Loading...
HomeMy WebLinkAboutAgreementAGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI FOR A MEMORANDUM OF AGREEMENT SERVICES CONTRACT PC07-08-MOA THIS AGREEMENT, entered this _ day of , 200 , by and between Miami - Dade County (herein called the "County") and The City of Miami, (hereinafter referred to as the "Provider") under this Agreement. WHEREAS, the Home Rule Charter authorizes Miami -Dade County to provide for the uniform health and welfare of the residents throughout the County and further provides that all functions not otherwise specifically assigned to others under the Charter shall be performed under the supervision of the County Manager; and WHEREAS, the Provider provides or will develop services of value to the County, and has demonstrated an ability to provide these services; and WHEREAS, the County is desirous of obtaining such services from the Provider and the Provider is desirous of providing such services; and WHEREAS, the County has appropriated funds to the Provider for the proposed services; NOW, Therefore, in consideration of the mutual covenants recorded herein, the parties hereto agree as follows: I. STATEMENT OF WORK: A. Activities The Provider shall carry out the activities specified in Attachment A, "Scope of Services." B. Time Schedule 1. The County and the Provider agree that this Agreement shall become effective on June 1 2008. 2. This Agreement shall expire September 30, 2008, . Any cost incurred by the Provider beyond this date will not be paid by the County, except as specifically provided herein. C. Budget The County agrees, subject to the availability of funds and payment of funds to the County by the, to pay for contracted activities according to the terms and conditions contained within this Agreement, incorporated herein as Attachment B, the Budget, in an amount not to exceed $113,333. The Provider shall return to the County, upon the expiration or termination of this Agreement, any funds on hand, any accounts receivable attributable to these funds, and any overpayment due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Provider by the County. • GRANT NUMBER: PC-MOA City of Miami. — MOAprogram/ Page 2 of 20 II. RECORDS AND REPORTS A. Financial Management 1. The County and the Provider shall adhere to the requirements for financial reporting as stated in 24 CFR Part 85.41. 2. Requests for payments, along with documentation for each line item, i.e. invoice for services/housing, payroll reports, shall be submitted to the County by the fifteenth (15th) of the month and shall be signed by the Executive Director and the Financial Officer of the Provider, in the form incorporated herein as Attachments C and C-1. 3. Reimbursement shall be provided only for costs associated with the services detailed in the budget, plus general administrative costs as outlined in the Budget. 4. Any reimbursement may be withheld pending the receipt and approval by the County of all reports and documents required herein, including but not limited to the submission of the Annual Progress Report. 5. In no event shall the County's funds be advanced to any subcontractor hereunder. 6. The parties agree that the Provider may request the revision of the schedule of payments or the line item budget subject to the written approval of the County/ 7 A final request for reimbursement from the Provider will be accepted by the County up to thirty (30) days after the expiration of this Agreement. If the Provider fails to comply, all rights to payments will be forfeited if the County so chooses. 8. Within thirty (30) days of the termination or expiration of this Agreement, a final report of expenditures shall be submitted to the County. If after the receipt of such final report, the County determines that the Provider has been paid funds not in compliance with the Agreement, and to which it is not entitled, the Provider will be required to return such funds to the County or submit documentation demonstrating that the expenditure was in compliance with this Agreement. The County shall have the sole and absolute discretion to determine if the Provider is entitled to such funds and the County's decision in this matter shall be final and binding. B. Records and Access to Records 1. Agreement Records are defined as any and all books, records, client files (including client progress reports, referral forms, etc.), documents, information, data, papers, letters, materials, electronic storage data and media whether written, printed electronic or electrical,' however collected or preserved which is or was produced, developed, maintained, completed, received, or compiled by or at the direction of the Provider or any subcontractor directly or indirectly related to the duties and obligations required by terms of this contract, including but not limited to financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 3 of 20 2. The Provider must maintain Agreement Records that document all actions to comply with this Agreement, including those on race, ethnicity, gender, and disability status data; and those in accordance with generally accepted accounting principles, procedures, and practices as required in Circular OMB-122 which shall sufficiently and properly reflect all revenues and xpenditures of funds provided directly or indirectly by the County pursuant to the terms of this Agreement which shall include but not be limited to a cash receipt journal, cash disbursement journal, general ledger, and all such subsidiary ledgers as may be reasonably necessary. 3. The Provider shall provide to the County, upon request by the County, all Agreement Records. The requested Agreement Records shall become the property of the County without restriction, reservation, or limitation of their use and shall be made available by the Provider at any time upon request by the County. The County shall have unlimited rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These unlimited rights include the rights of royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the work for public purposes. 4. The Provider shall ensure that the Agreement Records shall at all times be subject to and available for full access and review, inspection, or audit by County and Federal personnel and any other persons so authorized by the County. 