HomeMy WebLinkAboutExhibitAGREEMENT BETWEEN
MIAMI-DADE COUNTY
AND
TILE CITY OF MIAMI
FOR
THE HOMELESS ASSISTANCE OUTREACH TO HOMELESS DETAINEES PROGRAM
For the State of Florida Department of Children and Families,
Grant -In -Aid Homeless Assistance and Prevention Program/KF121
This Agreement is entered into between Miami -Dade County, hereinafter referred to as the "County"
and The City of Miami, a provider of housing and services to homeless individuals, hereinafter
referred to as the "Provider."
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. Definitions
County The Miami -Dade County Homeless Trust, an agency and
instrumentality of Miami -Dade County.
Provider
Agreement Records
A local organization that is organized to provide housing and
social services for homeless individuals and families in
Miami -Dade County.
Any and all books, records, 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 requiredby
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.
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II. The Provider Agrees:
A. The Provider shall carry out the activities specified in Attachment A, "Scone of
Services," in Miami -Dade County, and adhere to minimum standards of housing and
services as set forth in the Miami -Dade County Homeless Trust, "Standards of Care" as
approved and adopted by the Trust Board, and available at the Miami -Dade County
Homeless Trust Office for review. In addition, the Provider shall carryout the activities
and responsibilities as imposed on the County in Attachment I of the Grant -in -Aid
Agreement between Miami -Dade County and the State of Florida, Contract #KF121,
which is attached hereto and incorporated herein by reference as Attachment O.
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 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 Grantee
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:
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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.
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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 Grantee, and is subject
to the approval of the Grantee's Risk Management Division.
2. Indemnification
a) Non -Government Entities: The Provider shall indemnify and hold harmless the
Grantee 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
Provider shall pay all claims and losses of any nature in connection therewith, and
shall defend all suits, in the name of the Grantee 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 Grantee.
b) Government Entities: If the Provider is a Government entity, then it shall indemnify
and hold harmless the County and its officers, employees, agents and instrumentalities
from any and all liability, losses or damages, including attorney's fees and costs of
defense, which the County or 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
Agreement by the Government entity or its employees, agents, servants, partners,
principals, or subcontractors. Government entity 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 County, where applicable, including appellate
proceedings, and shall pay all costs, judgments, and attorney's fees which may issue
thereon. Provided, however, this indemnification shall only be to the extent and within
limitations of Section768.28, Fla. Statute, subject to the provisions of that Statute
whereby the Government entity shall not be held liable to pay an personal injury or
property damage claim or judgment or potions thereof, which exceeds the sum of
$100,000, or any claim or judgment or portion thereof, which, when totaled with all
other claims or judgment paid by the Government entity arising out of the same
incident or occurance, exceed the sum of $200,000 from any and all personal injury or
property damage claims, liabilities, losses or causes of action which may arise as a
result of the negligence of the government entity.
a) The Provider shall comply with Miami -Dade Ordinance No. 72-82 (Conflict of
Interest Ordinance), as amended, which is incorporated herein by reference as if
fully set forth herein, in connection with its contract obligations hereunder.
The Provider shall disclose to the Grantee 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 Grantee immediately upon the Provider
discovery of such possible conflict. The Grantee will then render an opinion which
shall be binding on all parties.
D. Documents - The Provider shall submit to the County the documents 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 this contract and for compliance with applicable
County and federal requirements.
1. Certificates of Insurance - To be received by the County within the first
month of this contract period and prior to payments made by the County and
as they are renewed throughout this contract period.
2. Progress Reports - The Provider shall submit the following monthly status
reports, along with the Miami -Dade County Homeless Trust Request for
Payment form, Attachment C and Attachment D-2, "Monthly
Performance Status Report;" as they may be revised by the County, which
shall describe the services rendered by the Provider and the progress of the
Provider in achieving the objectives identified in Attachment A. Said reports
are due by the 5th business day of the month following the end of the previous
month. All other Attachments attached to this Agreement are to be carefully
reviewed by the Provider, signed as may be applicable and return to the
Homeless Trust. All other attachments that do not require the provider's
signature must be completed and retained in the client's case file or retained
by the Provider in its program general file. The Provider shall also submit the
State's Exhibit F, "Quarterly Performance Status Report", located in
Attachment 0, every three months.
