certificates must be submitted to the City's Risk Management department , The City's Risk Management Administrator shall have the rights to review said certificates and to require updating of types and amounts of coverages provided by the not -for -profit organizations upon any renewal of this Contract, if any, and any corresponding renewal, if any, of any not -for -profit agreement with Provider. NOTE: THE CERTIFICATE HOLDER MUST READ: The City of Miami Department of Risk Management 444 S.W. 2"d Avenue, 9`" Floor Miami, Florida 33130 Compliance with the foregoing requirements shall not relieve the not -for - profit organization of liability and obligation under this section or under any other section of this Contract and/or the related agreement between such not -for -profit organization and Provider. F. Duration of not -for -profit organization insurance Each not -for -profit organization providing services as indicated in Attachment A shall he resiponsible for assuring that the insurance certificates required in c n}unction with this Section remain in force for the duration of the contractual period; including any and and/or allrenewal bytperiods Providerdin orac odrldance tional phases or work that may be granted to with this Contract and the re4a��d gce�t f certiment ficates scheduled taith such rep not -or -profit oroanization(s), if applicable. If insurance 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 ithst new sor renewed certificates which cover the contractual period, Theall 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 Paobdr9provided �y chfor profit organization and may request enate such related agreement(s) with such not-for-profit organization otion s) for cause and seek re - procurement damages from the not-for-profit Failure by not -for -profit organization(s) to provide certificates of insurance if a not -for -profit organization providing services as indicated in Attachment A hereto fails to furnish The Trust and the City with certificates or written verification required under •this section or as determined by The Trust's Risk Management Division and/or the City's Risk Management ent Admandinistrator he City after review of the scope of services (Attachment A), Thenot disburse any funds until both are provided with the de the ecessacyrtificaticat of of insurance or written verification. Failure to p roviinsurance or written verification upon execution of agreement(s) with the not - for -profit organization(s) may result in termination of all or any part 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. A. Programmatic conditions of award 1. Licensure Upon execution, if the Provided 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 Countyremain all in forcerenewafor pethe odsd grataon ndor of the contractual period, including any and to the Provider and/or the additional phases or work that may be granted not -for -profit organization, as applicable, in accordance with this Contract and/or the related not -for -profit organization agreement, if applicable. 2. Fire inspection certificate If Provider and/or the not -for -Profit organization, as applicable, is required by the State of Florida, Miami -Dade County or any municipality to have a service site Fire Inspection Certificate, Provider and/or the not -for -profit organization, as applicable, shall keep on file the most recent inspection certificate within ten (10) days of execution of this Contract and/or the related not -for -profit organization agreement, if applicable. 3. Health inspection certificate If Provider and/or the not -for -profit organization, as applicable, is required by the State of Florida, Miami -Dade County or any municipality to have a service site Health Inspection Certificate, Provider and/or the not -for -profit organization, as applicable, shall keep on file of the most recent inspection within ten (10) days of execution of this cContract and/or the related not - for -profit organization agreement, if app o 4. Employee background screening a, In accordance with Sections 984,01(2)(a), 985.01(2)(a), and 39.001, Florida Statutes, only employees, volunteers and subcontracted personnel with a satisfactory background check through a screening agency may work in direct contact with children under the age of eighteen. Background screenings must be completed through the Florida Department of of Law Enforcement (FDLE), VECHS Program, phone number: 850-410-8324. However, satisfactory background screening documentation will be accepted for those .agencies already conduct business with either the Department of Children hil dse notd Families (DCF) or the Department rocessf background'le tkce screDn�ng) (s for those that DCF or DJJ only agencies/projects that are directly funded by DCF or DJJ). In addition, an Affidavit of Good Moral Character must be completed and notarized for each employe:, volunteer and subcontracted personnel upon hirino. b. Provider shall provide. The Trust with a copy of its police regarding employee background screening within ten (10) days of execution c•f this Contract and/or the related not -for -profit agreement, c. Provider shall retain all records demonstrating compliance with the background screening required herein for not less than three years beyond the last date that all applicable terms of this Contract and/or the related not -for -profit agreement have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. S. 