5. The Provider shall include in all the County -approved subcontracts used to engage subcontractors to carry out any eligible substantive programmatic services, as such services are described in this Agreement and defined by the County, each of the record - keeping and audit requirements detailed in this Agreement. The County shall, in its sole and absolute discretion, determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement. These records shall be maintained as pursuant to this Agreement. 6. If the Provider received funds from or is under regulatory control of other governmental agencies, and those agencies issue monitoring reports, regulatory examinations, or other similar reports, then the Provider shall provide to the County a copy of each report and any follow-up communications and reports immediately upon such issuance unless such a disclosure is a violation of those agencies' rules. C. Reports The Provider shall submit to the County the reports described below or any other document in whatever form, manner, or frequency as may be requested by the County. These will be used for monitoring the provider's progress, performance, and compliance with applicable County and Federal requirements. 1. Progress Reports — Provider shall submit a HMIS generated, "Monthly Progress Report (MPR)," Attachment D. The reports shall explain the Provider's progress including comparisons of actual versus planned progress for the period: The reports are due by the 15th day of the following month, along with the request for reimbursement, following the close of the prior month. GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 4 of 20 2. Annual Progress Report - The Provider shall submit a HMIS generated Annual Progress Report using the United States Department of Housing and Urban Development (HUD) form HUD-40118, "Annual Progress Report (APR) for Competitive Homeless Assistance Programs" (Refer to Attachment G and G -1). The APR is due to the County 40 days after the end of each operating year. 3. Audit Reports - The Provider shall provide two (2) copies of an annual certified public accountant's opinion and related financial statements on the organization to the County no later than one -hundred and eighty (180) calendar days following the end of the Provider's fiscal year, .for each year during which this Agreement remains in force or until all funds earned from this Agreement have been so audited, whichever is later, provided that the Provider has such an opinion prepared. 4. Incident Reports — The Provider must report to Miami -Dade County Homeless Trust information related to any critical incidents occurring during the administration term of its programs: In addition to reporting this incident to the appropriate authorities the Provider must within twenty-four (24) hours of any incident, submit in writing a detailed account of the incident. This incident report should be addressed to the Contracts' Officer or Administrative Officer assigned. This incident report should be addressed to Miami -Dade County Homeless Trust, 1 1 1 NW First Street, 27th Floor, Suite 310, Miami, Florida 33128; telephone (305) 375-1490 and facsmilie (305) 375-2722. 5. Disaster Plan — The Provider shall submit an Agency Disaster Plan by April lst of each Contract year. D. Staff Responsibility The staff members for this grant are listed in the "Budget" document Attachment B. E. Special Conditions The Provider shall follow the client referral process as listed in the "Scope of Services," Attachment A. F. General Conditions The Provider shall abide and be governed by the requirements of the Americans with Disabilities Act (ADA). In addition, the Provider agrees to comply with the following requirements. 1. Insurance A. Government Entities — If the Provider is the State of Florida or an agency or political subdivision of the State as defined by Section 768.28, Florida Statutes, the Provider shall furnish the County, upon request, written verification of liability protection in accordance with Section 768.28, Florida Statutes. Nothing GRANT NUMBER: PC-MOA City of Miami. - MOA program/ Page 5 of 20 herein shall be construed to extend any party's liability beyond that provided in Section 768.28, Florida Statutes. B. Non -government Entities — shall maintain required liability insurance coverage as noted below at all times during this contract period. The Provider shall maintain required liability insurance coverage as noted below at all times during this contract period: Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit for bodily injury and property damage. The County must be shown as an additional insured with respect to this coverage, as evidenced by a certificate of insurance. Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in connection with this contract in an amount not less than $300,000 combined single limit for bodily injury and property damage. Workman's Compensation Insurance for all employees of the Provider as required by Fl. Statute 440. Flood Insurance shall be maintained as per the requirements in 24 CFR Part 583.330(a). The insurance coverage required shall include these classifications, listed in standard liability insurance manuals, which most nearly reflect the operations of the Provider. 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 qualifications: 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 County Risk Management Division. or Compliance with the foregoing requirements shall not relieve the Provider of its liability and obligations under this section or under any other section of this Agreement. No modification or waiver of any of the aforementioned insurance requirements shall be made without thirty (30) days written advance notice to the County, and is subject to the approval of the County's Risk Management Division. 2. Indemnification The Provider shall indemnify and hold harmless the County and its past, present, and future employees and agents from and against any and all -claims, liabilities, losses, and causes of action which may arise out of the actions or negligence, in whole or in part, of the Provider, its officers, agents, employees, or assignees in the direct or indirect fulfillment of this Agreement. The contractor shall pay all claims and losses of any J. GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 6 of 20 nature in connection therewith, and shall defend all suits, in the name of the County when applicable, and shall pay all costs and judgments which may issue thereon. It is expressly understood and intended that the Provider is an independent contractor and is not an agent of the County. The Provider shall disclose to the County in writing any possible or actual conflicts of interest or apparent improprieties of the kind addressed herein. The Provider shall make each disclosure in writing to the County immediately upon the Provider's discovery of such possible conflict. The County will then render an opinion which shall be binding 'on all parties. 