3. Annual Report - The Provider shall submit a cumulative status report
(hereinafter referred to as "Annual Report") using the "Outcome/Performance
Monthly Report" and "Monthly Performance Status Report" specified in
Article II, Paragraph D (2) above, which shall describe the progress by the
Provider in achieving each of the objectives identified in Attachment A
during the contract year. This report will be due thirty (30) days after the
termination of this Agreement.
4. 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 execution of
this Agreement.
5. Minority Business Report - The Provider shall report on all subcontract
activities as applicable as indicated in and using the form attached hereto as
Attachment M, "Minority Business Enterprise Report" which shall be
received semiannually by the County pursuant to the start date of the
agreement.
6. Audit Report - The Provider shall submit to the County audit reports as
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required by Article 11, Paragraph G of this contract as set forth below.
7. 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. Such information shall be submitted to the County within 30 days of the
execution of this contract.
8. Affirmative Action Plan - The Provider shall report to the County
information relative to the equality of employment opportunities whenever so
requested by the County.
9. Assurance of Compliance with Section 504 of the Rehabilitation Act The
Provider shall report its compliance with Section 504 of the Rehabilitation
Act whenever so requested by the County.
10. Emergency/Disaster Plan - The Provider shall submit to the County a
detailed Emergency Plan, which describes the processes and procedures
established by the Provider to ensure, in the event of an emergency, the safety
and well-being of the clients referred to their program through this
Agreement, in the event of an emergency. An emergency, for purposes of this
Agreement, includes but is not limited to, natural disasters (i.e. hurricanes,
floods), cold weather emergencies, fire, etc.
E. Civil Rights - The Provider agrees to abide by Chapter 11A of the Code of Miami -
Dade County ("County Code"), as amended, which prohibits discrimination in
employment, housing and public accommodations.
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 no be 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 Americans with Disability Act, the Rehabilitation Act, the
Federal Transit Act, 49 U.S.C. § 1612, and the Fair Housing Act, 42 U.S.C. § 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 Domestic Violence Leave,
codified as § 11-A60 etc. 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 Provider.
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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 governed 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).
F. Federal, State and County Laws and Regulations - The Provider shall comply with
applicable provisions of applicable Federal, State and County laws, regulations and
rules such as OMB A-122, OMB A-110, OMB A-21, and OMB A-133, and with the
Energy. Policy and Conservation Act (Pub. L 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 other provisions of this contract shall
remain in full force and effect.
G.
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 508 of the Clean Water Act (33 U.S.C. 1368); Environmental
Protection Agency regulations (40 CFR Part 15); and Executive Order 11738.
Audits and Records
1. The Provider shall maintain all Agreement Records in accordance with
generally accepted accounting principles, procedures, and practices which
shall sufficiently and properly reflect all revenues and expenditures of funds
provided directly or indirectly by the County pursuant to the terms of this
contract, 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.
2. The Provider shall maintain all Agreement Records that document all actions
undertaken to comply with the "Scope of Services," Attachment A to this
Agreement.
3. 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.
4. The Contractor 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 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.
5. The Provider shall include in all the County- approved subcontracts used to
engage subcontractors to carry out any eligible substantive programmatic
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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
contract. 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 above.
H. Retention of Records
1. The Provider shall retain 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 have 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.
3. The Provider shall allow the County or any person 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 contract and after its expiration as part of the final closeout 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.
I: Access to Records
1. 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.
2. If the Provider received funds from or is under regulatory control of other
governmental agencies, and those agencies issue monitoring reports, regulatory
examinations, other similar reports, 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.
J. Monitoring
The Provider shall permit the County and any other persons authorized by the County
to monitor, according to applicable regulations, all Agreement Records, facilities,
goods, and activities of the Provider, which are in any way connected to the activities
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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. 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 will be delivered to the
Provider, and the Provider shall rectify all deficiencies cited within the period of time
specified in the report.
K. Restriction of Funds Use
The funds received under this Agreement will not be used to replace other funds or to
pay for expenditures paid for by another source. The Provider shall notify the County
of any additional funding received for any activity described in this Agreement, other
than the "Client Contribution Report" which is addressed in II (D)(2). Such
notification shall be in writing and received by the County within thirty (30) days of
the Provider's notification by the funding source.
L. Conflict of Interest
1. Procurement: The Provider shall comply with the standards contained within
OMB A-110.
2. All Other Cases: The Provider shall comply with the standards contained
within 24 CFR Part 570.611(2).
