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HomeMy WebLinkAboutEXHIBIT SUB-19-1 S ate. DC t fll11T is 74 5c,STTThTl bA) • DeKrtl�N c..t 6g sue/0-rE,u.1 bOc a n'l.Q K-'7 ' Substituted Due to Modification on the Floor in connection with City Commission. Resolution No. R-14-0151, adopted April 24, 2014; original item can viewed at end of this agreement Draft for Review and Comment PARKS AND RECREATION SERVICES AGREEMENT FOR ONGOING COMPLIANCE WITH PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND CERTAIN U.S. TREASURY REGULATIONS PROMULGATED THEREUNDER BY AND BETWEEN THE CITY OF MIAMI, FLORIDA AND AMIGOS TOGETHER FOR KIDS, INC. FOR JOSE MARTI PARK THIS PARKS AND RECREATION SERVICES AGREEMENTFOR ONGOING COMPLIANCE WITH PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND CERTAIN U.S. TREASURY REGULATIONS PROMULGATED THEREUNDER ("Agreement") is effective as of May 12, 2014 ("Effective Date") between the City of Miami, Florida, a Florida municipal corporation, whose principal address is 3500 Pan American Drive, Miami, Florida ("City"), and Amigos Together for Kids, Inc., a Florida not -for -profit corporation with tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("IRS Code"), whose address is , Miami, Florida 3 31_("Provider"). RECITALS: WHEREAS, the City has previously entered into agreements with Provider to provide after school tutoring, counseling, computer education, instruction and program management, family events, cultural, educational, and recreational activities (collectively, "Scope of Services", attached and incorporated as Composite Attachment A-1 hereto) at various public facilities located at the City's Jose Marti Park located at , Miami, Florida (collectively, "Park Use Areas", attached and incorporated as Composite Attachment A-2 hereto); and WHEREAS, the City's public facilities at Jose Marti Park from time to time have been constructed and improved with funding from various City and Miami -Dade County tax- exempt bond funds, which require ongoing compliance with the provisions of the Internal Revenue Code of 1986, as amended ("IRS Code") and U. S. Treasury Regulations promulgated thereunder ("U.S. Treasury Regulations"); and WHEREAS, although Provider periodically has received funding through the City and The Children's Trust to provide after school services for the City's Department of Parks 453381 Substitute Draft Agreement Modified on Floor 1 At April 24, 2014 City Commission meeting and Recreation ("Department") for youth at Jose Marti Park, Provider also through donations has provided other family events, cultural, educational, and recreation activities free and open to the public, has provided donations and in -kind services for improvements to the facilities, and has paid the City one dollar ($1.00) per month for the use of the facilities to provide the services free of charge to the community; and WHEREAS, on April 24, 2014, the City Commission, pursuant to Resolution No. R-14- 0151 (the "City Authorizing Resolution", attached and incorporated as Composite Attachment A-3): (1) accepted and adopted the City Manager's and the Department's recommendations and findings that pursuant to Section 18-86(a)(3)(c) of the Code of the City of Miami, Florida, as amended (the "Code"), competitive negotiation methods and procedures were not practicable or advantageous for obtaining said Services, and waived competitive bidding methods and procedures for said Services, (2) authorized the City Manager to negotiate and execute a Parks and Recreation Services Agreement for ongoing compliance with the provisions of the Internal Revenue Code of 1986, as amended ("IRS Code") and certain U.S. Treasury Regulations promulgated thereunder ("U.S. Treasury Regulations"), in form acceptable to the City Attorney and Bond Counsel, with Provider to continue to provide said Services for the three (3) year contract period commencing as of May 12, 2014 through May 11, 2017, and (3) further authorized the City Manager to negotiate and execute, in form acceptable to the City Attorney and Bond Counsel, such further alterations, variations, modifications, extensions, renewals, or waivers that do not exceed the amount payable and do not change the length of the effective term, in order to comply with IRS Code and the U.S. Treasury Regulation provisions; and WHEREAS, the City Commission also pursuant to the City Authorizing Resolution directed that any renewal of this Agreement for ongoing compliance with the IRS Code and U.S. Treasury Regulations beyond the initial three (3) year term must return to the City Commission for review and approval; WHEREAS, on , 2014, Provider's Board of pursuant to not - for -profit corporation Resolution No. authorized Provider's and (1) to negotiate and execute this Agreement and any and all further alterations, variations, modifications, extensions, renewals, or waivers that do not exceed the programmatic term and any applicable not to exceed amount, and (2) to undertake all necessary actions on behalf of Provider for its compliance with the terms and conditions of this Agreement, including but not limited to all requirements for compliance with the IRS Code and U.S. Treasury Regulation provisions; and NOW, THEREFORE, in consideration of the mutual covenants herein, the City and Provider (sometimes hereafter referred to as "Parties") agree as follows: A. EFFECTIVE TERM The effective tern of this Agreement shall be from for the three (3) year contract period commencing as of May 12, 2014 through May 11, 2017, with any renewal(s) subject to 453381 Substitute Draft Agreement Modified on Floor 2 At April 24, 2014 City Commission meeting further approval by the City Commission, and subject to ongoing compliance and Provider's performance. B. TERMS OF RENEWAL, if applicable In the sole discretion of the City Commission, this Agreement may be renewed with the written acknowledgement of Provider. In considering the exercise of any Agreement renewal, and in accordance with the City Authorizing Resolution and Provider's Board authorization at such time(s) as applicable, renewal may not exceed a term equal to the tern of the initial Agreement for a total maximum of three (3) terms totaling nine (9) years. The City Commission in its sole discretion will consider, but is not limited to, the following: 1. Provider meeting the performance requirements specified in this Agreement. 2. Continued demonstrated and documented need for the services provided by Provider. 3. Program performance, fiscal performance, and compliance by Provider that is deemed satisfactory in City Commission's sole discretion. 4. Provider's compliance with IRS Code and U.S. Treasury Regulation provisions related to the limitations on use of tax-exempt bond financed/improved facilities. 5. If applicable to funding from the City to Provider, the City is prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the agreement. 6. If applicable, the City in its sole discretion will initiate re -negotiation of this Agreement before the Agreement tern expires. C. SCOPE OF SERVICES AND PARK USE AREAS 1. Provider agrees to render services in accordance with the Scope of Services as set forth in Composite Attachment A-1 in the Park Use Areas set forth in Composite Attachment A-2 hereto. Provider shall implement the Scope of Services and use the Park Use Areas in a manner deemed satisfactory to the City. Any modification to the Scope of Services or to the Park Use Areas shall not be effective until approved, in writing, by the City and Provider. 2. The Scope of Services' activities and performance measures and Provider's ongoing compliance use of the Park Use Areas, as well as complete and accurate data, programming, and use information will be used in the evaluation of Provider's overall performance and compliance. 3. If applicable, Provider agrees that any funding provided by the City, pursuant to this Agreement will be used exclusively for the Scope of Services in and for the benefit of Miami -Dade County residents. 4. Provider and the City agree that except at such times as Provider is providing scheduled approved activities under the Scope of Services in the Park Use Areas, such Park Use Areas shall remain open and available for other Parks users pursuant to the 453381 Substitute Draft Agreement Modified on Floor 3 At April 24, 2014 City Commission meeting City's rules and regulations for Parks uses and in accordance with public access requirements for compliance with the IRS Code and U.S. Treasury Regulation provisions related thereto. Provider and the City further agree that City through the Department's Staff shall work with Provider to secure and protect from vandalism the facilities in the Park Use Areas where Provider and its donors have provided improvements. Provider and City further agree that except during such tunes that Provide is providing the scheduled approved activities under the Scope of Services in the Park Use Areas, neither Provider nor any other user shall have exclusive use of any Park Use Area. D. TOTAL FUNDING, COMPENSATION, FEES, AND OTHER PAYMENTS 1. NOT APPLICABLE: Subject to the availability of funds, the maximum amount payable for Services rendered under this Agreement shall not exceed $ , with a required match of $ . Provider agrees that should available funding to The City be reduced, the amount payable under this Agreement will be reduced at the sole option of the City. Provider agrees to adhere to Attachment B of this Contract: Other Fiscal Requirements, Budget and Method of Payment. 2. Fees: Provider shall pay a monthly use fee to the City of one dollar ($1.00) per month for the use of the Park Use Areas to provide the Scope of Services free of charge to the community. Provider understands and agrees that it shall be responsible for payment to the City of any other City fees, including but not limited to Special Events Permit Fees, as applicable pursuant to the City's Code, rules and regulations, as amended from time to time throughout the term of this Agreement. 3. Other Payments: If applicable to a not -for -profit organization, Provider agrees to pay any other amounts that would be legally required to be paid pursuant to federal, state, county, city, or other local laws for Provider's Scope of Services. E. FISCAL MANAGEMENT — (Applicable provisions to be determined) 1. Double Billing and Payments Provider costs or earnings claimed under this Agreement may not also be claimed under any other Agreement or grant from the City or, unless such claim is denied by The Children's Trust, from any other agency. Any claim for double payment by Provider shall be a material breach of this Agreement. 2. No Supplanting of Existing Public Funds The City funding may not be used as a substitute for existing resources or for resources that would otherwise be available for children's services, or to replace funding previously provided by, and currently available from, local and state funding sources for the same purpose. A violation of this section by provider shall be considered a material breach of this Agreement. 3. Capital Equipment 453381 Substitute Draft Agreement Modified on Floor 4 At April 24, 2014 City Commission meeting Capital equipment is included in the definition of "property" under Florida Statutes, Chapter 274, and Florida Administrative Code, Section 69I-73.001, and is defined_as individual items with a value of $1,000 or greater which have a life expectancy of more than one year. Provider is to maintain proof of Property Coverage in accordance with the insurance requirements prescribed in section K of this Agreement. Capital equipment purchased with City funds by Provider become assets of the City; are intended for the City funded programs; are owned by the City; and must be tagged at the time of purchase as an asset of the City. The City will work with Provider to tag the asset and receive all information regarding the capital equipment. Provider must maintain a record of any capital equipment purchased with funds provided by the City. When Provider is no longer funded by the City, the equipment will be returned to the City unless it is fully depreciated and Provider wishes to purchase such depreciated equipment from the City. Upon payment by Provider to the City at the depreciated cost, ownership of capital equipment will be transferred to Provider and removed from the City's fixed asset system if the capital equipment is fully depreciated and in the possession of Provider. Provider can purchase the equipment at the depreciated cost with the approval of the City in accordance with the City Code's asset disposition requirements. If capital equipment is not purchased by Provider prior to the equipment being fully depreciated, Provider must return such capital equipment to the City before submission of the final invoice. In the event that property of the City is either dainaged, lost, or stolen, while in Provider's possession, Provider is to perfonn all of the following: a) within five (5) business days provide written notification to the City Manager that the capital equipment has been either damaged, lost or stolen; b) provide a police report for lost or stolen items; or provide a written statement as to how the capital equipment was damaged; and c) reimburse the City for the value, as determined by the City. 4. Assignments and Subcontracts Provider shall not assign this Agreement to another party. Provider shall not sub -contract any services under the Scope of Services under this Agreement without prior written approval of the City. In any subcontract, Provider shall incorporate appropriate language from this Agreement into each sub -contract and shall require each subcontractor providing services to be governed by the terns and conditions of this Agreement. Provider shall submit to the City a copy of each sub -contract to this Agreement within thirty (30) days of its execution. All sub -contracts with Provider must be executed within ninety (90) days of Provider's execution date. All subcontractors must agree to be monitored by Provider and the City, in the same manner as Provider under the terms of this Agreement. Provider acknowledges and agrees that the City and any subcontractor to this Agreement have authority to communicate and exchange information about contract, prograin and/or fiscal issues. Provider waives any and all claims, demands, and/or legal action based upon any such communications. Provider shall be responsible for all Services performed, and all expenses incurred, under this Agreement, including services provided and expenses incurred by any and all subcontractors. The City shall not be liable to any subcontractor for any reimbursable expenses or liabilities incurred under any subcontract. Provider shall be solely liable for 453381 Substitute Draft Agreement Modified on Floor 5 At April 24, 2014 City Commission meeting any expenses or liabilities incurred under any subcontract. Provider shall hold harmless, release, and defend, at Provider's expense, the City and its officials, employees, agents, and representatives against any claims, demands or actions related to any subcontract. The City shall not provide funds to any subcontractor unless specifically agreed to in writing by the City with notification to the Provider. All payments to any contracted subcontractor shall be paid directly by Provider to the subcontractor. The City reserves the right to require verification from Provider and/or subcontractor of payment due for satisfactory work performed by the subcontractor. Provider and any subcontractor must be currently qualified and have all applicable licenses, fees, and required governmental approvals to conduct business in the State of Florida, Miami -Dade County, and the City of Miami at the time that this Agreement and at the time that any subcontractor agreement are entered into and services are rendered. 5. Religious Purposes Providers and/or their faith -based community partners shall not use any funds provided under this Agreement to support any inherently religious activities, including but not limited to, any religious instruction, worship, proselytization, publicity or marketing materials. Any such use by Provider shall be a material breach of this Agreement . 6. Lobbying Provider shall not use any funds provided under this Agreement or any other funds provided by the City for lobbying any federal, state or local government or legislators. Any such use by Provider shall be a material breach of this Agreement. 7. Adverse Action or Proceeding Provider shall notuse any funds under this Agreement, or any other funds provided by the City, for any legal fees, or for any action or proceeding against the City, its agents, employees, representatives, or officials. Any such use by Provider shall be a material breach of this Agreement. 8. Compliance Provider agrees to maintain and ensure its compliance, as applicable, with federal, state, county, and local laws. This includes, but is not limited to, adherence to IRS Code and U.S. Treasury Regulation provisions applicable to uses of tax-exempt bond funded/unproved facilities, IRS rules and regulations requiring timely filing of tax documents to maintain tax-exempt status and payment of payroll taxes, as applicable, throughout the term of this Agreement. Provider further agrees to provide agency and site(s) information to Switchboard of Miami 211, The City 24 hour helpline. F. INDEMNIFICATION BY PROVIDER 1. Government Entity 453381 Substitute Draft Agreement Modified on Floor 6 At April 24, 2014 City Commission meeting Subject to the limitations and sovereign immunity provisions of Florida Statute, Sec. 768.28, Provider shall indemnify and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any . kind or nature arising out of, relating to or resulting from the performance of this Agreement by Provider or its employees, agents, servants, partners, principals or subcontractors. Subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec. 768.28, Provider shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. 2. All Other Providers Provider shall indemnify, release, and hold harmless the City and its officers, employees, agents, representatives, and instrumentalities from any and all liability, losses or damages, including reasonable attorneys' fees and costs of defense, which the City or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by Provider or its employees, agents, servants, partners, principals or sub -contractors, except to the extent arising from the City's willful or wanton acts or omissions. To the extent arising from a liability that is covered by the foregoing indemnification, Provider shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of The Children's Trust, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. Provider agrees that any insurance protection required by this Agreement or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the City or its officers, employees, agents, representatives, and instrumentalities. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement. G. COPYRIGHTS AND RIGHT TO DATA/MATERIALS — (Applicability to be discussed) Where activities supported by this Agreement produce original writing, data, sound recordings, pictorial reproductions, drawings or other graphic representations and works of similar nature, the City has a license to reasonably use, duplicate and disclose such materials in whole or in part in a manner consistent with the purposes and terms of this, and to have others acting on behalf of the City to do so, provided that such use does not compromise the validity of any copyright, trademark or patent. If the data/materials so 453381 Substitute Draft Agreement Modified on Floor 7 At April 24, 2014 City Commission meeting developed are subject to copyright, trademark or patent, legal title and every right, interest, claim or demand of any kind in and to any patent, trademark or copyright, or application for the same, will vest in Provider or with any applicable third party who has licensed or otherwise permitted Provider to use the same. Provider agrees to allow the City and others acting on behalf of the City to have reasonable use of the same consistent with the purposes and terns of Agreement, at no cost to the City provided that such use does not compromise the validity of such copyright, trademark or patent. H. OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY This Agreement is subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records and public contracts. Accordingly, to the extent permitted by Chapter 119, Florida Statutes, Provider retains sole ownership of intellectual property developed under this Agreement. Provider is responsible for payment of required licensing fees if intellectual property owned by other parties is incorporated by Provider into the services required under this Agreement. Such licensing should be in the exclusive name of Provider. Payment for any licensing fees or costs arising from the use of others' intellectual property shall be at the sole expense of Provider. Provider shall indemnify, release, defend and hold harmless the City, and its officials, employees, representatives, agents, and instrumentalities from liability of any nature or kind, including costs and expenses for or on account of third party allegations that use of any intellectual property owned by the third party and provided, manufactured or used by the Provider in the performance of this Agreement violates the intellectual property rights of that third party. I. BREACH OF AGREEMENTAND REMEDIES 1. Breach A material breach by Provider shall have occurred under this Agreement if Provider through action or omission causes any of the following: a. Fails to comply with Background Screening, as required under this Agreement. b. Fails to provide the Scope of Services outlined in Composite Attachment A-1 within the effective term of this Agreement; c. Fails to provide such Scope of Services within the outlined Park Use Areas set forth in Composite Attachment A-2 in compliance with the IRS Code and the U.S. Treasury Regulations applicable to tax-exempt bond funded/unproved public facilities. d. Fails to correct an imminent safety concern or take acceptable corrective action; e. Ineffectively or improperly uses the City funds, if any, allocated under this Agreement; f. Does not furnish and maintain the certificates of insurance required by this Agreement as determined by the City's Risk Management Department; 453381 Substitute Draft Agreement Modified on Floor 8 At April 24, 2014 City Commission meeting g. Does not meet or satisfy the conditions of award required by this Agreement; h. If applicable, fails to submit, or submits incorrect or incomplete, proof of expenditures to support disbursement requests or advance funding disbursements; or, fails to submit, or submits incomplete or incorrect, detailed reports of requests for payment, expenditures or final expenditure reports; included, but not limited to budgets, invoices, and amendments in any required City reporting system. i. Does not submit or submits incomplete or incorrect required reports pursuant to the Scope of Services in this Agreement; j. Refuses to allow the City access to records or refuses to allow the City to monitor, evaluate and review Provider's program, including required client data, and required Parks Use Area schedules and adherence thereto; k. Fails to comply with child abuse and incident reporting requirements; 1. Attempts to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement; m. Fails to correct deficiencies found during a monitoring, evaluation or review within a specified reasonable time; n. Fails to meet the terms and conditions of any obligation or repayment schedule to the City or any of its agencies; o. Fails to maintain the confidentiality of client files, pursuant to Florida and federal laws; p. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations in this Agreement. q. Fails to submit an Annual Financial Statement Audit and a Program Specific Audit, as applicable, in accordance with Section 0 and Attachment D of this Agreement. r. Fails to submit an Audit Engagement Letter for both the Annual Financial Statement Audit and the Program Specific Audit within thirty (30) days after Provider's fiscal year end. Waiver of breach of any provisions of this Agreement must be in writing signed by authorized representatives of both parties, shall not be deemed to be a waiver of any other breach, and shall not be construed to be a modification of the terms of this Agreement. 2. Remedies If Provider fails to cure any breach within thirty (30) days after receiving written notice from the City identifying the breach, the City may pursue any or all of the following remedies: a. The City may, at its sole discretion, enter into a written performance and compliance improvement plan with Provider to cure any breach of this Agreement as may be permissible under state or federal law. Any such remedial plan shall be 453381 Substitute Draft Agreement Modified on Floor 9 At April 24, 2014 City Commission meeting an addition to this Agreement and shall not affect or render void or voidable any other provision contained in this Agreement, costs, or any judgments entered by a court of appropriate jurisdiction. b. If payments from the City to Provider are applicable, the City may suspend payment in whole or in part under this Agreement by providing written notice of suspension to Provider of such suspension and specifying the effective date of suspension, at least five business days before the effective date of suspension. On the effective date of suspension Provider may (but shall not be obligated to) continue to perform the Scope of Services in this Agreement, but Provider shall promptly cease using the Parks Use Areas, the City's logo and any other reference to the City in connection with such Scope of Services. All payments to Provider as of the date of suspension shall cease, except that the City shall continue to review and pay verifiable requests for payment for Scope of Services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City, prior to the effective date of such suspension. The City may also suspend any payments in whole or in part under any other agreements entered into between the City and Provider by providing separate written notice to Provider of each such suspension and specifying the effective date of suspension, which must be at least five business days before the effective date of such suspension, in any event the City shall continue to review and pay verifiable requests for payment as provided for in such other contracts for services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City prior to the effective date of such suspension. Provider shall be responsible for all direct and indirect costs associated with such suspension including reasonable attorney's fees. c. The City may terminate this Agreement by giving written notice to Provider of such termination and specifying the date of termination at least five (5) business days before the effective date of termination. In the event of such termination, the City may (a) request Provider to deliver to the City clear and legible copies of all finished or unfinished documents, studies, surveys, reports prepared and secured by Provider with Trust funds under this Agreement subject to the rights of Provider as provided for in Paragraphs G and H above; (b) seek reimbursement of any City funds which have been improperly paid to Provider under this Agreement; (c) terminate further payment of City funds to Provider under this Agreement, except that the City shall continue to review and pay verifiable requests for payment for services that were performed and/or deliverables that were substantially completed at the sole discretion of the City prior to the effective 453381 Substitute Draft Agreement Modified on Floor 10 At April 24, 2014 City Commission meeting date of such termination; and/or (d) terminate or cancel, without cause, any other contracts entered into between the City and Provider by providing separate written notice to Provider of each such termination and specifying the effective date of termination, which must be at least five (5) business days before the effective date of such termination, in which event the City shall continue to review and pay verifiable requests for payment as provided for in such other contracts or agreements for services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City prior to the effective date of such termination. Provider shall be responsible for all direct and indirect costs associated with such termination, including reasonable attorney's fees. d. The City may seek enforcement of this Agreement including but not limited to filing an action with a court of appropriate jurisdiction. Provider shall be responsible for all direct and indirect costs associated with such enforcement, including reasonable attorney's fees, costs, and any judgments entered by a court of appropriate jurisdiction, including all direct and indirect costs and reasonable attorneys' fees through conclusion of all appellate proceedings, and including any final settlement or judgment. e. The provisions of this Paragraph I shall survive the expiration or termination of this Agreement. J. TERMINATION BY EITHER PARTY The parties agree that this Agreement may be terminated by either party by written notice to the other party of intent to terminate at least thirty (30) calendar days prior to the effective date of such termination. K. INSURANCE REQUIREMENTS — (Also to be further reviewed with Risk Management and Provider regarding applicable provisions) Prior to, or on the date commencing the effective tern of this Agreement, Provider's insurance agent(s) shall provide to the City the following, as applicable: 1) Certificates of Insurance naming the City as an additional insured and the certificate holder on all applicable policies; and all applicable policies shall be maintained in full force and effect for the entire term of this Agreement. Or, 2) A letter of self-insurance indicating coverage applicable to a Florida municipal corporation required under this section or as determined by the City, except as required by Florida law for government entities. Failure by Provider to comply with Section K, shall be a material breach of this Agreement. The City will not disburse any funds under this Agreement until all required 453381 Substitute Draft Agreement Modified on Floor 11 At April 24, 2014 City Commission meeting Certificates of Insurance, or letter(s) of self-insurance have been provided to and have been approved by the City. Provider will carry insurance policies in the amounts and with the requirements indicated below: 1. Worker's Compensation Insurance covering all employees, non -incorporated independent contractors or consultants, and incorporated independent contractors or consultants that do not have worker's compensation coverage or a valid State of Florida exemption on file with the Department of Labor, as required by Florida Statutes, Chapter 440. In the event that the Provider is no longer exempt from obtaining Worker's Compensation insurance, the Provider must notify the City and provide the necessary certificate of insurance upon the termination of the exemption. The employer's liability portion will be $500,000/$500,000/$500,000 as a minimum. 2. Comprehensive General Liability insurance, to include sexual molestation, in an amount not less than $500,000 per occurrence and $1,000,000 aggregate in a policy year. Deductibles exceeding $1,000 are discouraged, unless Provider can provide financial statements to support a higher deductible. The City must be designated and shown as an additional insured and the certificate holder with respects to this coverage. The general liability policy must contain coverage for the following: a. Bodily Injury; b. Property Damage; c. No exclusions for Abuse, Molestation or Corporal Punishment; d. No endorsement for premises only operations. 3. Automobile liability coverage for all owned and/or leased vehicles of Provider and non -owned coverage for their employees and/or sub -contractors and transportation companies transporting program participants. The amount of coverage is $1,000,000 combined single limit per occurrence for bodily injury and property damage. The City must be designated and shown as an additional insured and the certificate holder with respects to this coverage. Coverage can be purchased as non -owned without hired auto coverage when the cost is prohibitive for hired automobile coverage such as the case with the Florida Automobile Joint Underwriting Association; but rental cars cannot be used in the course of Provider's regular operations. Rental cars may be used for travel to attend conferences outside the tri-county area. Transportation companies used by the Provider for the funded program must list the City as a certificate holder and as an additional insured. 453381 Substitute Draft Agreement Modified on Floor 12 At April 24, 2014 City Commission meeting 4. Automobile liability coverage for all owned and/or leased vehicles of Provider and non -owned coverage for their employees and /or sub -contractors not transporting program participants. The minimum amount of coverage is $300,000 combined single limit per occurrence for bodily injury and property damage. The City must be designated and shown as an "Additional Insured as Their Interest May Appear" with respects to this coverage. Coverage can be purchased as non -owned without hired auto coverage when the cost is prohibitive for hired automobile coverage such as the case with the Florida Automobile Joint Underwriting Association; but rental cars cannot be used in the course of Provider's regular operations. Rental cars may be used for travel to attend conferences outside the tri-county area. 5. If applicable, Special Events Coverage, as determined by the City. The liability coverage will be the same as the coverage and limits required for comprehensive general liability and the City must be designated and shown as "Additional Insured as Their Interest May Appear." Special Events policies are for short term functions and not meant to replace annual liability policies. The coverage is for the day or days of the event and must provide coverage the day prior and the day following the event. 6. If applicable, Professional Liability insurance, as determined by the City, with coverage 'amounts determined by the City's Risk Management Department, but not less than $250,000 per claim and in the aggregate. Defense costs may be inside the limits of liability and the policy can be written on claims made form. The City is not required to be named as an Additional Insured. Professional liability insurance is generally required when the scope of services uses professional services that require certification or license(s) to provide direct services to program participants. 7. Proof of Property Coverage is required when Provider has capital equipment owned by the City and said capital equipment is under the care custody and control of Provider. The City must be shown on the evidence of property coverage as a Loss Payee. Property coverage shall survive the expiration or termination of this Agreement until such time the ownership of the capital equipment is transferred to Provider or such capital equipment is returned to the City. 453381 Substitute Draft Agreement Modified on Floor 13 At April 24, 2014 City Commission meeting Certificate Holder Certificate holder must read: City of Miami, Florida c/o Risk Management Department, 9th Floor Miami Riverside Center 444 S.W. 2"d Avenue Miami, Florida 33130 Classification and Rating 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 the 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 reasonable approval of the City. Provider and or Provider's insurance agent, as applicable, shall notify the City, in writing, of any material changes in insurance coverage, including, but not limited, to any renewals of existing insurance policies, not later than thirty (30) days prior to the effective date of making any material changes to the insurance coverage except for ten (10) days for lack of payment changes. Provider shall be responsible for ensuring that all applicable insurances are maintained and submitted to the City for the duration of this Agreement. In the event of any change in Provider's Scope of Services, Composite Attachment A-1, or any change in Provider's Parks Use Areas, Composite Attachment A-2, the City may increase, waive or modify, in writing any of the foregoing insurance requirements. Any request by a Provider to decrease, waive or modify any of the foregoing insurance requirements shall be approved, in writing, by the City prior to any such decrease, waiver or modification. In the event that an insurance policy is canceled, lapsed or expired during the effective period of this Agreement, the City shall withhold all payments to Provider or the City may prohibit provider from using the Park Use Areas until a new Certificate of Insurance required under this section is submitted and approved by the City. The new insurance policy shall cover the time period commencing from the date of cancellation of the prior insurance policy. The City may require Provider to furnish additional and different insurance coverage, or both, as may be required from time to time under applicable federal or state laws or The City requirements. Provision of insurance by Provider, in no instance, shall be deemed to be a release, limitation, or waiver of any claim, cause of action or assessment that the City may have against Provider for any liability of any nature related to performance under this Agreement or otherwise. 