3. Affidavits Complete and notarize, Miami -Dade County Required Affidavits Attachment J, Lobbyist Registration for Oral Presentation Attachment K and Florida Statutes, on Public Entity Crimes Attachment 0, acknowledging compliance with the following Miami -Dade County Affidavits: a. Disability Nondiscrimination Affidavit Attachment J, Section VII. b. Family Leave Plan Affidavit Attachment J, Section VI. c. Drug -free Workplace Affidavit — Ordinance No. 92-15 Attachment J, Section V. d. Miami -Dade County Disclosure Affidavit Attachment J, Section I. e. Miami -Dade County Employment Disclosure Affidavit Attachment J, Section II. f. All Providers are advised that in accordance with Section 2-11.1 (s) of the Code of Miami -Dade County, the Lobbyists Registration for Oral Presentation Affidavit, Attachment K, MUST be completed, notarized, and included with the Agreement. Lobbyist specifically includes the principal, as well as any agent, officer, or employee of a principal, regardless of whether such lobbying activities fall within the normal scope of employment of such agent, officer or employee. g. Miami -Dade County Criminal Record Affidavit Attachment J, Section IV. h. Delinquent and Currently Due Fees or Taxes - The Provider has duly executed the Affidavit regarding "Delinquent and Currently Due Fees or Taxes" as required by Section 2-8.1(c) of the County Code and that affidavit is attached hereto as Attachment J, Section VIII. The Provider understands that the County has relied on the aforementioned representation in entering this contract. i. Affirmative Action/Nondiscrimination of Employment, Promotion and Procurement Practices (County Ordinance 98-30) Attachment J, Section III. Project Fresh Start (Resolutions R-702-98 and 358-99) Attachment J, Section X. G. Civil Rights GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 7 of 20 The Provider agrees to abide by Chapter 11 A of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing and public accommodations. Where applicable the Provider agrees to abide and be governed by Title VI and VII, Civil Rights Act of 1964 (42 USC 2000 D&E) and Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which provides in part that there will be no discrimination of race, color, sex, religious background, ancestry or national origin in performance of this Agreement, in regard to persons served, or in regard to employees or applicants for employment or housing. It is expressly understood that upon receipt of evidence of such discrimination, the County shall have the right to terminate said Agreement. It is further understood that the Provider must submit an affidavit attesting that it is not in violation of the American with Disabilities Act, the Rehabilitation Act, the Federal Transit Act, 49 USC § 1612, and the Fair Housing Act, 42 USC § 3601 et seq. If the Provider or any. owner, subsidiary , or other firm affiliated with or related to the Provider, is found by the responsible enforcement agency, the Courts or the County to be in violation of these Acts, the County will conduct no further business with the Provider. Any contract entered into based upon a false affidavit shall be voidable by the County. If the Provider violates any of the Acts during the term of any Contract the Provider has with the County, such Contract shall be voidable by the County, even if the Provider was not in violation at the time it submitted its affidavit. The Provider agrees that it is in compliance with the Domestice Violence Leave, codified as § 11-A60 et. Seq. of the Miami -Dade County Code, which requires an employer, who in the regular course of business has fifty (50) or more employees working in Miami -Dade County for each working day during each of twenty (20) or more calendar work weeks to provide domestic violence leave to its employees. Failure to comply with this local law may be grounds for voiding or terminating this Contract or for commencement of debarment proceedings against the Provider. The Provider also agrees to abide and be governed by the Age Discrimination Act of 1975, as amended, which provides in part that there shall be no discrimination against persons in any area of employment because of age. The Provider agrees to abide and be goverened by Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC 794, which prohibits discrimination on the basis of handicap. The Provider agrees to abide and be governed by the requirements of the Americans with Disabilities Act (ADA). III. SUSPENSION AND TERMINATION A. Suspension The County may, for reasonable cause, temporarily suspend the Provider's operations and authority to obligate funds under this Agreement or withhold payments to the Provider pending necessary corrective action by the Provider or both. Reasonable cause shall be determined by the County and in its sole and absolute discretion and may include: 1. Ineffective or improper use of any funds provided hereunder by the Provider; GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 8 of 20 2. Failure by the Provider to materially comply with any terms, conditions, representations or warranties contained herein; 3. Failure by the Provider to submit any documents required by this Agreement; or 4. The Provider's submittal of incorrect or incomplete documents. . Termination 1. Termination at Will - This Agreement, in whole or in part, may be terminated by the County upon no less than fifteen (15) working days notice when the County determines that it would be in the best interest of the County and/or the recipient materially fails to comply with the terms and conditions of an award. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. The Provider will have five (5) days from the day the notice is delivered to state why it is not in the best interest of the County to terminate the Agreement. However, it is up to the discretion of the County to make the final determination as to what is in its best interest. 