3. The Provider shall comply with Dade County Ordinance No. 72-82 (Conflict
of Interest Ordinance), as amended, which is incorporated herein by reference
as if fully set forth herein, in connection with its contract obligations
hereunder.
4. 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.
M. 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 "Monthly
Performance Status Report," Attachment D-2.
N. Required Meetine Attendance
From time to time, the Miami -Dade County Homeless Trust may schedule meetings
and/or training sessions to assist the Subrecipient in the performance of its contractual
obligations or to inform the Subrecipient of new and/or revised policies and
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procedures. Attendance at some of these meetings may be mandatory. The
Subrecipient 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
Subrecipient's mandatory participation shall be kept, and the Subrecipient's
contractual compliance will be monitored. Failure to attend a meeting/training session
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 Subrecipient 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 anv representative. The Miami -
Dade County Homeless Trust shall determine whether or not the absence will be
excused; the Subrecipient shall not be excused from more than two (2)
meetings/training sessions during each contract year. The Subrecipieint is encouraged
to 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.
Q. Publicity and Advertisements
1. 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.
2. 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.
P. Procurement
Q.
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 the maximum feasible
opportunity to compete for subcontracts to be performed pursuant to this Agreement.
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 for $500 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, land
improvements, structures, fixtures and appurtenances thereto, including
movable machinery and equipment, vehicles, furniture, and office equipment.
b. All real property purchased in whole or in part with funds from this and
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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. A copy of the purchase receipt for any
asset 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. (Attachment N)
c. 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 Paragraph 8.II.b above. (Attachment N)
R. Management Evaluation and Performance Review
The County shall conduct a formal management evaluation and performance review
of the Provider following the expiration of this Agreement. The management
evaluation shall reflect the Provider's compliance with generally accepted fiscal and
organizational standards and practices. The performance review shall reflect the
quality of service provided and the value received . using monitoring data such as
progress reports, site visits and client surveys.
S. Subcontracts and Assignments
1. The Provider shall ensure that all subcontracts and assignments:
a. Identify the full, correct and legal name of the party;
b. Describe the activities to be performed;
c. Present a complete and accurate breakdown of its price
component;
d. 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;
e. Incorporate the language of Attachment I, "Lobbyist Registration
for Oral Presentation."
2. 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 Attachment J, "Disclosure
of Subcontractors and Suppliers", (Ordinance 97-104), which identifies all
first tier subcontractors who will perform any part of the contract work and
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describes the portion of the work such subcontractor will perform, and all
suppliers who will supply materials for the 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 K) 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.
3. The Provider shall incorporate in all consultant subcontracts this additional
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.
4. The Provider shall be responsible for monitoring the contractual performance
of all subcontracts.
5. The Provider shall receive written approval 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.
6. 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.
7. Approval by the County of any subcontract or assignment shall not under any
circumstances be deemed to provide for the incurrence of any obligation by
the County in excess of the total dollar amount agreed upon in this
Agreement.
T. Reversion of Assets
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.
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U. Method of Payment
The parties agree that this is a reimbursement Agreement, and that the Provider will
be paid by receiving reimbursement for services rendered, consistent with the
approved budget. However, an advance of up to two (2) months of the total amount
payable under this Agreement may be paid to the Provider as an advance if approved
in writing by the County. The Provider's request for an advance must be submitted in
writing and must specify the reasons and justifications for such payment. The County
shall have sole and absolute discretion in choosing whether or not to provide any
advance payments and is not obligated to do so under any circumstances.
Reimbursement requests shall include salary, fringe (to include payroll taxes), current
utility expenses encumbered since the execution of this Agreement.
2. Requests for payment are to be presented to the County by the Provider monthly, by
the 5th business day, of each month, for the previous month by submission of a
Attachment C, "Miami -Dade County Homeless Trust Request for Payment". If
an advance has been made, one -ninth of such advance shall be recouped in each of the
first nine months of billing.
3. A final request for reimbursement from the Provider will be accepted 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.
4. In no event shall County funds be advanced to any subcontractor hereunder unless
approved in writing by the County.
5. 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.
V. Invoicingyor Payment
1. Payment requests shall be made to the County on a monthly basis and shall be
signed by the Executive Director of the Provider, unless otherwise approved
in writing, on the form incorporated herein as Attachment C, "Miami -Dade
County Homeless Trust Request for Payment;" and Attachment D-2,
"Monthly Performance Status Report". The payment request for the
previous month is due by the 5,h business day of the month following the
month for which payment is invoiced.