453381 Substitute Draft Agreement Modified on Floor 14 At April 24, 2014 City Commission meeting All insurance required hereunder may be maintained by Provider pursuant to a master or blanket policy or policies of insurance. L. PROOF OF TAX STATUS Provider is required to keep on file the following documentation for review by the City: ■ The Internal Revenue Service (IRS) tax status determination letter, if applicable; and ▪ The most recent (two years) IRS form 990 or applicable tax return filing within six (6) months after Provider's fiscal year end or other appropriate filing period permitted by law; and • IRS form 941: employer's quarterly federal tax return. If required by The Children's Trust, Provider agrees to submit form 941 within thirty (30) calendar days after the quarter ends and if applicable, any state and federal unemployment tax filings. If form 941 and unemployment tax filings reflect a tax liability, then proof of payment must be submitted within sixty (60) calendar days after the • quarter ends; and ■ Provider's proposed schedule of use and actual use of the Park Use Areas for the Scope of Services throughout the term of this Agreement. Such proposed and actual uses shall be documented on an hourly basis for twenty-four (24) hours per day, seven (7) days per week, three hundred and sixty-five (365) days per year. M. NOTICES Written notices pursuant to this Agreement shall be sent to the addresses for each Party appearing on the first page of this Agreement. Notices to the City shall be marked to the attention of its City Manager, with copies to its Parks Director and City Attorney. Notices to Provider shall be marked to the attention of its , with copies to its and . It is each Party's responsibility to advise the other Party in writing of any changes in responsible personnel for accepting Notices under this Agreement; mailing address, and/or telephone number(s). N. AUTONOMY The Parties agree that this Agreement recognizes the autonomy of, and stipulates or implies no affiliation between, the contracting parties. Provider is only a recipient of funding support, as applicable; a user of the Parks Use Areas for the Scope of Services, and is not an employee, agent or instrumentality of the City, and Provider's agents and employees are not agents or employees of the City. 453381 Substitute Draft Agreement Modified on Floor 15 At April 24, 2014 City Commission meeting O. RECORDS, REPORTS, AUDITS AND MONITORING The provisions of this section shall survive the expiration or termination of this Agreement, consistent with Florida laws and with applicable IRS Code and U.S. Treasury Regulations provisions applicable to tax-exempt bond funded/improved public facilities. Except for changes to the total not to exceed amount payable and changes to the length of the effective tern, the City Manager is authorized pursuant to City Commission Resolution No. , adopted on , 2014, as the City's authorized representative for approving and executing alterations, variations, modifications, extensions, renewals, or waivers of the provision of this Agreement. Provider's is authorized pursuant to its Board Authorizing Resolution No. adopted on , 2014, as the Provider's authorized representative for approving and executing alterations, variations, modifications, extensions, renewals, or waivers of the provision of this Agreement . Any changes to this Agreement to change the total not to exceed amount payable and /or to change the length of the effective term shall require further City Commission approval(s). 1. Accounting Records Provider shall keep accounting records that conform to generally accepted accounting principles (GAAP). All such records will be retained by Provider for not less than five (5) years beyond the last date that all applicable terns of this Agreement have been complied with, final payment has been received and appropriate audits have been submitted to and accepted by the City. However, if any audit, claim, litigation, negotiation or other action involving this Agreement or modification hereto has commenced before the expiration of the retention period, then the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular retention period, whichever is later. 2. Financial Statement Audit Within one hundred and eighty (180) days of the close of its fiscal year, Provider's independent certified public accounting fire (CPA) must submit all of the following documents, electronically, to the City, which together comprise an annual financial statement audit conducted in accordance with GAAP and standards contained in Government Auditing Standards issued by the Comptroller General of the United States (The Yellow Book). The required items are: a) An annual financial statement audit, performed by a CPA firm that is licensed and registered to conduct business with the Florida Department of Business and Professional Regulation; and b) Written communication encompassing the requirements of AU-C section 265, "Communicating Internal Control Related Matters Identified in an Audit;" and 453381 Substitute Draft Agreement Modified on Floor 16 At April 24, 2014 City Commission meeting c) Written communication encompassing the requirements of AU-C section 260, "The Auditor's Communication With Those Charged With Governance;" and d) Written communication encompassing the requirements of Government Auditing Standards, that includes an "Independent Auditors' Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards; " and e) A Single Audit conducted in accordance with OMB Circular A-133, Audit of States, Local Government and Non -Profit Organizations or the Florida Single Audit Act, Florida Statutes 215.97, if applicable; and f) A Management Letter; if no Management Letter is prepared by Provider's CPA fine, then the CPA firm must expressly confirm, in writing, that no Management Letter was issued. If Provider's annual financial statement audit is prepared by the Florida Auditor General, then the due date for submitting the annual financial statement audit, as defined, is 270 days after the close of Provider's fiscal year. Electronic filing of the annual financial statement audit, as defined, must be sent by Provider's CPA firm to the following e-mail address: Providers that are required to have a Single Audit agree to have their CPA firm submit the schedule of expenditures pertaining to awards, summary schedule of prior audit findings, applicable auditor's reports and the corrective action plan, if applicable. 3. Program Specific Audit Within one hundred and eighty (180) days of the close of its fiscal year, Providers that are contracted for a combined total of $100,000 or more from the City are required to have their CPA finn submit a program specific audit related to the City contracts or agreements, electronically, in addition to the annual financial statement audit. The program specific audit shall be perfonned by an independent CPA firm that is licensed and registered to conduct business with the Florida Department of Business and Professional Regulation, has performed audits under Government Auditing Standards and is either a member of the AICPA or FICPA peer review program to include government engagement reviews. This program specific audit must encompass an audit of the City contract(s) as specified in Attaclunent D: Program Specific Audit Requirements. A Provider that does not meet the program specific audit threshold requirement will be exempt from the program specific audit requirement in the fiscal year that the audit threshold is not met. 4. Audit Extensions Audit extensions may be granted by the City upon receipt, in writing, of such request with appropriate justification by Provider and for a period of time not to exceed sixty (60) days after the initial due date. A copy of the engagement letter, along with the anticipated audit completion date and any concerns from Provider's CPA firm related to the audit 453381 Substitute Draft Agreement Modified on Floor 17 At April 24, 2014 City Commission meeting must accompany the request. Approved extension requests allow for the continuation of payment until such time that the extension expires. The annual financial statement audit and other financial information will be used in the evaluation of Provider's performance and overall fiscal health. In the event that either the annual financial statement audit or the program specific audit is not received in a timely manner and in accordance with the previously stated due dates; and an audit extension has not been approved, then the City shall withhold all payments to Provider until the documents are received and determined to be acceptable by the City. 5. Engagement Letters Audit Engagement Letters are due to the City thirty (30) days after Provider's fiscal year end. Provider agrees to submit an engagement letter for both the annual financial statement audit and the program specific audit, electronically, to Failure to submit an engagement letter may result in a breach of contract, or other remedy, as deemed appropriate by the City. 6. List of Approved Certified Public Accounting Firms To receive reimbursement for the preparation of the program specific audit, as defined, Provider must choose from a list of approved CPA fires, which are posted on the City website. Inclusion in this pre -approved CPA vendor pool requires a CPA firm to meet three (3) criteria, which are enumerated in Attachment B: Other Fiscal Requirements, Budget and Method of Payment. 7. Access to Records Provider shall permit access to all records including subcontractor records, which relate to this Agreement at its place of business during regular business hours. Provider agrees to deliver such assistance as may be necessary to facilitate a review or audit by the City to ensure compliance with applicable accounting, financial and programmatic standards. This would include access by the City, or its designee, to Provider's independent auditor's work papers for complying with federal, state and local requirements. The City reserves the right to require Provider to submit to an audit by an auditor of the City's choosing and at the City's expense. 8. Monitoring Provider agrees to permit the City personnel or contracted agents to perform random scheduled and/or unscheduled monitorings, reviews and evaluations of the program, the Scope of Services and compliance with the Parks Use Areas which are the subject of this Agreement, including any subcontracts under this Agreement, using the City's approved monitoring tools. The City or contracted agents shall monitor both fiscal/administrative and programmatic/use compliance with all the terns and conditions of this Agreement and the IRS Code and U.S. Treasury Regulations provisions for tax-exempt bond funded/improved public facilities. Provider shall permit the City or contracted agents to conduct site visits, client interviews, client assessment surveys, fiscal/administrative review, Parks Use Areas scheduled uses and actual uses, and other assessments deemed reasonably necessary at the City's sole discretion to fulfill the monitoring function. A 453381 Substitute Draft Agreement Modified on Floor 18 At April 24, 2014 City Commission meeting report of monitoring findings will be delivered to Provider and Provider will remedy all deficiencies cited within the period of time specified in the report. 9. Client Records — Discuss applicability Pursuant to Florida Statute 119.071(5), the City collects the last four digits of social security numbers of child participants of funded programs and services for the following purposes: (a) to research, track and measure the impact of The City funded programs and services in an effort to maintain and improve such programs and services for the future (individual identifying information will not be disclosed); and (b) to identify and match individuals and data within and among various systems and other agencies for research purposes. The City does not collect social security numbers for adult participants. Provider shall maintain a separate file for each participant. This file shall include all pertinent information regarding program enrollment and participation. At a minimum, the file will contain enrollment information (including parent registration consents and child demographics), service plans (as applicable), outcome measures (as set forth in Attachment A), and notes documenting referrals, special needs, or incident reports. These files shall be subject to the monitoring/review and inspection requirements under this contract, subject to applicable confidentiality requirements. All such records will be retained by Provider for not less than five (5) calendar years after the participant is no longer enrolled. Provider agrees to comply with all applicable state and federal laws on privacy and confidentiality. 10. Internal Documentation/Records Retention Provider agrees to maintain and provide for inspection to the City, during regular business hours the following as may be applicable, subject to applicable confidentiality requirements: (1) personnel files of employees which include hiring records, background screening affidavits, job descriptions, verification of education and evaluation procedures; and (2) authorized time sheets, records and attendance sheets to document the staff time billed to provide the Scope of Services, and proposed schedules of uses and actual uses of the Parks Use Areas pursuant to this Agreement; and (3) daily activity logs and monthly calendars of the provision of Scope of Services and uses of the Parks Use Areas pursuant to this Agreement; and (4) training modules; and (5) pre and post session questionnaires; and (6) all participant attendance records; and (7) participant consent and information release forms; and (8) agency policies and procedures; and (9) such other information related to Scope of Service and Parks Use Areas provisions as described in Composite Attachments A-1 and A-2 and as required by this Agreement for ongoing compliance with the IRS Code and U.S. Treasury Regulation provisions for tax-exempt bond funded/improved public facilities; all upon request by the City. Provider shall retain all records for not less than five (5) years beyond the last date that all applicable terms of this Agreement have been complied with and final payment has been received, and appropriate audits have been submitted to and accepted by the City and/or other appropriate agency. 453381 Substitute Draft Agreement Modified on Floor 19 At April 24, 2014 City Commission meeting 11. Confidentiality Provider and the City understand that during the course of performing the Scope of Services and in the course of using the Parks Use Areas hereunder, each party may have access to certain confidential and proprietary information and materials of the other party in order to further performance of the Scope of Services and compliant use of the Parks Use Areas. The Parties shall protect confidential information and comply with applicable federal and state laws on confidentiality to prevent unauthorized use, dissemination or publication of confidential information as each party uses to protect its own confidential information in a like manner. The Parties shall not disclose the confidential information to any third party (except that such information may be disclosed to such Party's attorneys), or to any employee of such Party who does not have a need to know such information, which need is related to performance of a responsibility hereunder. However, this Agreement imposes no obligation upon the Parties with respect to confidential infonnation which (a) was lawfully known to the receiving party before receipt from the other, (b) is or becomes a matter of public knowledge through no fault of the receiving party, (c) is rightfully received by the receiving party from a third party without restriction on disclosure, (d) is independently developed by or for that party, (e) is disclosed under operation of law, (f) is disclosed by the receiving party with the other party's prior written approval or (g) is subject to Chapter 119 of the Florida Statutes or is otherwise required to be disclosed by law. The confidentiality provision of this Agreement shall remain in full force and effect after the termination of this Agreement. Provider shall specifically require all sub -contractors to comply with this paragraph. 12. Data Security Obligation Provider shall maintain an appropriate level of data security for the personally identifiable information (PII) Provider is collecting or using in the performance of this Contract. PII is information that can uniquely identify, contact, or locate a single person or can be used with other sources to uniquely identify individuals. Provider shall maintain and adhere to a written Data Security Policy that addresses requirements regarding the protection of PII from unauthorized access and protection against data breaches and ensures Provider is in compliance with applicable federal and state standards with respect to transmission, receipt and storage of PII on Provider's computing network and as paper records. This policy shall address the topics of computer passwords, screensavers that lock computers, securing physical facilities, storing data, data use, data confidentiality agreements, and staff training related to the policy. Additionally, Provider is responsible for approving and tracking all Provider employees who request system or information access and ensuring that user access has been removed from all terminated employees of Provider 13. Withholding of Payment or Use of Parks Use Areas At the sole discretion of the City, payment may be withheld or use of Parks Use Areas may be withheld for non-compliance of contractual terms. The City will provide payment upon satisfactory compliance with the contractual terns as solely determined by the City. The City may pernit use of Parks Use Areas upon satisfactory compliance with the contractual terns as solely determined by the City. 453381 Substitute Draft Agreement Modified on Floor 20 At April 24, 2014 City Commission meeting P. MODIFICATIONS Any alterations, variations, modifications, extensions, renewals, or waivers of provisions of this Agreement including but not limited to amount payable and effective term shall only be valid when they have been reduced to writing, duly approved and signed by both Parties. Q. GOVERNING LAW & VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without regard to its conflicts of law provisions. Any controversies or legal problems arising out of the terms of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida. Each party shall be responsible for its own attorneys' fees, expenses, and all related costs. The Parties hereby agree to waive trial by jury. R. BACKGROUND SCREENING In accordance with Sections 943.0542, 984.01, Chapter 430, 435, 402, 39.001, and 1012.465 Florida Statutes, as applicable, employees, volunteers and subcontracted personnel who work in direct contact with children or who come into direct contact with children must complete a satisfactory Level 2 background screening prior to commencing work pursuant to this Agreement. For purposes of this section, the term "direct service provider" means a person 18 years of age or older, including a volunteer, who provides services to children, youth and their families. The tern does not include volunteers who assist on an intermittent basis for less than 20 hours per month. Level 2 Background screenings must be completed through the Florida Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal History System) Program. Satisfactory background screening documentation will be accepted for those agencies that already conduct business with either the Department of Children and Families (DCF) or the Department of Juvenile Justice (DJJ) or the Miami Dade County Public School System (MDCPS). A clearance letter from MDCPS Office of Employment Standards indicating the person has successfully completed a Level 2 screening will be accepted. If background screenings are completed with VECHS, then Provider shall complete Attachment E: "Affidavit for Level 2 Background Screenings" each for Agreement tenn. The Affidavit will cover employees, volunteers, and subcontractors perfonning services under this Agreement who are required to complete a Level 2 background screening as defined in this section. Provider shall keep Attachment E: "Affidavit for Level 2 Background Screenings" in Provider's personnel, volunteers, and sub -contractors files. Provider shall re -screen each employee, volunteer and/or subcontractor every five years. 