2. Termination for Convenience - The County or Provider may terminate this Agreement, in whole or part, when both parties agree that the continuation of the activities would not produce beneficial results commensurate with the further expenditure of funds. Both parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated. However, if the County determines in the case of partial termination that the reduced or modified portion of the grant will not accomplish the purposes for which the grant was made it may terminate the grant in its entirety. 3. Termination Because of a Lack of Funds - In the event funds to finance this Agreement become unavailable, the County may terminate this Agreement upon no less than twenty-four (24) hours notice in writing to the Provider. Said notice shall be sent by certified mail, return receipt requested, or in person with proof of delivery. The County shall be the final authority to determine whether or not funds are available. 4. Termination for Breach - The County may terminate this Agreement, in whole, or in part, when the County determines in its sole and absolute discretion that the Provider is not making sufficient progress in its performance of this Agreement as outlined in Attachment A, Scope of Services, or is not materially complying with any term or provision provided herein, including the following: 1) The Provider ineffectively or improperly uses the County funds allocated under this Contract; 2) the Provider does not furnish the Certificates of Insurance required by this contract or as determined by the County's Risk Management Division; 3) the Provider does not furnish proof of licensure/certification or proof of background screening required by this Contract; 4) the Provider fails to submit or submits incomplete or incorrect detailed reports of expenditures or final • expenditure reports; 5) the Provider does not submit or submits incomplete or GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 9 of 20 incorrect required reports; 6) the provider refuses to allow the County access to records or refuses to allow the County to monitor, evaluate and review the Provider's program; 7) the Provider discriminates under any of the laws outlined in Section II(G) of this Contract; 8) the Provider fails to provide Domestic Violence Leave to its employees pursuant to local law; 9) the Provider falsifies or violates the provisions of the Drug Free Workplace Affidavit; 10) the Provider attempts to meet its obligations under this contract through fraud, misrepresentation or material misstatement; 11) the Provider fails to correct deficiencies found during a monitoring, evaluation or review within the specified time; 12) the Provider fails to meet the terms and conditions of any obligation under any contract or otherwise or any repayment schedule to the County or any of its agencies or instrumentalities; 13) fails to meet any of the terms and conditions of the Miami -Dade County Affidavits; 14) the Provider fails to fulfill in a timely and proper manner any and all of its obligations, covenants, agreements and stipulations in this Contact. The Provider shall be given written notice of the claimed breach and 10 business days to cure same. Unless the Provider's breach is waived by the County in writing, or unless the Provider shall have failed after receiving written notice of the claimed breach by the County to take steps to cure the breach within 10 business days after receipt of the breach, the County may, by written notice to the Provider, terminate this Agreement upon no less than twenty-four (24) hours notice. Said notice shall be sent by certified mail, return receipt requested, or in person with proof of delivery. Waiver of breach of any provision of this Agreement shall not be construed to be a modification of the terms of this Agreement. The provisions contained herein do not limit the County's right to legal or equitable remedies or any other provision for termination under this contract. Such individual or entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees. Any individual or entity who attempts to meet its contractual obligations with the County through fraud, misrepresentation or material misstatement ma be disbarred from County contracting for up to five (5) years. IV. UNIFORM ADMINISTRATIVE REQUIREMENTS A. Accounting Standards, Cost Principles, and Regulations 1. The Provider shall comply with Federal accounting standards and cost principles according to OMB Circular A-122 and SHP Regulations (24 CFR 583.135). 2. The Provider shall comply with applicable provisions of applicable Federal, State, and County laws, regulations, and rules such as OMB Circular A-110, OMB Circular A- 21, and OMB Circular A-133 and with the Energy Policy and Conservation Act (Public Law 94-163) which requires mandatory standards and policies relating to energy efficiency. If any provision of this contract conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified to be consistent with the law or regulation or to be deleted if modification is impossible. However, the obligations under this contract, as modified, shall continue and all provisions of -this contract shall remain in full force and effect. GRANT NUMBER: PC-MOA City of Miami. - MOA program/ Page 10 of 20 3. If the amount payable to the Provider pursuant to the terms of this contract is in excess of $100,000, the Provider shall comply with all applicable standards, orders, or regulations issued pursuant to Section 306 of the Clean Air Act of 1970 ( 42 U.S.C. 1857 (h) ), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 CFR Part 15); Executive Order 11738; and Environmental Review Procedures and Regulations (24 CFR Part 58 and 24 CFR Part 583.230). B. Retention of Records 1. The Provider shall retain records pertinent to expenditures and all Agreement Records for a period of at least three (3) years (hereinafter referred to as "Retention Period.") For all non -County assisted activities the Retention Period shall begin upon the expiration or termination of this Agreement. 2. If the County or the Provider has received or been given notice of any kind indicating any threatened litigation, claim or audit arising out of the services provided pursuant to the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the County, fully, completely and finally resolved. The Provider shall allow the County or any persons authorized by the County full access to and the right to examine any of the Agreement Records during the required Retention Period. 