2. Any reimbursement may be withheld pending the receipt and approval by the
County, of all reports and documents required herein.
3. Reimbursement shall be provided only for costs associated with the services
detailed in Attachment B, plus general administrative costs (not to exceed
10% of direct costs).
4. 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 determined 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
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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.
W. The County's Consultant
The Provider understands that in order to facilitate the implementation of this
Agreement, the County has designated a program consultant to work with the
Provider. The County shall provide written notification to the Provider of the name,
address and employees of the County's consultant.
X. Participation in Homeless Management Information System - The Provider agrees
to participate in the Homeless Managed Information System (HMIS) selected and
established by the County. Participation will include, but is not limited to, daily
updates of bed availability information, updates of client files, and entering data for
statistical purposes. The Provider understands that they are responsible for any
ongoing cost to access the HMIS system.
Y. Miami -Dade County Inspector General Review
According to Section 2-1076 of the Code of Miami -Dade County, as amended by
Ordinance 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,
through out 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 be included in
the total proposed amount. The audit cost will be conducted by the County from
progress payments to the selected Proposer. The audit cost shall be included in all
change orders and all contract renewals and extensions.
Exception: The above application of one -quarter (1/4) of one (1) percent fee
assessment. shall not apply to the following contracts: (a) IPSIG contracts; (b)
contracts for legal 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 (1) 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.
Z. 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
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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 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 contact 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.
AA. 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 H, Section VIII. The Provider
understands that the County has relied on the aforementioned representation in
entering this contract.
III. The County Agrees:
Subject to the availability of funds, to pay for contracted activities according to the terms and
conditions contained within this Agreement in an amount up to $85,796.00 in Department
of Children and Families Grant -in -Aid funds.
IV. The Provider and the County Agree:
A. Effective Date:
1. This Agreement is for one year commencing on July 1, 2008, and expiring on
June 30, 2009, with two (2), one (1) year term extensions, subject to the
annual State budget process and the availability of funds. Any funds
unexpended at the end of each term shall revert to the County. Any costs
incurred by the Provider beyond June 30th of each term will not be covered
under eligible expenses for that period and thus not paid by the County,
except as specifically provided herein, or in the event of an extension of the
Agreement.
3. The provider agrees to provide services as stipulated in Attachment A,
"Scope of Services".
4. The requirements of this Agreement shall remain in effect during any time
period that the Provider has control over any funds generated or provided in
connection with this Agreement, including program income. However, the
County shall have no obligation or responsibility to make payment, except
those described within Article II, Paragraph V, or provide any type of
assistance or support to the Provider if this Agreement has expired or been
terminated.
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B. 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 in its sole and absolute discretion and may
include:
a. Ineffective or improper use of any funds provided
hereunder by the Provider;
b. Failure by the Provider to materially comply with any terms, conditions,
representations or warranties contained herein;
c. Failure by the Provider to submit any documents required by this Agreement;
or
d. The Provider's submission of incorrect or incomplete documents.
C. Termination
1. Termination at Will - This Agreement, in whole or in part, may be
terminated by the County upon no less that thirty (30) working days notice
when the County determines that it would be in the best interest of the
County. Said notice shall be delivered by certified mail, return receipt
requested, or in person with proof of delivery.
2. Termination for Convenience - The County may terminate this Agreement
immediately, 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 termination
conditions.
3. Termination Because of Lack of Funds - In the event funds to finance this
Agreement become unavailable, the County may terminate this Agreement
upon no less that 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 incorrect required reports;
6) the provider refuses to allow the County access to records or refuses to aloe
the County to monitor, evaluate and review the Provider's program; 7) the
Provider discriminates under any of the laws outlined in Section II(E) 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
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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 may be disbarred from County contracting for up to five (5)
years.
D. Renegotiations or Modification - Modifications of provisions of this Agreement
shall be valid only when in writing and signed by duly authorized representatives of
each party. The parties agree to renegotiate this contract if the County determined, in
its sole and absolute discretion, that federal, state, and/or County revisions of any
applicable law or regulation, or increases or decreases in budget allocation make
changes in this 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.
E. Right to Waive - The County may, for good and sufficient cause, as determined by
the County in its 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.
F. 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 County Manager 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
16
Provider agrees that the County Manager's determination shall be final and binding on
all parties.