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 (twc years) I.R.S. form 990 within six (6) months after the Provider's fiscal year end or other appropriate annual fiscal filing; c. IRS 941 - quarterly federal tax return reports within thirty-five (35) calendar days after the quarter ends and if the 941 reflects a tax liability, proof of payment must be submitted within sixty (60) calendar days after the quarter ends, 6. Proof of policies The Provider shall keep 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 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- protkt organization providing services as indicated en Attachment A to abide by Chapter 11A of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing and public. accommodations; Title VII of the Civil Rights P.ct of 1968, as amended, which prohibits discrimination in employment and public accommodation; the Age Discrimination Act of 1975, 42 U.S.C. Section 2000d, as amended, which prohibits discrimination in employment because of age; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which prohibits discrimination on the basis of disability; and the Americans with Disabilities Act, 42 U.S.C. 5 12103 et seq., which prohibits discrimination in employment and public accommodations because of disability. It is expressly understood that upon receiptthe to terminence ate f discrimionattiion under any of these laws, The Trust shall haveright 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 courtsto suchno be in violation of h se _laws, a s, the Trust will conduct no further business with 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 groundsalbe l pr for voiding or terminating all or any portion of this Contract and y 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 calendar work weeks to provide his loca�mawtl maylebee groundsleave o its for voiding eor Failure to comply with terminating all or any por-tiCfl c>f this Contract and all or any portion of any ri.2iated not -for -profit organization a.rgi eement. 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 Attachmen3At A o to01a e thatgit is in compliance with the Florida Clean Indoor Air Act, s Florida Statutes, which prohibits smdkrng 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 267.133, 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 tract result in cof related notor -for-pny portion of rofit agreement'sandrlrecovery'or of alll or any monies portion of any P 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 Weige Ordinance (§2-8, 9 of Miami -Dade County Code) if it has contracted with The Trust for a sum of $100,000 or more to provide food preparation/distribution, security services, routine maintenance (custodial, cleaning, refuse removal, repair, refinishing, land parkingig), servlc service, pral intr ing services non - supervisory clerical work, P services or landscaping/lawn services. G. Conflict of interest The Provider represents and shall require each not -for -profit organization providing services as indicated on Attachment A to represent that the execution of this Contract and any relatednot-for-profit of Interest hood n agreement, as applicable, does not violate The Trust on State of i- IG[ ida CObr' of Ethics, 11 1 •?.3? i, Florida Statutes), as amended,'� which dre incorporated herein by reference as if fully set forth herein. r `.idea agrees and shaii require each not-for-profit torganization r anby a anon governed Provider to services as indicated on I�ttacl�menk A to a? these conflict of interest laws throughout the course of this Contract and by th.. agreement(s) and in connection with any related not -(or -profit organisation ag its obligations hereunder. XII. Child abuse and incident reporting A. Child abuse reporting Provider shall immediately report and shall require each not -for -profit ately reorg anization providing services as indicatecon Attachment neglect, or abandonment report knowledge or reasonable suspicion ofabuse, of a child, aged person, or disabled adult to the Florida Abuses online an the statewide toll -free telephoneby er$gbi 9� Ag upon both the Provider Chapters 39 and 415, Florid and its employees and upon each not -for -profit organization and its employees. B. Incident reporting 1. injury organization Provider shall complete and shall require each not-for-profitcomplete rg incident providing services as indicated y see o s bodily Attachment in injury to anyo e within the scope report in the event of Y of this Contract and/or of this Contract or arising out of the performance anyrelated not -for -profit agreement. Thae Provider tshall provide ro ideepo t to written of notification of the incident together ing with The Provider shall provide The Trust within three (3) days, if any legal action written notification to The Trust, within seven n)ot-for profit organization is filed as a result of such an injury. providing any written notification here nderProv todethe Trust shall also provide written notification at the same time 2. $exual harassment The Provider shall complete and shall require each not -for -profit organization providing services as indicated an Attachment s arAi tao complegation te g applicable, f an incident report in the event a client ore p ult by, as sexual harassment, sexual misconduct er has knowiedgeathereof and/or anot- a provider employee and the P organization has not - for -profit organization employee and such not-for-profitg far-p g provide written notification to The knowledge thereof Provider shall The Trust within three (3) working days if such an allegation is within made. ( e Provider shall provide written tnootif'+iSation filed as aheesu result such an alleged ) working days, if any leg 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 Prov' ler. 3. Civil rights violation Provider shall