4. The Provider shall notify the County in writing both during the pendency of this Agreement and after its expiration as part of the final close-out procedure, of the address where all the Agreement Records will be retained. 5. The Provider shall obtain the prior written approval of the County for the disposal of any Agreement Records before disposing of such Records within one year after expiration of the Retention Period. C. Additional Requirements The Provider must comply with the following additional requirements. 1. Client Rules and Regulations - The Provider shall submit a copy of the Client Rules and Regulations that apply to clients referred to the Provider pursuant to this Agreement; due within thirty (30) days following the execution of this Agreement. 2. Personnel Policies and Administrative Procedure Manuals - The Provider shall submit detailed documents describing the Provider's internal corporate or organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. The information shall be available to the County upon a request. 3. Monitoring - The Provider shall permit the County and any other persons authorized by the County to monitor, according to applicable regulations, all Agreement Records, GRANT NUMBER: PC-MOA City of Miami.— MOA program/ Page 11 of 20 facilities, goods and activities of the Provider which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Provider. The County shall monitor both fiscal and programmatic compliance with all terms and conditions of this Agreement to include a review of beneficiaries, supportive services, operating costs, program progress, documentation for required match, record keeping, compliance with circulars, administrative costs, technical assistance visits, and environmental review. The Provider shall permit the County to conduct site visits, client assessment surveys, and other techniques deemed reasonably necessary to fulfill the monitoring function. A report of the County's findings may be delivered to the Provider, and if so delivered, the Provider shall rectify all deficiencies cited within the period of time specified in the report. 4. Restrictions of Funds Use - The funds received under this Agreement (or any State or local government funds used to supplement this Agreement) may not be used to replace state or local funds previously used, or designated for use to assist homeless persons. 5. Related Parties - The Provider shall report to the County the name, purpose, and any other relevant information in connection with any transaction conducted between the Provider and a related party transaction. A related party includes, but is not limited to, a for -profit or nonprofit subsidiary or affiliate organization, and organization with overlapping boards of directors or any organization for which the Provider is responsible for appointing members. The Provider shall report this information to the County upon forming the relationship or if already formed, shall report it immediately. Any supplemental information shall be reported in the County required Agency Narrative and Progress Report which are addressed in II-C (1). 6. Required Meeting Attendance — From time to time, the Miami -Dade County Homeless Trust may schedule meetings and/or training sessions to assist the Provider in the performance of its contractual obligations or to inform the Provider of new and/or revised policies and procedures. Attendance at some of these meetings may be mandatory. The Provider shall receive notice no less than three (3) business days prior to any meeting or training session that requires mandatory participation. A record of attendance at meetings or training sessions where notice was given indicating the Provider's mandatory participation shall be kept, and the Provider's contractual compliance will be monitored. Failure to attend a meeting/training sesion for which a mandatory notice has been provided can result in material non-compliance of the contract/agreement, up to and including breach or default. Proof of notice shall consist of fax record, certified mail, and/or verbal communication with __the contract/agreement contact person or other program administrative staff. The Provider may select one or more employees from their agency, directly involved in the contracted program, as their representative at the meeting/training session; the participation of the Agreement contact person is preferred. The Provider may request to be excused from a mandatory meeting. That request must be received at least twenty-four (24) hours prior to the meeting date and time, and justification provided, including why the agency could not send any representative. The Miami -Dade County Homeless Trust shall determine whether or not the absence will be excused; the Provider shall not be excused from more than two (2) meetings/training sessions during each contract year. The Subrecipieint is encouraged to GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 12 of 20 attend all meetings of the Miami -Dade County Homeless Trust and/or its Committees, as information relevant to their program or services may be discussed. 7. Publicity and Advertisements - The Provider shall ensure that all publicity and advertisements prepared and released by the Provider, such as pamphlets and news releases already or indirectly related -to activities funded pursuant to this Agreement, and all events carried out to publicize the accomplishments of any activity funded pursuant to this Agreement, recognize the County as its funding source. The Provider shall ensure that all media representatives, when inquiring about the activities funded pursuant to this Agreement, are informed that the County is the funding source. 8. Procurement - The Provider shall make a positive effort to procure supplies, equipment, construction or services necessary or related to carrying out the terms of this Agreement from minority and women's businesses, and to provide these sources maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement. 