453381 Substitute Draft Agreement Modified on Floor 21 At April 24, 2014 City Commission meeting S. CHILDREN WITH DISABILITIES AND THEIR FAMILIES Provider understands that the City expects Provider to meet the federal standards under the Americans with Disabilities Act. By policy of the City, providers must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. Notwithstanding anything to the contrary, Provider shall not be required to make any alteration to any public school building or other building or structure which is not owned by Provider. T. REGULATORY COMPLIANCE 1. Non-discrimination and Civil Rights Provider shall not discriminate against an employee, volunteer, or client of Provider on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, religion, ancestry, national origin, disability, or age, except that programs may target services for specific target groups as may be defined in the competitive solicitation. Provider shall demonstrate that it has standards, policies, and practices necessary to render services in a manner that respects the worth of the individual and protects and preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation, and ethnic backgrounds. Provider agrees to abide by Chapter 11A of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing and public accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits discrimination in employment and public accommodation; the Age Discrimination Act of 1975, 42 U.S.C. Section 6101, as amended, which prohibits discrimination in employment because of age; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which prohibits discrimination on the basis of disability; and the Americans with Disabilities Act, 42 U.S.C. §12101, et seq., which prohibits discrimination in employment and public accommodations because of disability. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, the City shall have the right to terminate all or any portion of this Contract. If Provider or any owner, subsidiary, or other finn affiliated with or related to Provider, is found by the responsible enforcement agency or the courts to be in violation of these laws, said violation will be a material breach of this Agreement and the City will conduct no further business with Provider. 2. Public Entities Crime Act Provider will not violate the Public Entities Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a Provider, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on an agreement 453381 Substitute Draft Agreement Modified on Floor 22 At April 24, 2014 City Commission meeting to provide any goods or services to the City, may not submit a bid on an agreement with the City for the construction or repair of a public building or public work, may not submit bids on leases of real property to the City, may not be awarded or perform work as a Provider supplier, sub Provider, or consultant under an Agreement with the City, and may not transact any business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in cancellation of this Agreement and recovery of all monies paid hereto, and may result in debarment from the City's competitive procurement activities. 3. Conflict of Interest Provider represents that the execution of this Agreement does not violate Miami Dade County's Conflict of Interest and Code of Ethics Ordinance, and Florida Statutes §112 as amended, which are incorporated herein by reference as if fully set forth herein. Provider agrees to abide by and be governed by these conflict of interest provisions throughout the course of this Agreement and in connection with its obligations hereunder. (Refer to http://www.miamidadeethics.corn/Publications/codeof ethics2010.pdf for the Code of Ethics Ordinance). 4. Compliance with Sarbanes-Oxley Act of 2002 Provider shall comply with the following applicable provisions of the Sarbanes-Oxley Act of 2002, including: • Provider agrees not to alter, cover up, falsify, or destroy any document that may be relevant to an official investigation. • Provider agrees not to punish whistleblowers or retaliate against any employee who reports suspected cases of fraud or abuse. 5. Licensing Provider (and subcontractor, as applicable,) shall obtain and maintain in full force and effect during the term of this Agreement any and all licenses, certifications, approvals, insurances, permits and accreditations, required by the State of Florida, Miami -Dade County, the City, the federal government, any other relevant municipalities or governmental authority. Provider must be qualified and registered to do business in the State of Florida both prior to and during the Agreement tern with the City. 6. Incident Reporting An incident is defined as any actual or alleged event or situation that creates a significant risk of substantial or serious harm to the physical or mental health, safety or wellbeing of a child participating in the program. Reportable incidents include, but are not limited to, allegations of abuse, neglect or exploitation of a child, injury of a participant, missing child or abandoned child, loss of property use for the program, or destruction of property used in the program. Provider shall immediately report knowledge or reasonable suspicion of abuse, neglect, or abandonment of a child, aged person, or disabled adult to the Florida Abuse Hotline on 453381 Substitute Draft Agreement Modified on Floor 23 At April 24, 2014 City Commission meeting the statewide toll -free telephone number (1-800-96-ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both Provider and its employees. Provider shall notify the Agreement manager of any incident as defined within three (3) days after Provider is informed of such incident. Provider shall provide written notification of the incident together with a copy of the incident report. The report must contain the following: (1) Name of reporter (person giving the notice) (2) Name and address of victim and guardian (3) Phone number where the reporter can be contacted (4) Date, time, and location of incident (5) Complete description of incident and injuries, if any Police report and actions taken shall be submitted to the City within fifteen (15) days of the incident. Provider shall provide written notification to the City, within seven (7) days of any legal action related to the incident. 7. Sexual Harassment Provider shall complete an incident report in the event a program participant, client or employee makes an allegation of sexual harassment, sexual misconduct or sexual assault by a Provider employee, volunteer or anyone arising out of the performance of this Agreement and Provider has knowledge thereof. Provider shall provide written notification to the City within three (3) business days after Provider is informed of such an allegation. Provider shall provide written notification to the City, within seven (7) business days, if any legal action which is filed as a result of such an alleged incident. 8. Proof of Policies Provider and subcontractor, as applicable, shall keep on file copies of its policies including but not limited to confidentiality, incident reporting, sexual harassment, non- discrimination, equal opportunity and/or affirmative action, Americans with Disabilities Act, and drug -free workplace. U. CONSENT - Discuss Applicability Provider must obtain parental/legal guardian consent for all minor participants to participate and/or for adult participants in the program for services; and to share information with the City for monitoring and evaluation purposes. Provider will ask participants to sign a voluntary Consent to Photograph form. The form is available in English, Spanish, and Creole and can be downloaded from The signed consent form for photography will be maintained at the program site, with a copy filed in the participant's record. The consent shall be part of the participants' registration form, and signed by parent/guardian before services commence or assessments are administered. .Any refusal of consent must be properly documented and signed by the parent or legal guardian on the consent form. 453381 Substitute Draft Agreement Modified on Floor 24 At April 24, 2014 City Commission meeting V. PROGRAMMATIC DATA REPORTING Demographic and service information on program participants will be provided to the City as part of City's research mission. Provider agrees to comply and participate in any data collection reporting, including participant data as required by the City and described in Attachment C to this Agreement, Programmatic Data and Reporting Requirements, subject to confidentiality requirements. In addition, Provider agrees to furnish the City with complete and accurate reports in the timefiame and format to be reasonably specified by the City, and as described in Attachment C. Provider must participate and provide agency (agency profile) and site(s) information to Switchboard of Miami 2-1-1, The City 24 hour helpline, as applicable and as defined in Attachment C: Programmatic Data Reporting Requirements. W. PUBLICITY Provider agrees that activities, services and events funded by or using the Parks Use Areas pursuant to this Agreements shall recognize the City as a funding source or a location provider. Provider shall ensure that all publicity, public relations, advertisements and signs within its control recognize the City for the support of all contracted activities. Upon written request to the Department, the use of the official City logo may be permissible. Provider shall use its best efforts to ensure that all media representatives, when inquiring with Provider about the activities funded by or being provided Parks Use Areas by this Agreement, are informed that the City is a funding source or a location provider, as applicable. Provider shall, if it possesses the appropriate technology, work with the Department regarding providing a link between the Provider's website and the City's website. X. PUBLICATIONS — (Discuss with Department, Provider, and Communications) Provider agrees to supply the City, without charge, up to three (3) copies of any publication developed in connection with implementation of programs addressed by this Agreement. Such publications will state that the program is supported by the City. Provider agrees that the City will have use of copyrighted materials developed under this Agreement to the extent provided in, and subject to, the provisions of Paragraphs G and H above. To the extent pennitted by the applicable journal or other publication source, Provider shall include the City logo and the following paragraph in all materials featuring programs funded by the City, including but not limited to newsletters, press releases, brochures, fliers, homepage of websites or any other materials for dissemination to the media or general public: 453381 Substitute Draft Agreement Modified on Floor 25 At April 24, 2014 City Commission meeting English: Provider Program Name is funded by the City of Miami, Florida. Espanol: Provider Program Name esta financiado_por La Ciudad De Miami, Florida Kreyol: Provider Program Name finanse_pa "The City of Miami, Florida" Note: In cases where funding by the City represents only a percentage of Provider's overall funding, the above language can be altered to read "The (organization) is funded in part by the City of Miami, Florida..." Y. HEADINGS, USE OF SINGULAR AND GENDER Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. Z. NON-COMPLIANCE WITH IRS PROVISIONS Provider understands and agrees that Provider shall pay any and all fines or penalties for its non-compliance with the IRS Code and U.S. Treasury Regulation provisions related to tax-exempt bond funded/improved public facilities. 453381 Substitute Draft Agreement Modified on Floor 26 At April 24, 2014 City Commission meeting AA. TOTALITY OF CONTRACT/SEVERABILITY OF PROVISIONS This Agreement with its attachments as referenced below contains all the terms and conditions agreed upon by the Parties: Composite: Attachment A-1: Scope of Services Attachment A-2: Park Use Areas Attachment A-3: City Resolution No. R-14- , dated , 2014 Attachment A-4: Provider Resolution dated , 2014 Attachment B: Other Fiscal Requirements, Budget, and Method of Payment, if applicable Attachment C: Programmatic Data and Reporting Requirements, if applicable Attachment D: Program Specific Audit Requirements, if applicable Attachment E: Affidavit for Level 2 Background Screenings Attachment F: Performance Improvement Plan, if applicable No other contract, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind the Parties. If any provision of this Agreement is held invalid or void, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. Amigos Together for Kids, Inc., d/b/a Amigos for Kids, a Florida not -for -profit organization Attest: Provider Federal ID# By: By: Name: Name: Title: Title: City of Miami, Florida, a municipal corporation By: Daniel J. Alfonso, City Manager Attest: By: Todd Hannon, City Clerk Approved as to Insurance Requirements: Approved as to Form and Correctness: By: By: Anne -Marie Sharpe Victoria Mendez, City Attorney Interim Risk Management Director This Agreement is not valid until signed by both parties. 453381 Substitute Draft Agreement Modified on Floor 27 At April 24, 2014 City Commission meeting Composite: Attachment A-1: Scope of Services Attachment A-2: Park Use Areas Attachment A-3: City Resolution No. R-14- , dated , 2014 Attachment A-4: Provider Resolution dated , 2014 453381 Substitute Draft Agreement Modified on Floor 28 At April 24, 2014 City Commission meeting ATTACHMENT B (If Applicable) (to be Discussed) OTHER FISCAL REQUIREMENTS, BUDGET and METHOD OF PAYMENT Cost Reimbursement Method of Payment The parties agree that this is a cost reimbursement method of payment contract; Provider shall be paid in accordance with the approved budget and/or approved budget amendments/revisions as set forth in this attachment. Provider also agrees to pay its subcontractors, vendors and employees for the fulfillment of services provided in this Agreement, on a timely basis. Invoice Requirements Supporting Documentation Requirements THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. 453381 Substitute Draft Agreement Modified on Floor 29 At April 24, 2014 City Commission meeting Attachment C Place Holder (replace this page with the revised Attachment C and remove all references to this place holder) 453381 Substitute Draft Agreement Modified on Floor 30 At April 24, 2014 City Commission meeting Attachment D (To be Discussed) Program Specific Audit Requirements THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. 453381 Substitute Draft Agreement Modified on Floor 31 At April 24, 2014 City Commission meeting ATTACHMENT E Affidavit for Level 2 Background Screenings Affidavit Affirming Compliance with Background Screening for Provider Personnel, Volunteers, and Subcontracted Personnel, as applicable. In accordance with Sections 943.0542, 984.01, Chapter 430, 435, 402, 39.001, and 1012.465 Florida Statutes, and pursuant to the requirements of Paragraph R. Background Screening of this Contract, the undersigned affiant makes the following statement under oath, under penalty of perjury, which is a first degree misdemeanor, punishable by a definite term of imprisonment not to exceed one year and/or a fine not to exceed $1,000, pursuant to Sections 837.012 and 775.082, Florida Statutes. STATE OF FLORIDA COUNTY OF MIAMI-DADE Before me, the undersigned authority, personally appeared (CEO/Executive Director) Authorized Provider Representative of (Provider Naive) who being by me first duly sworn, deposes and says: Naive of Contracted Provider (Signature of CEO/Executive Director/HR Director) Date I swear and affirm that the above -named contracted Provider is compliant with the requirements for personnel background screening detailed in Sections 943.0542, 984.01, Chapter 435, 402, 39.001, and 1012.465 Florida Statutes, as applicable, for all personnel having direct contact with children. Sworn to and subscribed before me at Miami -Dade County, Florida this _ day of , 20 by Who is personally known to me Who produced identification: Type of identification Signature of Notary Public State of Florida at Large Print, type or stamp name of notary public 453381 Substitute Draft Agreement Modified on Floor 32 At April 24, 2014 City Commission meeting My Commission Expires: 453381 Substitute Draft Agreement Modified on Floor 33 At April 24, 2014 City Commission meeting Attachment F Place Folder (replace this page with the Performance Improvement Plan, if necessary and remove all references to this place holder. If not needed delete this page) 453381 Substitute Draft Agreement Modified on Floor 34 At April 24, 2014 City Commission meeting CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and DATE: April 16, 2014 Members of the City Commission FROM: Daniel J. Ifo City Manage SUBJECT: Substitution for I PH. 1 — Exhibit: Amigos for Kids Agreem n REFERENCES: ENCLOSUR Please be advised that PH. 1 scheduled for the April 24, 2,014 City Commission revised to include the Exhibit (Amigos for Kids Agreement/ 1 Cl: Lara de Souza, Interim Director, Parks/and Recreation Department Luis Cabrera, Assistant City Manager;' Julia D. Hernandez, Agenda Coordipl/ator // // )LIOO1Q -sP — EY 10.v meeting is being CD 7,,,- • Draft for Review and Comment LLI _. 