G. Headings - The article and paragraph headings in this Agreement are inserted for
convenience only and shall not effect in any way the meaning or interpretation of this
Agreement.
H. Minority Participation - In order to gain greater Black Business Participation, the
Provider may submit its contracts to the County Manager for bidding and award in
accordance with County policies and procedures.
I.
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 extend permitted by law, be held
in Dade County, Florida.
J. Notice and Contact - The County's representative for this Agreement is David
Raymond. The Provider's representative for this Agreement is Pedro Hernandez,
City Manager. The Provider's principal office is at 3500 Pan American Drive,
Miami, FL 33133. In the event that different representatives are designated by
either party after this Agreement is executed, or the Provider changes its address,
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 original of this
Agreement.
K. Name and Address of Payee - When the payment is made to the Provider's assignee, the
name and address of the official payee is The City of Miami , 3500 Pan American Drive,
Miami, FL 33133.
L. All Terms and Conditions Included - All Terms and Conditions Included This
Agreement and its attachments as referenced,
Attachment A - Scope of Services;
Attachment B — Budget;
Attachment C — Homeless Trust Request for Payment;
Attachment C-1- Match Collection Report
Attachment D — Record of Services Roster;
Attachment D-1- Daily Call Log;
Attachment D-2 - Monthly Performance Status Report;
Attachment D-3- Outcome/Performance Measurements;
Attachment D-4- Outcome/Performance Measurements;
Attachment E- Quarterly Performance Status Report;
Attachment E-1- NA
Attachment F- NA
Attachment F-1- NA
Attachment F-2-NA
Attachment G- W-9 Request for Taxpayer Identification Number and
Certification
Attachment A — Miami -Dade County Affidavits
Section I: Disclosure Affidavit
Section II: Employment Disclosure Affidavit
Section III: Affirmative Action/Nondiscrimination of Employment,
17
Section ITT
Section TT
Section VI:
Section VII:
Section VIII:
Section IX:
Section X:
Section XI:
Attachment I —
Attachment J-
Promotion Procurement Practices (County Ordinance 98-30
Criminal Record Affidavit:
Employment Drug -Free Workplace Affidavit;
Employment Family Leave Affidavit;
Disability Non -Discrimination Affidavit;
Delinquent and Currently Due Fees or Taxes Affidavit;
Current on All County Contracts, Loans and Other
Obligations Affidavit;
Project Fresh Start Affidavit;.
Domestic Violence Leave (Resolution 185-00 and 99-5);
Lobbyist Registration for Oral Presentation;
Disclosure of Subcontractors and Supplies
(Ordinance 97-104);
Attachment K — Subcontractor/Supplier Listing (Ordinance 97-104);
Attachment L — Public Entity Crimes Affidavit;
Attachment M — Minority Business Enterprise Report; and
Attachment N — Asset Inventory .Report, contain all the terms and conditions
agreed upon by the parties.
Attachment 0- State of Florida Grant -in -Aid Homeless Assistance and
Prevention Program, Attachment 1, KF 1.21
P. Autonomy - Both parties agree that this Agreement recognizes the autonomy of and
stipulates or implies no affiliation between the contracting parties.
Q.
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.
R. The Provider agrees that the County has a right and priority to have clients referred by
the County, utilize and avail themselves of the housing and services funded through
this Grant. The Provider must possess all appropriate licensures to carry out the intent
of the services or housing funded. The proposal submitted by the Provider in response
to the RFP is incorporated herein, except to the extent that it is inconsistent with this
Agreement.
S. 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 persons 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.
T. 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 (I) it has not entered into any current contract,
18
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.
U. 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 includes 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 IIHI/PHI will be held in confidential;
S. Making Protected Health Information (PHI) available to the customer;
6. Making PHI available to the customer for review and amendment; and
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.
IN WITNESS WHEREOF, the parties have caused this twenty (20) pages Agreement to be executed
by their respective and duly authorized officers the day and year first above written.
WITNESSES: PROVIDER:
(Print)
NAME:
(Name of Agency)
(Signature) (Print Name of Representative)
(Print) (Signature)
(Signature) (Title)
Al t'EST:
HARVEY RUVIN, CLERK
BY:
DEPUTY CLERK
DATE
Approved as to form and legal sufficiency:
BY:
(Date)
MIAMI-DADE COUNTY,
a political subdivision of the
State of Florida
George M. Burgess
County Manager
(Initial)
Ek��
(Date)
20