9. Property This section applies to equipment with an acquisition cost of $750 or more per unit and all real property. a. Any real property under the Provider's control that was acquired/improved in whole or in part with funds from the Homeless Trust and any equipment purchased for $750 or more shall be disposed of, at the expiration or termination of this contract, in accordance with instruction from the Homeless Trust. Real Property is defined as land, including land improvements, structures, appurtenances thereto, including movable machinery and equipment. Equipment means tangible, nonexpendable, personal property having a useful life of more than one year and an acquisition cost of $750 or more per unit. b. All equipment with an acquisition cost of $750 or more per units and all real property purchased in whole or in part with funds from this and previous contracts with the Homeless Trust, or transferred to the Provider after being purchased in whole or in part with funds from the Homeless Trust shall be listed in the property records of the Provider and shall include a legal description, size, date of acquisition, value at time of purchase, owner's name if different from the Provider, information on the transfer or disposition of the property, and map indicating whether property is in parcels, lots or blocks and showing adjacent streets and roads. Notwithstanding documentation required for reimbursement purposes, a copy of the purchase receipt for any asset described above purchased with Homeless Trust funds must also be included in the Provider's monthly reimbursement package submitted to the Homeless Trust in the month in which the item was purchased along with the "Provider Asset Inventory" Attachment P. c. All equipment with an acquition cost of $750 or more per unit and all real property shall be inventoried annually by the Provider and an inventory report shall be submitted to the Homeless Trust. This report shall include the elements listed in the paragraph listed above. GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 13 of 20 10. Management Evaluation and Performance Review - The County may conduct a formal management evaluation and performance review of the Provider following the expiration of this Agreement. The management evaluation will reflect the Provider's compliance with generally accepted fiscal and organizational standards and practices. The performance review will reflect the quality of service provided and the value received using monitoring data such as progress reports, site visits, and client surveys. 11. Subcontracts and Assignments a. The Provider shall ensure that all subcontracts and assignments': (1) Identify the full, correct and legal name of the party; (2) Describe the activities to be performed; (3) Present a complete and accurate breakdown of its price component; (4) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement with any conditions of approval that the County deems necessary. This applies only to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service as set forth in this Agreement. The County shall in its sole and absolute discretion determine when services are eligible substantive programmatic services subject to the audit and record -keeping requirements described above, and; b. In accordance with Ordinance No. 97-104, all bidders and respondents on County contracts for purchase of supplies, materials or services, including professional services, which involve the expenditure of $100,000 or more and all bidders or respondents on County or Public Health Trust construction contracts which involve the expenditure of $100,000 or more shall include, as part of their bid or proposal submission, a listing of Provider's Disclosure of Subcontractors and Suppliers Attachment L which identifies all first tier subcontractors who will perform any part of the contract work and describes the portion of the work such subcontractor will perform, and all contract work direct to the bidder or respondent and describes the materials to be so supplied. Failure to include such listing with the bid or proposal shall render the bid or proposal non -responsive. Ordinance 97-104 applies to all contracts whether competitively bid by the County or not. Those contracts that have received authorization by the Board of County Commissioners to waive formal bidding procedures must also provide a listing of all first tier subcontractors and direct suppliers. Subcontractor/Supplier Listing, SUB Form 100 Attachment M may be utilized to provide the information required by this paragraph. A bidder or respondent who is awarded the contract shall not change or substitute first tier subcontractors or direct suppliers or the portions of the contract work to be performed or materials to be supplied from those identified in the listing submitted with the bid or proposal except upon written approval of the County. GRANT NUMBER: PC-MOA City of Miami. =- MOA program/ Page 14 of 20 c. The Provider shall incorporate in all consultant subcontracts this additiona provision: The Provider is not responsible for any insurance or other fringe benefits for the consultant or its employees, e.g., social security, income tax withholdings, retirement or leave benefits. The Consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself or herself and employees retained by the Consultant in carrying out the Scope of Services provided in this subcontract. d. The Provider shall be responsible for monitoring the contractual performance of all subcontracts. e. The Provider shall receive written documentation prior to entering into any subcontract which contemplates performance of substantive programmatic activities, as such is determined as provided herein. The County's approval shall be obtained prior to the release of any funds to the subcontractor. f. The Provider shall receive written approval from the County prior to either assigning or transferring any obligations or responsibility set forth in this Agreement or the right to receive benefits or payments resulting from this Agreement. g. Approval by the County of any subcontract or assignment shall not under any circumstances be deemed to provide for the incurring of any obligation by the County in excess of the total dollar amount agreed upon in this Agreement. 12. The County's Consultant - The County understands that in order to facilitate the implementation of this Agreement, the County may from time to time designate a development consultant to work with the Provider. The County's consultant shall be considered the County's designee with respect to all portions of this Agreement with the exception of those provisions relating to payment of the Provider for services rendered. The County shall provide written notification to the Provider of the name, address, and employees of the County's consultant. 