provide written notification to The Trust within three (3) ,,working days if any complaint or litigation is filed against the Provider or any of its employees alleging a violation of any of the laws listed in Article XI of this Contract. Each not -for -profit organization providing any written notification hereunder to the Trust shall also provide written notification at the same time to the Provider. XIII. Notices It is understood and agreed that all notices pursuant to this Contract shall be in writing and sent by certified mail to the addresses for each Party appearing on page one of the Contract. It is the Provider's responsibility to advise The Trust in writing of any changes in name, address and/or telephone number. XVI. Autonomy Both parties agree that this Contract recognizes the autonomy of and stipulates or implies no affiliation bet veep the contracting parties. It is expressly understood and intended that (1) the Provider is only a recipient of funding support and is not an agent or instrumentality of The Trust, and that the Provider's agents and employees are not agents or employees of The Trust; and (2) that the Trust is only a provider of funding and is not an agent or instrumentality of Provider, and that The Trust's agents and employees are not agents and employees of Provider. XVII. Breach of contract and remedies 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 indicated in Attachment A to furnish the certificates of insurance required by this Contract or as determined by The Trust; noes not meet or satisfy or require to be met or satisfied the conditions of av and•requireo by this Contract; 6. Fails to submit or submits rncerrcct or incomplete proof of expenditures to support disnurscment 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 Hand providing correct igandrvices comp�etes n proofsld of in Attachment A to submit related 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 con-.plete 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; t 14. Fails to maintain to .requf cienlre t files,lpursuant ptoflFlorida and organizations federaQ the maintain confidentiality 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 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, survey-, orawings, 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 bets^,iecn The Trust and ande ndPectlder. costs The sac ated erwithalisuch be responsible for all direct 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.mAt the sole n whole for scretionin of der The Trust, The Trust may also suspend any payments e} any other contracts entered intobetween atlwdrre the andust indlreatthe costs associated er. The withProvider shall be responsible 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 fora court of all direct ap drenpdr�iate rectj costicalon. The ssoci associated Provider shall be responsible 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 unthder state Contracarfederal and shal4avv. Any such not affect or rend�rdlvoil dl or n shall be an addition to 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 tom'oate this terminate Contract on Conbeactlf on The behaifusof the t. The City Manager is authorized 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 b s virtue o f any b rreach of the he contract. The Trust may withhold any pay 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 yfemed essadue va lableProvider orsequdetermined, to compensapterfor any .rr� nl,rsue any r ri:images sustained b)' th ' breach. Cach}ty shall tl�b r rsponsactio,e i for all ng of Its o,'t�n direct and ir,d rc�ct ci_,sts associated ar attorney's fees. XVIII, Termination by either party Both parties agree that this Contract may be terminated by either party 9 hereto by written notice to the other party of such intent to terminate at Least thirty (30) calendar days prior to the effective cctvondbehalf of Theate of such eTruls[ tThe n. The CEO is authorized to terminate this Contract City Manager is authorized to terminate this Contract on behalf of Provider. XIX: Termination due to lack of funds The Trust may terminate this Contract hthin hisfive (5) Contract usiness days if The Trust fails to receive funds through d. XX. Payment procedures The Trust agrees to • pay the Provider for services rendered under this Contract outlined in Attachment A. Trustsynent Fu dedallP�og Programs e made in WWW accordPa9e anite with forms found on Theo rams asp) and, if applicable, the Florida (http;//thechitdrenstrust,orgip 9 Prompt Payment Act. A. Requests for payment The Trust agrees to pay for expenditures in accordance with the terms outlined in, funding terms and cod1Ondoriginal gtorinvoice before)n thethe fifteenth format prescribed by The Trust, plus twocopies iseon (15) day of the, month following the month in which The expenditures Trust weesre incurred (exclusive of legal holidays or weekends). reimburse Provider on a monthly billing basis. B. Processing the request for payment t In order to be deemed proper as defred by the setoridt forth iompis Conrt act and ent Act, all invoices must comply with the requirements must be submitted on the forms as prescribed by ionsThe Trust. may be cause forsde ady on r documentation returned to Provider for in delay in receipt of receipt of payment. Late submission may result 3D alendar days of payment. The Trust shall pay Provider within thirty (30) receipt of Provider's properly submitted invoice and/or other required documentation. C. FirEa, 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 notentitled, dod�Provider shall return such funds to The Trust or submit appropriate documentation 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 disco sers id that an overpayment has been made, the Provider shall repay 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 less than (5 ) years and shall require each not -for -profit organization providing services as indicated on Attachment A to keep accounting records which conform to generally accepted accounting • principles. 