0...f*.. .gt „.z•- , PARKS AND RECREATION SERVICES AGREEMENT .!,." FOR ONGOING COMPLIANCE WITH PROVISIONS OF cs THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND CERTAIN U.S. TREASURY REGULATIONS PROMULGATED THF EUNDER BY AND BETWEEN THE CITY OF MIAIVH, FLOR A AND AMIGOS TOGETHER FOR KIDS, INC. FOR JOSE MARTI PARK / THIS PARKS AND RECREATION SERVICES if COMPLIANCE WITH PROVISIONS OF THE INTF NAL REVENUE CODE OF ieEMENTFOR ONGOING 1986, AS AMENDED, AND CERTAIN U.S. /TREASURY REGULATIONS PROMULGATED THEREUNDER ("AgreementY) is effective as of May 12, 2014 ("Effective Date") between the City of Miami, Fl944da, a Florida municipal corporation, whose principal address is 3500 Pan America' Drive, Miami, Florida ("City"), and Amigos Together for Kids, Inc., a Florida '-for-profit corporation with tax-exempt status under Section 501(c)(3) of the Interna evenue Code of 1986, as amended ("IRS Code"), whose address is , Miami, Florida 331("Provider"). CITALS: WHEREAS, the City has previou y entered into agreements with Provider to provide after school tutoring, counsel , computer education, instruction and program management, family events, cul, al, educational, and recreational activities (collectively, "Scope of Services", attached/and incorporated as Composite Attachment A-1 hereto) at various public facilities /located at the City's Jose Marti Park located at , Miami, Florida (collectively, "Park Use Areas", attached and incorporated/as Composite Attachment A-2 hereto); and WHEREAS, the City's public facilities at Jose Marti Park from time to time have been constructed and imp'roved with funding from various City and Miami -Dade County tax- exempt bond fund, which require ongoing compliance with the provisions of the Internal Revenue Code , f 1986, as amended ("IRS Code") and U. S. Treasury Regulations promulgated tl reunder ("U.S. Treasury Regulations"); and WHERE , although Provider periodically has received funding through the City and The Chil n's Trust to provide after school services for the City's Department of Parks and Re reation ("Department") for youth at Jose Marti Park, Provider also through donatj6ns has provided other family events, cultural, educational, and recreation activities THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 449358 Draft for Review and Conine n free and open to the public, has provided donations and in -kind se fees for improvements to the facilities, and has paid the City one dollax ($1 .00) per month for the use of the facilities to provide the services free of charge to the comniuruty/,'and WHEREAS, on 2014, the City Conunission, pursuan 6o Resolution No. R- I orated as Composite 14- (the "City Authorizing Resolution", attached and 9 Attachment A-3): (1) accepted and adopted the City Mana and the Department's recommendations and findings that pursuant to Section IS- , , a)(3)(c) of the Code of the City of Miami, Florida, as amended (the "Code"), compe., I lve negotiation methods and procedures were not practicable or advantageous for ob ing said Services, and waived competitive bidding methods and procedures for sai , , ervices, (2)'authorized the City .Manager to negotiate and execute a Parks and f ecreation Services Agreement for ongoing compliance with the provisions of th nternal Revenue Code of 1986, as Tr amended ("IRS Code") and certain U.S. reasy y Regulations promulgated thereunder ("U,S. Treasury Regulations"), in fornmn ac . ptable to the City Attorney and Bond Counsel, with Provider to continue to pr ide said Services for the contract period commencing as of May 12, 2014 throug ay 11, 2017, with the options to renew for two consecutive three-year penods, und, the same terms and conditions, and (3) firffier authorized the City Manager to neg .,1 ate and execute, �n form acceptable to the City Attorney and Bond Counsel, sq, further alterations, variations, modifications, extensions, renewals, or waivers ftat do not exceed the amount payable and do not change the length of the effecti,Wl�tcrm, in order to comply with IRS Code and the U.S. Treasury Regulation provisions,�A�nd WHEREAS, on 2014, Provider's Board of pursuant to not - for -profit corporation Res�'lution No. authoi-ized Provider's and to negotiate and, execute tNs Agreement and any and all further alterations, variaiions, modifications, extensions, renewals, or waivers that donot exceed the proogamiAtic term and any applicable not to exceed amount, and (2) to undertake all neces,#try actions on behalf of Provider for its compliance with the terms and conditions of�this Agreement, including but not limited to all requirements for compliance wit1kj4hie IRS Code and U.S, Treasury Regulation provisions. NOW, THKA , EFORE1, in consideration of the mutual covenants herein, the City and Provider (soketimes hereafter referred to as "Parties") agree as follows: The eff-petive term of this Agreement shall be from for the contract period commencing as of Mayl 12, 2014 through May 11, 2017, with the options to renew for two consecutive thredz ear periods, under the same terms and conditions, subject to ongoing compliance and/Provider's performance. 449358 Draft for Review and Comment THIS DOCUMENT |SASUBSTITUTION TOORIGINAL, BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS DOCUMENT, 2 B. TERMS OF RENEWAL, if applicable In the sole discretion of the City Manager, this Agreement may be renewed with the written acknowledgement of Provider. In considering the exercise of any Agreement renewal, and in accordance with the City Authorizing Resolution and Provider's Board authorization at such time(s) as applicable, renewal may not exceed a term equal to the term of the initial Agreement for a total maximum of three (3) tern as totaling nine (9) /tc years. The City Manager in his/her sole discretion will consider, is not limited to, the following: this 1. Provider meeting the performance requirements specific d. in Agreement. 2. Continued demonstrated and documented need for theiservices provided by Provider. 3, Program performance, fiscal performance, and compliance by Provider that is deemed satisfactory in City Manager's sole discretion, 4. Provider's compliance with IRS Code and VS. Treasury Regulation provisions related to the limitations on use of tax-exempt bon/financed/improved facilities, 5. If applicable to funding from the City to Proyeder, the City is prohibited from creating obligations in anticipation of budgeted revenu from one fiscal year to another without year to year extension provisions in the agrepient. 6. If applicable, the City in its sole dikretion will initiate re -negotiation of this Agreement before the Agreement tei ui expires. C. SCOPE OF SERVICES AND PON USE AREAS 1. Provider agrees to render serykes in accordance with the Scope of Services as set forth in Composite Attachment/A-1 in the Park Use Areas set forth in Composite Attachment A-2 hereto. Proviclr shall implement the Scope of Services and use the Park Use Areas in a manner deemed satisfactory to the City. Any modification to the Scope of Services or to the Park Use/Areas shall not be effective until approved, in writing, by the City and Provider, , / 2. The Scope of Semees' activities and performance rn asures and Provider's ongoing compliance use of )the Park Use Areas, as well as complete and accurate data, programming, and tiSe inforination will be used in the evaluation of Provider's overall performance and c/cimpliance. If applieabl, , Provider agrees that any funding provided by the City, pursuant to this Agreement wl be used exclusively for the Scope of Services in and for the benefit of Miami -Dade ourity residents. 4. Proviir and the City agree that except at such times as Provider is providing schedu191 approved activities under the Scope of Services in the Park Use Areas, such Park 1,,Se Areas shall remain open and available for other Parks users pursuant to the City' rules and regulations for Parks uses and in accordance with public access requ ements for compliance with the IRS Code and U.S. Treasury Regulation provisions related thereto. Provider and the City further agree that City through the Department's THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL 449358 Draft for Rewew and Comment CAN BE SEEN AT THE END OF THIS 3 DOCUMENT 449358 Draft for Review and Cornmeat Staff shall work with Provider to secure and protect from vandalism the facilities in the Park Use Areas where Provider and its donors have provided improvements. Provider and City further agree that except during such times that Provide is providing the schedule*i" approved activities under the Scope of Services in the Park Use Areas, neither Provider nor any other user shall have exclusive use of any Park Use Area. // D. TOTAL FUNDING, COMPENSATION, FEES, AND OTHER PA7MENTS 1. NOT APPLICABLE: Subject to the availability of funds, thOnaximum amount payable for Services rendered under this Agreement shall not exceed $ , with a required match of $ . Provider agrees that should available funding to The City be reduced, the amount payable under this Agreement yi11 be reduced at the sole option of the City. Provider agrees to adhere to Attachment B of this Contract: Other Fiscal Requirements, Budget and Method of Payment. 2. Fees: Provider shall pay a monthly use fee to the city of one dollar ($1.00) per nionth for the use of the Park Use Areas to provide the ScOpe of Services free of charge to the community. Provider understands and agrees that it shall be responsible for payment to the City of any other City fees, including but not limited to Special Events Permit Fees, as applicable pursuant to the City's Code, rules and regulations, as amended from time to time throughout the term of this Agreement. / 3. Other Payments: If applicable to a not -for -profit organization, Provider agrees to pay any other amounts that would be lega required to be paid pursuant to federal, state, county, city, or other local laws for Pr ider's Scope of Services. E. FISCAL MANAGEMENT (Applicable provisions to be determined) I. Double Billing and F'aymehis Provider costs or earnings claYmed under this Agreement may not also be claimed under any other Agreement or mint from the City or, unless such claim is denied by The Children's Trust, from ani other agency. Any claim for double payment by Provider shall be a material breach/of this Agreement. 2. No Supplanting of/Existing Public Funds The City funding may not be used as a substitute for existing resources or for resources that would otherwise be available for children's services, or to replace funding previously provided by, and Currently available from, local and state funding sources for the same purpose. A violOion of this section by provider shall be considered a material breach of this Agreernent/ 3. Capital 1l4uipment Capital eq rpnient is included in the definition of "property" under Florida Statutes, Chapter 2 4, and Florida Administrative Code, Section 691-73.001, and is ciefmed=as individual items with a value of $1,000 or greater which have a life expectancy of more THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 4 than one year. Provider is to maintain proof of Property Coverage in accordance with the insurance requirements prescribed in section K of this Agreement. Capital equipment purchased with City funds by Provider become assets of the City; are intended for the City funded programs; are owned by the City, and must be tagged at the time of purchase as an asset of the City. The City will work with Provider ;t'o tag the asset and receive all information regarding the capital equipment. Provider 'must maintain a record of any capital equipment purchased with funds provided by the City. When Provider is no longer funded by the City, the equipment will be returned to the City unless it is fully depreciated and Provider wishes to purchase such depreciated equipment from the City. Upon payment by Provider to the City at the depreciated cost, ownership of capital equipment will be transferred to Provider and removed from the City's fixed asset system if the capital equipment is fully depreciated and ,,in the possession of Provider. Provider can purchase the equipment at the depreciated cost with the approval of the City in accordance with the City Code's asset disposition requirements. If capital equipment is not purchased by Provider prior to the equipment being fully depreciated, Provider must return such capital equipment to the City before submission of the final invoice. In the event that property of the City is either damaged, lost, or stolen, while in Provider's possession, Provider is to perform all of the following: a) within five (5) business days provide written notification to the City Manager that the capital equipment has been either damaged, lost or stolen; b) provide a police report for lost or stolen items; or provide a written statement as to how the capital equipment was damaged; and c) reimburse the City for the value, as determined by the City. 4. Assignments and Subcontracts Provider shall not assign this Agreement to another party. Provider shall not sub -contract any services under the Scope of Services under this Agreement without prior written approval of the City. In any subcontract, Providershall incorporate appropriate language from this Agreement into each sub -contract and shall require each subcontractor providing services to be governed by the terms and conditions of this Agreement. Provider shall submit to,/the City a copy of each sub -contract to this Agreement within thirty (30) days of its execution. All sub -contracts with Provider must be executed within ninety (90) days of 7rovider's execution date. All subcontractors must agree to be monitored by Provider and the City, in the same manner as Provider under the terms of this Agreement. Provider acknowledges and agrees that the City and any subcontractor to this Agreement hake authority to communicate and exchange information about contract, program and/or scal issues. Provider waives any and all claims, demands, and/or legal action based up q n any such communications. Provider shall be responsible for all Services performed, and all expenses incurred, under this Agreern nt, including services provided and expenses incurred by any and all subcontracto s. The City shall not be liable to any subcontractor for any reimbursable expenses or liabilities incurred under any subcontract. Provider shall be solely liable for any expense or liabilities incurred under any subcontract. Provider shall hold harmless,. release, and defend, at Provider's expense, the City and its officials, employees, agents, and representatives against any claims, demands or actions related to any subcontract. 449358 Draft. for Review and Continent THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 449358 Draft for Review and Comment The City shall not provide funds to any subcontractor unless specifically agreed to in writing by the City with notification to the Provider. All payments to any contrae`ted subcontractor shall be paid directly by Provider to the subcontractor. The City yeserves the right to require verification from Provider and/or subcontractor of payment due for satisfactory work perfonied by the subcontractor. Provider and any subcontractor must be currently qualified and a've all applicable licenses, fees, and required governmental approvals to conduct business in the State of Florida, Miami -Dade County, and the City of Miami at the time ghat this Agreement and at the time that any subcontractor agreementare entered into an services are rendered. 5. Religious Purposes Providers and/or their faith -based community partners shall not use any funds provided under this Agreement to support any inherently reli�g$ious activities, including but not limited to, any religious instruction, worship, prosslytization, publicity or marketing materials. Any such use by Provider shall be a mnaterial breach of this Agreement . 6. Lobbying Provider shall not use any funds provided under this Agreement or any other funds provided by the City for lobbying any federal, state or local government or legislators. Any such use by Provider shall be a material breach of this Agreement. 7. Adverse Action or Proceeding Provider shall not use any funds under this Agreement, or any other funds provided by the City, for any legal fees, or for any action or proceeding against the City, its agents, employees, representatives, or officials. Any such use by Provider shall be a material breach of this Agreement. 8. Compliance Provider agrees to maintain and ensure its compliance, as applicable, with federal, state, county, and local laws. This includes, but is not limited to, adherence to IRS Code and U.S. Treasury Regulation provisions applicable to uses of tax-exempt bond funded/improved facilities, IRS rules and regulations requiring timely filing of tax documents to maintain tax-exempt status and payment of payroll taxes, as applicable, throughout the term of this Agreement. Provider further agrees to provide agency and site(s) infot on to Switchboard of Miami 211, the City24 hour:helpline.. F. INI)EMNIFIGATION BY PROVIDER I. GovernmentfEntity Subject to the imitations and sovereign immunity provisions of Florida Statute, Sec, 768.28, Provide shall indemnify and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages,. including THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS 6 DOCUMENT. attorneysfees and costs of defense, which its officers, employees, agents or/ instrumentalities may incur as a result of claims, demands, suits, causes of actions,,dr proceedings of any kind or nature arising out of, relating to or resulting fro , the performance of this Agreement by Provider or its employees, agents, servants, partners, Tartners, principals or subcontractors. / Subject to the limitations and sovereign immunity provisions of Floridd Statutes, Sec. 768.28, Provider shall pay all claims and losses in connection t1e4ewith and shall investigate and defend all claims, suits or actions of any kind or nat9x7e in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue therecr 2. All Other Providers Provider shall indemnify, release, and hold harmless the qi(y and its officers, employees, agents, representatives, and instrumentalities from any ail all liability, losses or damages, including reasonable attorneys' fees and costs of defer-0e, which the City or its officers, employees, agents or instrumentalities may incur as/a result of claims, demands, suits, causes of action or proceedings of any kind or ;nature arising out of, relating to or resulting from the performance of this Ag,reemenf/ by Provider or its employees, agents, servants, partners, principals or sub -contractors; except to the extent arising from the City's willful or wanton acts or omissions. , ' To the extent arising from a liability thathi's covered by the foregoing indemnification, Provider shall pay all claims and losses in', connection therewith and shall investigate and defend all claims, suits or actions of atiY kind or nature in the name of The Children's Trust, where applicable, including ,ppellate proceedings, and shall pay all costs, judgments, and reasonable aftomey's,fees which may issue thereon. Provider agrees that any insurance protection required by this Agreement or otherwise provided by Provider shall in no way limit the responsibility to indem_nify, keep and save harmless, and defend the City or its officers, employees, agents, representatives, and instrumentalities. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement. G. COPYRIGHTS AND RIGHT TO DATAJMATERIALS — (Applicability to be discussed) Where activities supported by this Agreement produce original writing, data, sound recordings, pictorial reproductions, drawings or other graphic representations and works of similar nature, the City has a license to reasonably use, duplicate and disclose such materials in whole ,Cr in part in a manner consistent with the purposes and terms of this, and to have others, acting on behalf of the City to do so, provided that such use does not compromise the .S.alidity of any copyright, trademark or patent. If the data/materials so developed are pbject to copyright, trademark or patent, legal title and every right, interest, claim 6r demand of any kind in and to any patent, trademark or copyright, or application for the same, will vest in Provider or with any applicable third party who has THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL 449358 Draft for Review and Comment CAN BE SEEN AT THE END OF THIS 7 DOCUMENT licensed or otherwise permitted Provider to use the same. Provider agrees to allow the City and others acting on behalf of the City to have reasonable use of the same consistent with the purposes and terms of Agreement, at no cost to the City provided that such use does not compromise the validity of such copyright, trademark or patent. H. OWNERSIHP AND LICENSING OF INTELLECTUAL PROPERTY This Agreement is subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records and public contracts. Accordingly, tO the extent permitted by Chapter 119, Florida Statutes, Provider retains sole ownership of intellectual property developed under this Agreement. Provider is responsible for payment of required licensing fees if intellectual property owned by other parties is incorporated by Provider into the services required under this Agreement. Such licensing should be in the exclusive name of Provider. Payment for any licensing fees o3; costs arising from the use of others' intellectual property shall be at the sole expense of rovider. Provider shall indemnify, release, defend and hold harmless the City, and its officials, employees, representatives, agents, and instrumentalities from liability of any nature or kind, including costs and expenses for or on account bf third party allegations that use of any intellectual property owned by the third party and provided, manufactured or used by the Provider in the performance of this. Agreemen'(violates the intellectual property rights of that third party. I. BREACH OF AGREEMENTAND RE,MEDIES 1. Breach A material breach by Provider shall h 've occurred under this Agreement if Provider through action or omission causes al» of the following: a. Fails to comply with Background Screening, as required under this Agreement. b. Fails to provide the Scope of Services outlined in Composite Attachment A-1 within the effective term of this Agreement; c. Fails to provide such Scope of Services within the outlined Park Use Areas set forth in Composite Attachment A-2 in compliance with the IRS Code and the U.S. Treasury Regulations applicable to tax-exempt bond fundedlimproved public facilities. ,/ d. Fails to correct an imminent safety concern or take acceptable corrective action; e. Ineffectively or improperly uses the City funds, if any, allocated under this Agreement; f Does not fu *sh and maintain the certificates of insurance required by this Agreement 8 determined by the City's Risk Management Department; g. Does not m et or satisfy the conditions of award required by this Agreement; 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 8 449358 Draft for Review and Comment h. If applicable, fails to submit, or submits incorrect or incomplete, proof of expenditures to support disbursement requests or advance funding disbursements; or, fails to submit, or submits incomplete or incorrect, detailed reports of requests for payment, expenditures or final expenditure reports; included, but not limited to , x". budgets, invoices, and amendments in any required City reporting system. i. Does not submit or submits incomplete or incorrect required reports pursuaiVfo the Scope of Services in this Agreement; j. Refuses to allow the City access to records or refuses to allow the Cityf6 monitor, evaluate and review Provider's program, including required cr.& data, and required Parks Use Area schedules and adherence thereto; k. Fails to comply with child abuse and incident reporting requirAents; 1. Attempts to meet its obligations under this Agredrient through fraud, misrepresentation or material misstatement; m Fails to correct deficiencies found during a morLidiring, evaluation or review within a specified reasonable time; n. Fails to meet the terms and conditions of any o figation or repayment schedule to the City or any of its agencies; o. Fails to maintain the confidentiality of clieRf files, pursuant to Florida and federal laws; p. Fails to fulfill in a timely and propeimanner any and all of its obligations, covenants, contracts and stipulations i/this Agreement. (1, Fails to submit an Annual Financial Statement Audit and a Program Specific Audit, as applicable, in accordae with Section 0 and Attachment D of this Agreement. r. Fails to submit an Audit Engagement Letter for both the Annual Financial Statement Audit and the Plogrbun Specific Audit within thirty (30) days after Provider's fiscal year end. Waiver of breach of any proions of this Agreement must be in writing signed by authorized representatives offioth parties, shall not be deemed to be a waiver of any other breach, and shall not be con. {rued to be a modification of the terms of this Agreement. 2. Remedies / If Provider fails to curl any breach within thirty (30) days after receiving written notice from the City identi mg the breach, the City may pursue any or all of the following remedies: a. The City fiay, at its sole discretion, enter into a written performance and eomplianc improvement plan with Provider to cure any breach of this Agreement as may be tnnissib1e under state or federal law. Any such remedial plan shall be an addition to this Agreement and shall not affect or render void or voidable any THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 9 449358 Draft for Review and Comment other provision contained in this Agreement, costs, or any judgments entered by a court of appropriate jurisdiction. 11 If payments from the City to Provider are applicable, the City may suspend payment in whole or in part under this Agreement by providing written notice of suspension to Provider of such suspension and specifying the/effective date of suspension, at least five business days before the effective date of suspension. On the effective date of suspension Provider may (but shall not be obligated to) continue to perform the Scope of Services in this Agreement, but Provider shall promptly cease using the Parks Use Areas, the City's logo and any other reference to the City in connection with such Scope of Services. All payments to Provider IS' as of the date of suspension shall cease, exc , t that the City shall continue to review and pay verifiable requests for paym nt for Scope of Services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City, prior to the effectiV6 date of such suspension. The City may also suspend any payments in whole orin part under any other agreements entered into between the City and Provided by providing separate written notice to Provider of each such suspension and specifying the effective date of suspension, which .must be at least five badness days before the effective date of such suspension, in any event the City shall continue to review and pay verifiable r idother requests for payment as prov' ed for in such contracts for services that were performed and/or for delivabies that were substantially completed at the sole discretion of the City prior/to the effective date of such suspension. Provider shall / be responsible for all direct and indirect costs associated with such suspension including reasonable riorney's fees. c. The City may te inate this Agreement by giving written notice to Provider of such tenninatioyi and specifying the date of termination at least five (5) business days before thil effective date of termination. In the event of such termination, the City may (a)frequest Provider to deliver to the City clear and legible copies of all finished orkrifinished dociunents, studies, surveys, reports prepared and secured by Provid6r with Trust funds under this Agreement subject to the rights of Provider .las provided for in Paragraphs G and H above; (b) seek reimbursement of any Ci funds which have been improperly paid to Provider under this Agree). ent; (c) terminate further payment of City funds to Provider under this Agree ent, except that the City shall continue to review and pay verifiable requpsts for payment for services that were performed and/or deliverables that wer substantially completed. at the sole discretion of the City prior to the effective date of such. termination; and/or (d) terminate or cancel, without cause, any other THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 10 contracts entered into between .the City and Provider by providing separate written notice to Provider of each such termination and specifying the effective date f termination, which must be at least five (5) business days before the effective/date of such termination, in which event the City shall continue to review/d pay verifiable requests for payment as provided for in such other contracts or agreements for services that were performed and/or for delivera/b1/es that were substantially completed at the sole discretion of the City prior to the effective date of such termination, Provider shall be responsible for all direand indirect costs associated with such termination, including reasonable attorrit'y's fees. d. The City may seek enforcement of this Agreement eluding but not limited to filing an action with a court of appropriate jtr sdiction. Provider shall be responsible for all direct and indirect costs as,sociated with such enforcement, including reasonable attorney's fees, costs, and any judgments entered by a .court of appropriate jurisdiction, including all direct and indirect costs and reasonable attorneys' fees through conclusion of all a, pellate proceedings, and including any final settlement or judgment. e. The provisions of this Paragraph I sh,Pi survive the expiration or termination of this Agreement. J. TERMINATION BY EITHER PARTY The parties agree that this Agreemenl(may be terminated by either party by written notice to the other party of intent to terrnate at least thirty (30) calendar days prior to the effective date of such tennination., K. INSURANCE REQUIREMENTS — (Also to be further reviewed with Risk Management and Provider regarding applicable provisions) Prior to, or on the date crnmencing the effective term of this Agreement, Provider's insurance agent(s) shall provide to the City the following, as applicable: 1) Certificates of Insurance naming the City as an additional insured and the certificate holder on all applicable policies; and all applicable policies shall be maintained in full force and effect for the entire term oft1s Agreement. Or, 2) A letter of s f-insurance indicating coverage applicable to a Florida municipal corporation require under this section or as determined by the City, except as required by Florida law for gov&nrnent entities. Failure by Provider to comply with Section K, shall be a material breach of this Agreement. The City will not disburse any funds under this Agreement until all required Certificates of Insurance, or letter(s) of self-insurance have been provided to and have been approved by the City. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL 449358 Draft for Review and Comment CAN BE SEEN AT THE END OF THIS 11 DOCUMENT, Provider will carry insurance policies in the amounts and with the require indicated below: 1. Worker's Compensation insurance covering all employees, rn-incorporated independent contractors or consultants, and incorporated ind/pendent contractors or consultants that do not have worker's compensation corfage or a valid State of Florida exemption on file with the Department of Labol., as required by Florida Statutes, Chapter 440. In the event that the Providf is no longer exempt from obtaining Worker's Compensation insurance, the Pr6vider must notify the City and provide the necessary certificate of insurance/upon the termination of the exemption. The employer's liability portion• w'4/1 be $500,000/$500,000/$500,000 as a nummum. 2. Comprehensive General Liabili insurance, to include sexual molestation, in an amount not less than $500,000 er occurrence and $1,000,000 aggregate in a policy year. Deductibles exceeding$1,000 are discouraged, unless Provider can provide financial statements to s/ipport a higher deductible. The City must be designated and shown as an a9ditional insured and the certificate holder with respects to this coverage. The;general liability policy must contain coverage for the following: a. Bodily Inju , b. Property , amage; c. No exclngions for Abuse, Molestation or Corporal Punishment; d. No enthirsement for premises only operations. Automobile liability,Coverage for all owned and/or leased vehicles of Provider and non -owned coverage for their employees and/or sub -contractors and transportation companies transporting program participants. The amount of coverage is $1,000,000 comoined single limit per occurrence for bodily injury and property damage. The city must be designated and shown as an additional insured and the certificate holder with respects to this coverage. Coverage can be purchased as non -owned Without hired auto coverage when the cost is prohibitive for hired automobile coverage such as the case with the Florida Automobile Joint Underwriting Association; but rental cars cannot be used in the course of Provider's/regular operations. Rental cars may be used for travel to attend conferences outside the tri-county area. 'Transportation companies used by the Provider `or the funded program must list the City as a certificate holder and as an addition 1 insured. 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 12 4. Automobile liability coverage for all owned and/or leased vehicles, 6f Provider and non -owned coverage for their employees and /or sub -contractors not transporting program participants. The rninimu.ni amount of coverage is $300,000 combined single limit per occurrence for bodily injury and property damage. The City must be designated and shown as an "Additional Insured as Their Interest May Appear" with respects to this coverage. Coverage can be purchased as non -owned without hired auto coverage when the cost is prohibitive for hired automobile coverage such as the case with the F1arida Automobile Joint Underwriting Association; but rental cars cannot be ;used in the course of Provider's regular operations. Rental cars may bej liused for travel to attend conferences outside the tri-county area. 5. If applicable, Special Events Coverage:; as detettoined by the City, The liability coverage will be the same as the coverage and limits required for comprehensive general liability and the City must be designated and shown as "Additional Insured as Their Interest May Appear." Special Events policies are for short tem.' functions and not meant t6 replace annual liability policies. The coverage is for the day or days of thevent and must provide coverage the day prior and the day following the event 6. If applicable, Professional Liability insurance, as determined by the City, with coverage amounts determined by the City's Risk Management Department, but not less than S250,000 per claim and in the aggregate. Defense costs may be inside the limits of liability and the policy can be written on claims made form. The City is not required to be named as an Additional :Insured. Professional liability insurance is ,generally required when the scope of services uses professional services /that require certification or license(s) to provide direct services to program participants. i 7. Proof of! Property Coverage is required when Provider has capital equipment owned by the City and said capital equipment is under the care custody and control of provider. The City must be shown on the evidence of property coverage as a'Loss Payee. Property coverage shall survive the expiration or termination f this Agreement until such ti:ine the ownership of the capital equipment 's transferred to Provider or such capital equipment is returned to the City. /t 449358 Draft for Review and Cornnient THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 13 Certificate Holder Certificate holder must read; City of Miami, Florida c/o Risk Management Department, 9' Floor Miami Riverside Center 444 S.W. 2nd Avenue Miami, Florida 33130 Classification and Rating All insurance policies required above shall be issued by compani6 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 managtment, and no less than "Class V" as the 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 reasonable approval of the City. Provider and or Provider's insurance agent, as ap icable, shall notify the City, in writing, of any material changes in insurance coverage, eluding, but not limited, to any renewals of existing insurance policies, not later than th,i (30) days prior to the effective date of making any material changes to the insuranc91/coverage except for ten (10) days for lack of payment changes. Provider shall be sponsible for ensuring that all applicable insurances are maintained and submitted totiie City for the duration of this Agreement. In the event of any change in Provider' cope of Services, Composite Attachment A-1, or any change in Provider's Parks Us/Areas. Composite Attachment A-2, the City may increase, waive or modify, in writin any of the foregoing insurance requirements, Any request by a Provider to decreas9; waive or modify any of the foregoing insurance requirements shall be approved, in/writing, by the City prior to any such decrease, waiver or modification. In the event that an insurance/policy is canceled, lapsed or expired during the effective period of this Agreement, tlit City shall withhold all payments to Provider or the City may prohibit provider from/Using the Park Use Areas until a new Certificate of Insurance required under this sectiop is submitted and approved by the City. The new insurance policy shall cover the tire period commencing from the date of cancellation of the prior insurance policy. / The City may require Provider to Amish additional and different insurance coverage, or both, as may be required from time to time under applicable federal or state laws or The City requirements/rovision of insurance by Provider, in no instance, shall be deemed to be a release, limita on, or waiver of any claim, cause of action or assessment that the City may have against rovider for any liability of any nature related to performance under this Agreement orLbtherwise. 