13. Participation in Homeless Management Information System - The Provider agrees to participate in the Homeless Managementlnformation System (HMIS) selected and established by the County. Participation will include, but is not limited to, input of client data upon intake, daily updates of bed availability information, as well as updates of client files upon client contact, and maintaining current data for statistical purposes. The Provider understands that they are responsible for any ongoing cost to access the HMIS system. 14. Miami -Dade County Inspector General Review —According to Section 2-1076 of the Code of Miami -Dade County, as amended by Ordinance No. 99-63, Miami -Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts, except as otherwise provided below. The cost of the audit of any Contract issued as a result of this RFP shall be one -quarter (1/4) of one (1) percent of the total contract amount which cost shall he included in the total proposed amount. The audit cost will be deducted by GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 15 of 20 the County from progress payments to the selected Proposer. The audit cost shall also be included in all change orders and all contract renewals and extensions. Exception: The above application of one quarter (1/4) of one percent fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b) contracts for Iegal services; (c) contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (f) concessions and other rental agreements; (g) insurance contracts; (h) revenue -generating contracts; (I) contracts where an IPSIG is assigned at the time the contract is approved by the Commission; (j) professional service agreements under $1,000; (k) management agreements; (1) small purchase orders as defined in Miami -Dade County Administrative Order 3-2; (m) federal, state and local government -funded grants; and (n) interlocal agreements. Notwithstanding the foregoing, the Miami -Dade County Board of County Commissioners may authorize the inclusion of the fee assessment of one quarter (1/4) of one percent in any exempted contract at the time of award Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all County contracts including, but not limited to, those contracts specifically exempted above. 15. INDEPENDENT PRIVATE SECTOR INSPECTOR GENERAL REVIEW Pursuant to Miami -Dade County Administrative Order 3-20 and in connection with any award issued as a result of this RFP, the County has the right to retain the services of an Independent Private Sector Inspector General ("IPSIG"), whenever the County deems it appropriate to do so. Upon written notice from the County, the selected Proposer shall make available, to the IPSIG retained by the County, all requested records and documentation pertaining to this RFP or any subsequent award, for inspection and copying. The County will be responsible for the payment of these IPSIG services, and under no circumstance shall the Proposer's cost/price for this RFP be inclusive of any charges relating to these IPSIG services. The terms of this provision herein, apply to the Proposer, its officers, agents, employees and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct, audit or investigate the operations, activities and performance of the selected Proposer in connection with this RFP or any contract issued as a result of this RFP. The terms of this provision are neither intended nor shall they be construed to impose any liability on the County by the selected Proposer or third party. 16. Renegotiation or Modification - Modifications of provisions of this Agreement shall be valid only when in writing and signed by duly authorized representatives of each party. Additional conditions are: a. The parties agree that the Provider may, with the County's prior written approval, revise the schedule of payments or the line item budget, and such revision shall not require an amendment to this Agreement. The parties agree to renegotiate this contract if the County determines, in its sole and absolute discretion, that Federal state, and/or County revisions of any applicable law or regulations, or increases or decreases in budget allocations make changes in this GRANT NUMBER: PC-MOA City of Miami. -.MOA program/ Page 16 of 20 Agreement necessary. The County shall be the final authority in determining whether or not funds for this Agreement are available due to Federal, state and/or County revisions of any applicable laws or regulations, or increases in budget allocations. Notwithstanding the foregoing, the County retains all the rights of suspension or termination set forth in Section III of this Agreement. After the initial grant agreement, the County will not make revisions to increase the amount of the award to the Provider. 17. Right to Waive - The County may, for good and sufficient cause, as determined by the County in this sole and absolute discretion, waive provisions in this Agreement or seek to obtain such waiver from the appropriate authority. Waiver requests from the Provider shall be in writing. Any waiver shall not be construed to be a modification of this Agreement. 18. Disputes - In the event an unresolved dispute exists between the Provider and the County, the County shall refer the questions, including the views of all the interested parties and the recommendation of the County, to the CountyManager for determination. The County Manager, or an authorized representative, will issue a determination within thirty (30) calendar days of receipt and so advise the County and the Provider, or in the event additional time is necessary, the County will notify the Provider within the thirty (30) day period that additional time is necessary. The Provider agrees that the County Manager's determination shall be final and binding on all parties. 19. Headings - The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 20. Proceedings - This, Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Dade County, Florida. 