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 ail 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 nalhl applh icable recordsfor not of thiss than Contraclve (5) t years beyond the last date thatContract havee 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 auditfof or eachllits corporayear te activitiesg whiand any accompanying management letter(5), 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 issued by America he Comptand roller ards contained in the Government Auditing General of the United States, The fiscal audit must also be conducted consistent with the United States Office of Management and Budget Circular A- 133, Audit of `states, Local Government. and Non-Prcfit Ornanizations and e FIuricia Single Audit Act:, Florida Statutes 215.97, as applicable. For ;edits conducted under the Office. of Management and Budget Circular A- ir 33, 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 prepa cunt act by the hln indthepenedent thatdit or discloses audit findings relating to this 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 f the sury findingsule of relatingr�o awards r audit rthatsThe did not report on the statusany audit 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, Forms it blewill bn English, Spanish, and Creole, shall be used for this purpose. given to The Trust, with a copy flied in the participants 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 oh Attachment A to agree to ensure that each participant's contact information is current and updated upon exiting the program. :). a progrartlrnatic Data reporting Provider agrees and shell i eOLl re 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, revi&,vs 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 ail 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 cr 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 on privacy and confidentiality. hi. Internal documentation Provider agrees and shall require each not -fur -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. Q. 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 1VE of the Social Security Act, Temporary Assistance for Needy Families (TANF) Block Grant, etc. XXI. 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 through no fault of the receiving party, (c ) is rightfully received by the referendum to improve the lives 'ot c_,l-hildren and families in Miami -Dade County. Spanish: El City of Miami, Office of the Mayor esta financiado por El Fidecomiso de los Ninos (The Children's Trust). El Fidecomiso de los Ninos es una fuente do financlacion, creada por los votantes en referendum pare rnejorar las vides de los ninos y las families en Miami -Dade. Kreyo!: City of Miami, Office of the Mayor finanse pa "The Children's Trust". Trust la, ce you sous lajan ke gouvenman amerikin vote an referandom you ke' li investi bien nan pwogram kap ameliore la Vi Ti Moun ak fanmi yo nan Miami Dade. XXIV. Miscellaneous A. Modifications and change orders Any alterations, variations, modifications, extensions or waivers of provisions of this 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. D. Headings, use of singular and gender Paragraph headings are for convenience only and are not intended to expand receiving party from a third part,- 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 v,vi- tten approval. The confidentiality provision of this Contract shall remain in foil for�.e. and Effect after the termination of this Contract. XXII. 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 aoreement(s), This includes, but is not limited to, approving and tracking ail 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. XXIII. 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 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 een 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: The City of Miami, Office of the Mayor is funded by The Children's Trust. The Trust is a dedicated source of revenue established by voter or restrict the scope or substance of the provisions of this Contract. \Vherever used herE:in, 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 cantractlseverability of provisions This Contract with its recitals on the first page of the Contract and with its attachments as referenced below contain ail 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. 1f 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 601-193 The f.-)arties have caused this Conti.act,including Attachments A, B., C, and D to be executed by their respective and du!y authorized officers as of the day and year first above wrin:en, City of Miami, a Florida municipal corporation By: Pedro G. Hernandez, Cy Manager Date:, Attest: By• .T A.Thdrnpson, City Clerk Date: Approved By iorgt D aLel nee. z, City Attorney. By." The Children's Trust MIAMI-DADE COUNTY, FLORIDA B : Date: Date: dent/CEO Modesto E. Clerk of The Board and Correctness..Approved as to Form and Correctness: /_... By: 7 • 4;22•/,,c_ — v ---S,.. Assistant County Attorney z./ Date: ..-c-ezLi," -_/:2,7_,7a:•-•5.: Approved as to Insurance Requirements', By: //) ..-)-----, ). ) .4..- LeeAnn Brehm, Risk Management Administrator Date: 51:-/.,-:1 Y1/4 1:. This contract is not valid until it has been signed by both parties.