449358 Draft eview and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 14 All insurance required hereunder may be maintained by Provider pursuant to a master or blanket policy or policies of insurance. L. PROOF OF TAX STATUS Provider is required to keep on file the following documentation for review by the City; The Internal Revenue Service (IRS) tax status determination,Ietter, if applicable; and The most recent (two years) IRS form 990 or applicable tth‹. return filing within six (6) months after Provider's fiscal year end or other appropriate filing period permitted by law; and IRS form 941; employer's quarterly federal tax' return. If required by The Children's Trust, Provider agrees to submit form 941 within thirty (30) calendar days after the quarter ends and if applicable, wily state and federal unemployment tax filings, If form 941 and unemployment,tax filings reflect a tax liability, then proof of payment must be submitted within sixty (60) calendar days after the quarter ends; and Provider's proposed schedule of use api Mal use of the Park Use Areas for the Scope of Services throughout the f,eh( of this Agreement. Such proposed and actual uses shall be documented onian °Lilly basis for twenty-four (24) hours per day, seven (7) days per week, thret hundred and sixty-five (365) days per year. M. NOTICES Written notices pursuant to this Agreement shall be sent to the addresses for each Party appearing on the first page of this Agreement. Notices to the City shall be marked to the attention of its City Manager, with copies to its Parks Director and City Attorney. Notices to Provider shall be ivar;ked to the attention of its , with copies to its and / . It is each Party's responsibility to advise the other Party in wring of any changes in responsible personnel for accepting Notices under this Agreeme t; mailing address, and/or telephone number(s). N. AUTONOMY The Parties agree that ;his Agreement recognizes the autonomy of, and stipulates or implies no affiliation etween, the contracting parties. Provider is only a recipient of funding support, as a icable; a user of the Parks Use Areas for the Scope of Services, and is not an emplo ee, agent or instrumentality of the City, and Provider's agents and employees are not al, n s or employees of the City. 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 15 O. RECORDS, REPORTS, AUDITS AND MONITORING The provisions of this section shall survive the expiration or termination of this Agreement, consistent with Florida laws and with applicable IRS Code and U.S. Treasury Regulations provisions applicable to tax-exempt bond funded/improved public facilities, Except for changes to the total not to exceed amount payable and changes to the length of the effective term, the City Manager is authorized pursuant to City Commission Resolution No. , adopted on , 2014, as the City's authorized representative for approving and executing alterations, variations, modffleations, extensions, renewals, or waivers of the provision of this Agreement. Provider's is authorized pursuant to its Board Authorizing Resolution No. adopted on , 2014, as the Provider's authorized representative for approving and executing alterations, variations, modifications, extensions, renewals, or waivers of the provision of this Agreement . Any changes to this Agreement to change the total not to exceed amount payable and /or to change the length of the effective term shall require further City Commission approval(s). 1. Accounting Records Provider shall keep accounting records that conform to generally accepted accounting principles (GAAP). All such records will be retained by Provider for not less than five (5) years beyond the last date that all applicable terms of this Agreement have been complied with, final payment has been received and appropriate audits have been submitted to and acceptil by the City. However, if any audit, claim, litigation, negotiation or other ac,tion involving this Agreement or modification hereto has commenced before the expiration of the retention period, then the records shall be retained until cornplef n of the action and resolution of all issues which arise from it, or until the end of the re rular retention period, whichever is later. 2. Financial Sta 'went Audit Within one hun ed and eighty (180) days of the close of its fiscal year, Provider's independent celtified public accounting firm (CPA) must submit all of the following documents, e$etronically, to the City, which together comprise an annual financial statement apidit conducted in accordance with GAAP and standards contained in Governmell Auditing Standards issued by the Comptroller General of the United States (The 'Yell zw Book). The required items are: a) n annual financial statement audit, performed by a CPA firm that is licensed and gistered to conduct business with the Florida Department of Business and Professional Regulation; and b) Written communication encompassing the requirements of AU-C section 265, "Communicating Internal Control Related Matters Identified in an Audit;" and 4493 8 Draft for Revim and Common THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN Al THE END OF THIS DOCUMENT, 16 c) Written communication encompassing the requirements of AU-C section 260, "The Auditor's Communication With Those Charged With Governance;" and d) Written communication encompassing the requirements of Government Auditing, - Standards, that includes an "Independent Auditors' Report on Internal Co2tr6 over Financial Reporting and on Compliance and Other Matters Baseck6n an Audit of Financial Statements Performed in Accordance with Q,ernment Auditing Standards,." and e) A Single Audit conducted in accordance with OMB Circulv/A-133, Audit of States, Local Government and Non -Profit Organizations pi the Florida Single Audit Act, Florida Statutes 215.97, if applicable; and f) A Management Letter; if no Management Letter is &pared by Provider's CPA firm, then the CPA firm must expressly confirm, j,:writing, that no Management Letter was issued. If Provider's annual financial statement audit is pre ared by the Florida Auditor General, then the due date for submitting the annual finial statement audit, as defined, is 270 days after the close of Provider's fiscal year. Electronic filing of the annual financial statement audit, as defined, must be sent by Provider's CPA firm to the following e-rn‘il address: Providers that are required to have a Single Audit agree to have their CPA firm submit the schedule of expenditures pertaining/to awards, summary schedule of prior audit findings, applicable auditor's reports and the corrective action plan, if applicable. 3. Program Specific Audit/ Within one hundred and eighty (180) days of the close of its fiscal year, Providers that are contracted for a combined total of $100,000 or more from the City are required to have their CPA firm submit a program specific audit related to the City contracts or agreements, electronically, in addition to the annual financial statement audit, The program specific audit shall be performed by an independent CPA firm that is licensed and registered conduct business with the Florida Department of Business and Professional R7gulation, has performed audits under Government Auditing Standards and is either a rnOnber of the AICPA or FICPA peer review program to include government engagement' reviews. This program specific audit must encompass an audit of the City contract(s)as specified in Attachment D: Program Specific Audit Requirements. A Provider that does not meet the program specific audit threshold requirement will be exempt from the program specific audit requirement in the fiscal year that the audit threshold is not met. 4i Audit Extensions udit extensions may be granted by the City upon receipt, in writing, of such request with appropriate justification by Provider and for a period of time not to exceed sixty (60) days after the initial due date. A copy of the engagement letter, along with the anticipated audit completion date and any concerns from Provider's CPA firm related to the audit 449338 Draft for Review and Comment TIIIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 17 must accompany the request. Approved extension requests allow for the continuation 9f/ payment until such time that the extension expires. The annual financial statement audit and other financial information will be usd in the evaluation of Provider's performance and overall fiscal health. ha the event that either the annual financial statement audit or the prograM specific audit is not received in a timely manner and in accordance with the previouslyStated due dates; and an audit extension has not been approved, then the City shall withhold all payments to Provider until the documents are received and determined to be acceptable by the City. 5. Engagement Letters Audit Engagement Letters are due to the City thirty (30) daysafter Provider's fiscal year end. Provider agrees to submit an engagement letter for both the annual financial statement audit and the program specific audit, electronically, to audits@theclaildrenstrustorg Failure to submit an engagement letter may result in a breach of contract, or other remedy, as deemed appropriate by the City. 6. List of Approved Certified Public Accounting, Firms To receive reimbursement for the preparation of the program specific audit, as defined, Provider must choose from a list of approved CPA firms, vhich are posted on the City website. Inclusion in this pre -approved CPA vendor pool requires a CPA firm to meet three (3) criteria, which are enumerated in' Attachment B. Other Fiscal Requirements, Budget and Method of Payment. 7. Access to Records Provider shall permit access to all records including subcontractor records, which relate to this Agreement at its place of business during regular business hours. Provider agrees to deliver such assistance as may be necessary to facilitate a review or audit by the City to ensure compliance with applicable accounting, financial and programmatic standards. This would include access by the/City, or its designee, to Provider's independent auditor's work papers for complying with' federal, state and local requirements. The City reserves the right to require Provider to/submit to an audit by an auditor of the City's choosing and at the City's expense. 8. Monitoring Provider agrees to pen-nit/the City personnel or contracted agents to perform random scheduled and/or unschedfiled monitorings, reviews and evaluations of the program, the Scope of Services and c pliance with the Parks Use Areas which are the subject of this Agreement, including aiy subcontracts under this Agreement, using the City's approved monitoring tools. The ity or contracted agents shall monitor both fiscal/administrative and programmatic/use compliance with all the terms and conditions of this Agreement and the IRS Code aid U.S. Treasury Regulations provisions for tax-exempt bond funded/improved public facilities. Provider shall permit the City or contracted agents to conduct site visits, client interviews, client assessment surveys, fiscal/administrative review, Parks Use Areas scheduled uses and actual uses, and other assessments deemed reasonably necessary at the City's sole discretion to fulfill the monitoring function. A 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU M ENT. 18 report of monitoring findings will be delivered to Provider and Provider will remedy all deficiencies cited within the period of time specified in the report. 9. Client Records — Discuss applicability Pursuant to Florida Statute 119.071(5), the City collects the last four digits of ykial security numbers of child participants of funded programs and services for the f9liowing purposes: (a) to research, track and measure the impact of The City funded prggiums and services in an effort to maintain and improve such programs and services,f6r the future (individual identifying information will not be disclosed); and (b) to identify and match individuals and data within and among various systems and otber agsies for research purposes. The City does not collect social security numbers for adult/ articipants, Provider shall maintain a separate file for each participant. /Th1S file shall include all pertinent information regarding program enrollment and part) ipation. At a minimum, the file will contain enrollment information (including parent r/egistration consents and child demographics), service plans (as applicable), outco e measures (as set forth in Attachment A), and notes documenting referrals, specialspeca1 needs, or incident reports. These files shall be subject to the monitoring/review and/inspection requirements under this contract, subject to applicable confidentiality re/qiiirements. All such records will be retained by Provider for not less than five (5) calendar years after the participant is no longer enrolled. Provider agrees to comply N•yilh all applicable state and federal laws on privacy and confidentiality. / 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OP THIS DOCUMENT, 19 10. Internal Documentation/Records Retention Provider agrees to maintain and provide for inspection to the City, during regular buse'S's' hours the following as may be applicable, subject to applicable confideAality requirements: (I) personnel files of employees which include hiring records, b &ground screening affidavits, job descriptions, verification of education and evaluatio rocedures; and (2) authorized time sheets, records and attendance sheets to documept the staff time billed to provide the Scope of Services, and proposed schedules of uses/Aid actual uses of the Parks Use Areas pursuant to this Agreement; and (3) daily activit'5, logs and monthly calendars of the provision of Scope of Services and uses of the PaO' Use Areas pursuant to this Agreement; and (4) training modules; and (5) pre and posf session questionnaires; and (6) all participant attendance records; and (7) participayri consent and information release forms; and (8) agency policies and procedures; and (9) such other information related to Scope of Service and Parks Use Areas provisions as described in Composite Attachments A-1 and A-2 and as required by this AVeement for ongoing compliance with the IRS Code and U.S. Treasury Regulation/provisions for tax-exempt bond fimded/improved public facilities; all upon request IV the City. Provider shall retain all records for not less than/five (5) years beyond the last date that all applicable tetins of this Agreement have been/complied with and final payment has been received, and appropriate audits have been ibrniffed to and accepted by the City and/or other appropriate agency. 11. Confidentiality Provider and the City understand that during the course of performing the Scope of Services and in the course of using/the Parks Use Areas hereunder, each party may have access to certain confidential and/proprietary information and materials of the other party in order to further performance/Of the Scope of Services and compliant use of the Parks Use Areas. The Parties shall protect confidential information and comply with applicable federal and state laws on cp'nfidentiality to prevent unauthorized use, dissemination or publication of confidential/information as each party uses to protect its own confidential information in a like manner. The Parties shall not disclose the confidential information to any third party (except that such information may be disclosed to such Party's attorneys), or to any employee of such Party who does not have a need to know such information, which need is related to performance of a responsibility heretmder. However, this Agreement imposes no obligation upon the Parties with respect to confidential information which (a) was lawfully known to the receiving party before receipt from the other, (b) is or becomes a matter of public knowledge through no fault of the receiving party, (c) is rightfully received by the receiving party from a third party without restriction on :li.sclosure, (d) is independently developed by or for that party, (e) is disclosed under operation of law, (f) is disclosed by the receiving party with the other party's prior \ritten approval or (g) is subject to Chapter 119 of the Florida Statutes or is otherwise required to be disclosed by law, The confidentiality provision of this Agreement shall remain in full force and effect after the termination of this Agreement. Provider shall specifically require all sub -contractors to comply with this paragraph. 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 20 12, Data Security Obligation Provider shall maintain an appropriate level of data security for the personally klefitifiable information (P11) Provider is collecting or using in the performance of this Contract PII is information that can uniquely identify, contact, or locate a single person/pi can be used with other sources to uniquely identify individuals. Provider shall maintain and adhere to a written Data Security Policy that addresses requirements regarding protection of PI' from unauthorized access and protection against data breaches andsnsures Provider is in . , compliance with applicable federal and state standards with respect to transmission, receipt and storage of PII on Provider's computing network 44 as paper records. This policy shall address the topics of computer passwords, screerdavers that lock computers, securing physical facilities, storing data, data use, data confidentiality agreements, and staff training related to the policy. Additionally, Provider i§ responsible for approving and tracking all Provider employees who request system or/information access and ensuring that user access has been removed from all tenninated,imployees of Provider 13. Withholding of Payment or Use of Parks Use/Areas At the sole discretion of the City, payment may 'he withheld or use of Parks Use Areas may be withheld for non-compliance of contractual terms. The City will provide payment upon satisfactory compliance with the contractual terms as solely determined by the City. The City may permit use of Parks Use Areas upon satisfactory compliance with the contractual terms as solely determined by Pie City. P. MODIFICATIONS Any alterations, variations, modifications, extensions, renewals, or waivers of provisions of this Agreement including but not limited to amount payable and effective term shall only be valid when they have been reduced to writing, duly approved and signed by both Parties. Q. GOVERNING LAW & VENU E This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without regard to its conflicts of law provisions. Any controversies or legal problems arising out of the terms of this Agreement and any action involving the enforeemOt or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit, in and for, Miami -Dade ii County, Florida. Each arty shall be responsible for its own attorneys' fees, expenses, and all related costs. The Pi -ties hereby agree to waive trial by jury. / R. BACKGROUN SCREENING In accordance with Sections 943.0542, 984.01, Chapter 430, 435, 402, 39.001, and 1012.465 Florida atutes, as applicable, employees, volunteers and subcontracted personnel who work in direct contact with children or who come into direct contact with children must complete a satisfactory Level 2 background screening prior to commencing work pursuant to this Agreement. 449355Dr for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 21 For purposes of this section, the term "direct service provider" means a person 18 years of - age or older, including a volunteer, who provides services to children, youth anj-ir families. The term does not include volunteers who assist on an intermittent basi for less than 20 hours per month. Level 2 Background screenings must be completed through the Floriclp. Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal'History System) Program. Satisfactory background screening documentation will accepted for those agencies that already conduct business with either the Departnient of Children and Families (DCF) or the Department of Juvenile Justice (DJJ) orithe Miami Dade County Public School System (MDCPS). A clearance letter from MD$?S Office of Employment Standards indicating the person has successfully completedLevel 2 screening will be accepted. If background screenings are completed with 'VECOS, then Provider shall complete Attachment E: "Affidavit for Level 2 Background Sc each for Agreement term. The Affidavit will cover employees, volunteers, ayd subcontractors performing services under this Agreement who are required to comppte a Level 2 background screening as defined in this section. Provider shall keep?Attachment E: "Affidavit for Level 2 Background Screenings" in Provider's personnel, volunteers, and sub -contractors files. Provider shall re -screen each employee, volunteer and/or subcontractor every five years. S. CHILDREN WITH DISABILITIES,AND THEIR FAMILIES Provider understands that the City expects Provider to meet the federal standards under the Americans with Disabilities Act. By policy of the City, providers must also implement reasonable programmatic accommodations to include children with disabilities and their farnilies, whenever possible. Notwithstanding anything to the contrary, Provider shall not be required to make any alteration to any public school building or other building or structure which is riot owned, by Provider. / T. REGULATORY COIVI,PLIANCE 1. Non-discrimination ama Civil Rights Provider shall not disci.' inate against an employee, volunteer, or client of Provider on the basis of race, col r, gender, pregnancy, marital status, familial status, sexual orientation, religion, cestry, national origin, disability, or age, except that programs may target services f r specific target groups as may be defined in the competitive solicitation. Provider shall dr onstrate that it: has standards, policies, and practices necessary to render services a manner that respects the worth of the individual and protects and preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation, and ethnic backgrounds. 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 22 Provider agrees to abide by Chapter 11A of the Code of Miami -Dade County ("Connty Code), as amended, which prohibits discrimination in employment, housing aric,14/yublic accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits discrimination in employment and public accommodation; the Age Discrirr*on Act of 1975, 42 U.S.C. Section 6101, as amended, which prohibits disdrimination in employment because of age; Section 504 of the Rehabilitation Act of 1473, 29 U.S.C, § 794, as amended, which prohibits discrimination on the basis of/disability; •and the Americans with Disabilities Act, 42 U.S.C. §12101, et seq., which prohibits discrimination in, employment and public accommodations because of disability. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, the City shall have the right to terminate all or any portion of this Contract, If Provider or any owner, subsidiary, or other firm affiliated' with or related to Provider, is found by the responsible enforcement agency or the courts to be in violation of these laws, said violation will be a material breach of this Agreement and the City will conduct no further business with Provider, 2. Public Entities Crime Act Provider will not violate the Public Entities' Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a Provider, consultant or other provider and who has/been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on an agreement to provide any goods or services to the City, may not submit a bid on an agreement with the City for the construction or repair of`a public building or public work, may not submit bids on leases of real property to the City, may not be awarded or perform work as a Provider supplier, sub Provider, or consultant under an Agreement with the City, and may not transact any business with the/City in excess of the threshold amount provided in Section 287.017, Florida Statutes; for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in cancellation of this Agreement and recovery of all monies paid hereto, and may result in debarment from the City's competitive procurement activities, 3. Conflict of Interest Provider represents that the execution of this Agreement does not violate Miami Dade County's Conflict of interest and Code of Ethics Ordinance, and Florida Statutes §112 as atnended, which are incorporated herein by reference as if fully set forth herein. Provider agrees to abide by andbe governed by these conflict of interest provisions throughout the IC course of this Agree ent and in connection with its obligations hereunder. (.Refer to httn://www.miamida eethics.coin/Publications/code of ethics2010.pdf for the Code of Ethics Ordinance). ' 4. Compliance with Sarbanes-Oxley Act of 2002 Provider shall comply with the following applicable provisions of the Sarbanes-Oxley Act of 2002, including: • Provider agrees not to alter, cover up, falsify, or destroy any document that may be relevant to an official investigation. 449358 Draftfor Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 23 • Provider agrees not to punish whistleblowers or retaliate against any employee who reports suspected cases of fraud or abuse. 5. Licensing Provider (and subcontractor, as applicable,) shall obtain and maintain in full force and effect during the term of this Agreement any and all licenses, certificatiOns, approvals, insurances, permits and accreditations, required by the State of Floida, Miami -Dade County, the City, the federal government, any other relevant,/ municipalities or governmental authority. Provider must be qualified and registeredio do business in the State of Florida both prior to and during the Agreement term with:the City. 6. Incident Reporting An incident is defined as any actual or alleged event or situation that creates a significant risk of substantial or serious harm to the physical or mental health, safety or wellbeing of a child participating in the program. Reportable incidents include, but are not limited to, allegations of abuse, neglect or exploitation of a child, injury of a participant, missing child or abandoned child, loss of property use for the program, or destruction of property used in the program. Provider shall immediately report knowledge or reasonable suspicion of abuse, neglect, or abandonment of a child, aged person, or disabled adult to the Florida Abuse Hotline on the statewide toll -free telephone number (1-800-96-ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both Provider and its employees. Provider shall notify the Agreement manager of any incident as defined within three (3) days after Provider is informed of such incident. Provider shall provide written notification of the incident together with a copy of the incident report. The report must contain the following: (1) Name of reporter (person giving the notice) (2) Name and address of victim and guardian (3) Phone number where the reporter can be contacted (4) Date, time, and location of incident (5) Complete description of incident and injuries, if any Police report and actions taken shall be submitted to the City within fifteen (15) days of the incident. Provider shall provide written notification to the City, within seven (7) days of any legal action related to the incident. 7. Sexual Harassmen Provider shall compl te an incident report in the event a program participant, client or employee makes an llegation of sexual harassment, sexual misconduct or sexual assault by a Provider emp 1syee, volunteer or anyone arising out of the performance of this Agreement and P ivider has knowledge thereof, Provider shall provide written notification to the C ty within three (3) business days after Provider is informed of such an allegation. Provider shall provide written notification to the City, within seven (7) business days, if any legal action which is filed as a result of such an alleged incident. 449358 Draft for Review and Continent THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 24 8. Proof of Policies Provider and subcontractor, as applicable, shall keep on file copies of its policies including but not limited to confidentiality, incident reporting, sexual harassment', non- discrimination, equal opportunity and/or affirmative action, Americans withDisabilities Act, and drug -free workplace. U. CONSENT - Discuss Applicability Provider must obtain parental/legal guardian consent for all minor participants to participate and/or for adult participants in the program for services; and to share infoiination with the City for monitoring and evaluation purposes. Provider will ask participants to sign a voluntary Consent to Photograph form. The form is available in English, Spanish, and Creole and can be downloaded from The signed consent form for photography will be maintained at the program site, ith a copy filed in the participant's record. The consent shall be part of the participants' registration fonn, and signed by parent/guardian before services commence or assessments are administered. Any refusal of consent must be properly documented and signed by the parent or legal guardian on the consent form. V. PROGRAMMATIC DATA REPORTING Demographic and service information on program participants will be provided to the City as part of City's research mission% Provider agrees to comply and participate in any data collection reporting, including participant data as required by the City and described in Attachment C to this Agreement, Programmatic Data and Reporting Requirements, subject to confidentiality requirements. In addition, Provider agrees to furnish the City with complete and accurate reports in the timeframe and format to be reasonably specified by the City, and as described in/Attachment C, Provider must participate an qf provide agency (agency profile) and site(s) information to Switchboard of Miami 2-14, The City 24 hour helpline, as applicable and as defined in Attachment C: Programma ic Data Reporting Requirements. W. PUBLICITY ,i,7 Provider agrees that a pvities, services and events funded by or lasing the Parks Use Areas pursuant to this/Agreements shall recognize the City as a funding source or a location provider. Pro ider shall ensure that all publicity, public relations, advertisements and signs within its c ntrol recognize the City for the support of all contracted activities. Upon written reques to the Department, the use of the official City logo may be permissible. 449358 Draft for Revie,v and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 25 Provider shall use its best efforts to ensure that all media representatives, when inquiring with Provider about the activities funded by or being provided Parks Use Areas by this Agreement, are infoimed that the City is a funding source or a location provider, as applicable. Provider shall, if it possesses the appropriate technology, work with the Department regarding providing a link between the Provider's website and the City's website. X. PUBLICATIONS — (Discuss with Department, Provider, ail Communications) Provider agrees to supply the City, without charge, up to three (3) copies of any publication developed in connection with implementation/of programs addressed by this Agreement. Such publications will state that the program is supported by the City. Provider agrees that the City will have use of copyrigh;ed materials developed under this Agreement to the extent provided in, and subject to, tji.e provisions of Paragraphs G and H above. / To the extent permitted by the applicable jouryal or other publication source, Provider shall include the City logo and the following paragraph in all materials featuring programs funded by the City, including bu t not limited to newsletters, press releases, brochures, fliers, homepage of websites 2 / any other materials for dissemination to the media or general public: English: is funded/by er ogl-am amefu ded by the City of Miami, Florida. Espahol: ProvidetYrOgralTiNime esta financiado_por La Ciudad De Miami, Florida Kreyol: Provider Program ne finausepa "The City of Miami, Florida" Note: In cases where fund, ng by the City represents only a percentage of Provider's overall funding, the abov language can be altered to read "The (organization) is funded in part by the City of Miami, Florida..." Y. HEADINGS, US OF SINGULAR AND GENDER Paragraph headings e for convenience only and are not intended to expand or restrict the scope or substa be of the provisions of this Agreement. Wherever used herein, the singular shall inclu 1 the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. Z. NON-COMPLIANCE WITH IRS PROVISIONS Provider understands and agrees that Provider shall pay any and all fines or penalties for its non-compliance with the IRS Code and U.S, Treasury Regulation provisions related to tax-exempt bond funded/improved public facilities. 4493.5$ Draft for Review And Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 26 449358 Draft for Review and Comment AA. TOTALITY OF CONTRACT/SEVERABILITY OF PROVISIONS This Agreement with its attachments as referenced below contains all the terms and conditions agreed upon by the Parties: Composite: Attachment A-1: Scope of Services Attachment A-2: Park Use Areas Attachment A-3: City Resolution No. R.-14- , dated Y, 2014 Attachment A-4: Provider Resolution dated , 2014 ,/ Attachment B: Other Fiscal Requirements, Budget, and Method of Payrnent, if applicable Attachment C: Programmatic Data and Reporting Requirements, if ap ficable Attachment D: Program, Specific Audit Requirements, if applicable.' Attachment E: Affidavit for Level 2 Background Screenings /// Attachment F: Perfortnance Improvement Plan, if applicable 4 No other contract, oral or otherwise, regarding the subject niatter of this Agreement shall be deemed to exist or bind the Parties. If any provision of this Agreement is held invalid or void, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requ ements of applicable law. /1 Amigos Together for Kids, Inc., d/b/a Atnigos for Kids, a Florida not -for -profit organization Attest: Provider Federal ID# By: , By: Name: /, Name: Title: 7 Title: City of Miami, Florida, a munici al corporation By: Daniel J. Alfonso, City Managr Attest: By: Todd Hannon, City Clerk ! Approved as to Insurance/ equirements: Approved as to Form and Correctness: By: By: Ann -Marie Sharpe j Victoria Mendez, City Attorney Interim Risk Managemeth Director This Agreement is not valid until signed by both parties. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 27 Composite: Attachment A-1: Scope of Services Attachment A-2: Park Use Areas Attachment A-3: City Resolution No. R-14- Attachment A-4: Provider Resolution dated 449358 Draft for Review and Comment , dated ,2014 , 2014 // THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 28 ATTACHMENT B (If Applicable) (to be Discussed) OTHER FISCAL REQUIREMENTS, BUDGET and METHOD OF PAYMENT Cost Reimbursement Method of Payment The parties agree that this is a cost reimbursement method of payment contract; Provider shall be paid in accordance with the approved budget and/or approved budget amendments/revisions as set forth in this attachment. Provider also agrees to pay its subcontractors, vendors and ernployees for the fulfillment of services provided in ads Agreement, on a timely basis. Invoice Requirements Supporting Documentation Requirements THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 29 ,7 Attachment C Place, older (replace this page with the revised Attachnxe ,f C and remove all references to this place holder) 44933E Daft for Review and Co THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 30 Attachment D (To be Discussed) Program Specific Audit Requirements THE REMAINDER OF THIS PAGE IS INTENTION IN BLANK 449358 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 31 ATTACHMENT E Affidavit for Level 2 Background Screenings Affidavit Affirming Compliance with Background Screening for Provider Personnel, Volunteers, and Subcontracted Personnel, as applicable. In accordance with Sections 943.0542, 984,01, Chapter 430, 435, 402, 39,001, and 1012.465 Florida Statutes, and pursuant to the requirements of Paragraph R. Background Screening of this Contract, the undersigned affiant makes the following statement under oath, under penalty of perjury, which is a first degree misdemeanor, punishable by a definite term of imprisonment not to exceed one year and/or a fine not to exceed $1,000, pursuant to Sections 837.012 and 775.082, Florida Statutes. STATE OF FLORIDA COUNTY OF IVIIAMI-DADE Before me, the undersigned authority, personally appeared (CEO/Executive Director) Authorized Provider Representative or who being by me first. duly sworri,..deposes and says: Name of Contracted Provider (Signature of CEO/Executive Dink,tor/FIR Director) Date I swear and affirm that thi above -named contracted Provider is compliant with the requirements for personnel /background screening detailed in Sections 943.0542, 984.01, Chapter 435, 402, 39.001 And 1012.465 Florida Statutes, as applicable, for all personnel , having direct contact with children. Sworn to and subscri 6cl before me at Miami -Dade County, Florida this day of , by o is personally known to me o produced identification: Type of identification Signature of Notary Public State of Florida at Large Print, type or stamp name of notary public 449358 Draft for Review and comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 32 My Commission Expires: 449358 Draft or Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment F Place Holder (replace this page with the Performance Improvement Plan, if necessary and remove all references to this place holder. If not needed delete this page) 449;i58 Draft for Review and Comment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 34 TITUTE D TO BE DISTRIBUTED PRIOR TO CITY COMMISSION MEETING ARKS AND RECREATION SERVICES AGREEMENT FOR GOING COMPLIANCE WITH PROVISIONS OF THE IN RNAL REVENUE CODE OF 1966, AS AMENDED AND CER .IN UNITED STATES TREASURY REGULATIONS PROMS GATED THEREUNDER