21. Notice and Contact - The County's representative for this Agreement is: David Raymond, Executive Director. The Provider's representative for this Agreement is . The project/program site is located at . In the event that different representatives are designated by either party after this Agreement is executed, or the Provider changes the address of either the program site or the principal office, the Provider must notify the County prior to such relocation and obtain all necessary approvals. Notice of the name of the new representative or new address will be rendered in writing to the other party and said notification attached to the originals of this Agreement. 22. Name and Address of Payee - When payment is made to the Provider's assignee, the name and address of the official payee is 23. All Terms and Conditions Included - This Agreement and its attachments as referenced contain all the terms and conditions agreed upon by the parties. 24. Autonomy - Both parties agree that this Agreement recognizes the autonomy of and stipulates or implies no affiliation between the contracting parties. The parties acknowledge that the relationship of County and Provider is that of independent contractors and that nothing GRANT NUMBER: PC-MOA City of Miami. - MOA program/ Page 17 of 20 contained in this Agreement shall be construed to place County and Provider in the relationship of principal and agent, employer and employee, master and servant, partners or joint venturers. Neither party shall have, expressly or by implication, or represent itself as having, any authority to make contracts or enter into any agreement in the name of the other party, or to obligate or bind the other party in any manner whatsoever. 25. Severability of Provisions - If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. 26. Waiver of Trial - Neither the Provider, subcontractor nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor heir or personal representative of the Provider, subcontractor or any such other persons or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or other litigation procedure based upon or arising out of this Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Provider, subcontractor nor any such person or entity shall seek to consolidate any such action in which a jury trial has been waived. The provisions of this paragraph have been fully discussed by the parties hereto, and the provision hereof shall be subject to no exceptions. No party has in any way agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 27. Contracts with Municipalities or Counties Outside Miami -Dade County to Provide Homeless Housing in Miami -Dade County. - The above -named firm, corporation, organization or individual ("provider") desiring to transact business or enter into a contract with the County for the provision of homeless housing and /or services swears, verifies, affirms and agrees that (1) it has not entered into any current contract, arrangement of any kind, or understanding with any municipality outside of Miami -Dade County or any County (collectively "locality") to provide housing and services for homeless persons in Miami -Dade County who are transported to Miami -Dade County by or at the behest of such locality and (2) during the term of this contract, it will not enter into any such contract, arrangement of any kind, or understanding; provided, however, upon the written request of the Contractor prior to entering into such contract, understanding or arrangement, the Miami -Dade County Homeless Trust may, in its sole and absolute discretion, find and determine within 60 days of such request that a proposed contract should not be prohibited hereby, as the best interests of the homeless programs undertaken by and on behalf of Miami -Dade County would not be negatively affected by such contract, arrangement, or undertaking. VI. RELIGIOUS ORGANIZATIONS As reported in 24 CFR Part 583.150, HUD will provide assistance to a recipient that is a primarily religious organization, if the organization agrees to provide housing and supportive services in a manner that is free from religious influences and in accordance with the following principles: 1. It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 18 of 20 2. It will not discriminate against any person applying for housing or supportive services on the basis of religion and will not limit such housing or services or give preference to persons on the basis of religion; and 3. It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, and exert no other religious influence in the provision of housing and supportive services. HUD will provide assistance to a recipient that is a primarily religious organization if the assistance will not be 'used by the organization to construct a structure, acquire a 'structure or to rehabilitate a structure owned by the organization, except as described in 24 CFR Part 583.150 (b)(2) Attachment A. VII. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) Any person or entity that performs or assists Miami -Dade County with a function or activity involving the use or disclosure of "individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the Miami -Dade County Privacy Standards Administrative Order. HIPAA mandates for privacy, security and electronic transfer standards, that include but are not limited to: 1. Use of information only for performing services required by the contract or as required by law; 2. Use of appropriate safeguards to prevent non -permitted disclosures; 3. Reporting to Miami -Dade County of any non -permitted use or disclosure; 4. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHUPHI will be held confidential; 5. Making Protected Health Information (PHI) available to the customer; 6. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; 7. Making PHI available to Miami -Dade County for an accounting of disclosures; and 8. Making internal practices, books and records related to PHI available to Miami -Dade County for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. GRANT NUMBER: PC-MOA City of Miami. — MOA program/ Page 19 of 20 IN WITNESS WHEREOF, the parties have caused this twenty-three ( 23 ) page Agreement to be executed by their respective and duly authorized officers the day and year first above written. WITNESSES: NAME: PROVIDER: (PRINT) (FULL NAME OF AGENCY) NAME: BY NAME: (SIGNATURE) (PRINT NAME OF AUTHORIZED AGENCY REPRESENTATIVE) NAME: NAME: ATTEST: (PRINT) (SIGNATURE OF AUTHORIZED AGENCY REPRESENTATIVE) (SIGNATURE) HARVEY RUVIN, CLERK BY: (TITLE) (SEAL) MIAMI-DADE COUNTY a political subdivision of the State of Florida DEPUTY CLERK George M. Burgess County Manager (DATE) See memorandum dated approved as to form and legal sufficiency: