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Home My WebLink AboutExhibit"Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." FY 2014-2015 CONTRACT NO. ####-#### BETWEEN THE CHILDREN'S TRUST AND CITY OF MIAMI, FLORIDA FOR Prevention/ Service Partnership / Youth Development / HCioCS / OUT OF SCHOOL THIS CONTRACT is between The Children's Trust whose address is 3150 S.W. 3rd Avenue, 8th Floor, Miami, Florida 33129 and the City of Miami, a Florida municipal corporation, hereafter "Provider" whose address is 3500 Pan American Drive, Miami, Florida 33133. In consideration of the mutual covenants herein, The Children's Trust and Provider (sometimes hereafter referred to as "Parties") agree as follows: A. EFFECTIVE TERM The effective term of this Contract shall be from through subject to funding availability and Provider's performance. B. TERMS OF RENEWAL, if applicable In the sole discretion of The Children's Trust, this Contract may be renewed with the acknowledgement of Provider. In considering the exercise of any contract renewal, and in accordance with the Request for Proposal (RFP) and Board authorization, renewal may not exceed a term equal to the term of the initial contract for a total maximum of three (3) terms. The Children's Trust in its sole discretion will consider, but is not limited to, the following: 1. Provider meeting the performance requirements specified in this Contract. 2. Continued demonstrated and documented need for the services funded. 3. Program performance, fiscal performance, and compliance by Provider that is deemed satisfactory in The Children's Trust's sole discretion. 4. The availability of funds. The Children's Trust is prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the contract. 5. If applicable, The Children's Trust in its sole discretion will initiate re -negotiation of this Contract before the contract term expires. C. SCOPE OF SERVICES 1. Provider agrees to render services in accordance with the Scope of Services, Attachment A, hereafter "Services", to this Contract. Provider shall implement the Services in a manner deemed satisfactory to The Children's Trust. Any modification to the Services shall not be effective until approved, in writing, by The Children's Trust and Provider. 2. The Services' activities and performance measures, as well as complete and accurate data and programming information will be used in the evaluation of Provider's overall performance. rai i5o7 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 3. Provider agrees that all funding provided by The Children's Trust, pursuant to this Contract will be used exclusively for services in and for the benefit of Miami -Dade County residents. D. TOTAL FUNDING Subject to the availability of funds, the maximum amount payable for Services rendered under this Contract shall not exceed $ , with a required match of $ Provider agrees that should available funding to The Children's Trust be reduced, the amount payable under this Contract will be reduced at the sole option of The Children's Trust. Provider agrees to adhere to Attachment B of this Contract: Other Fiscal Requirements, Budget and Method of Payment. E. FISCAL MANAGEMENT 1. Double Billing and Payments Provider costs or earnings claimed under this Contract may not also be claimed under any other contract or grant from The Children's Trust 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 Contract. 2. No Supplanting of Existing Public Funds The Children's Trust funding may not be used as a substitute for existing resources or for resources that would otherwise be available for chiidren'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 Contract. 3. Capital Equipment Capital equipment is included in the definition of "property" under Florida Statutes, Chapter 274, and Florida Administrative Code, Section 691-73.001, 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 Contract. Capital equipment purchased with Trust funds by Provider become assets of The Children's Trust; are intended for The Children's Trust funded programs; are owned by The Children's Trust; and must be tagged at the time of purchase as an asset of The Children's Trust. The Children's Trust 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 Children's Trust. When Provider is no longer funded by The Children's Trust, the equipment will be returned to The Children's Trust unless it is fully depreciated. Ownership of capital equipment will be transferred to Provider and removed from The Children's Trust'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 Children's Trust. If capital equipment is not purchased by Provider prior to the equipment being fully depreciated, Provider must return such capital equipment to The Children's Trust before submission of the final invoice. "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014through July 31, 2015." In the event that property of The Children's Trust is either damaged, lost, or stolen, while in Provider's possession, Provider is to perform all of the following: a) within 5 business days provide written notification to The Children's Trust Contract 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 Children's Trust for the value, as determined by The Children's Trust. 4. Assignments and Subcontracts Provider shall not assign this Contract to another party. Provider shall not subcontract any Services under this Contract without prior written approval of The Children's Trust. In any subcontract, Provider shall incorporate appropriate language from this contract into each subcontract and shall require each subcontractor providing services to be governed by the terms and conditions of this contract. Provider shall submit to The Children's Trust a copy of each subcontract to this Contract within 30 days of its execution. All sub -contracts with Provider must be executed within 90 days of Provider's execution date. All subcontractors must agree to be monitored by Provider and/or The Children's Trust, in the same manner as Provider under the terms of this contract. Provider acknowledges and agrees that The Children's Trust and any subcontractor to this Contract have authority to communicate and exchange information about contract, program 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 Contract, including services provided and expenses incurred by any and all subcontractors. The Children's Trust shall not be liable to any subcontractor for any reimbursable expenses or liabilities incurred under any subcontract. Provider shall be solely liable for any expenses or liabilities incurred under any subcontract. Provider shall hold harmless and defend, at Provider's expense, The Children's Trust against any claims, demands or actions related to any subcontract. The Children's Trust shall not provide funds to any subcontractor unless specifically agreed to in writing by The Children's Trust with notification to the Provider. All payments to any contracted subcontractor shall be paid directly by Provider to the subcontractor. The Children's Trust 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 to conduct business in the State of Florida at the time that a subcontractor agreement is 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 Contract 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 Contract. 6. Lobbying "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Provider shall not use any funds provided under this Contract or any other funds provided by The Children's Trust for lobbying any federal, state or local government or legislators. Any such use by Provider shall be a material breach of this Contract. 7. Adverse Action or Proceeding Provider shall not use any funds under this Contract, or any other funds provided by The Children's Trust, for any legal fees, or for any action or proceeding against The Children's Trust, its agents, employees or officials. Any such use by Provider shall be a material breach of this Contract. 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 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 the contract. Provider further agrees to provide agency and site(s) information to Switchboard of Miami 211, The Children's Trust 24 hour helpline. F. INDEMNIFICATION BY PROVIDER 1. Government Entity Subject to the limitations and sovereign immunity provisions of Florida Statute, Sec. 768.28, Provider shall indemnify and hold harmless The Children's Trust and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Contract by 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 Children's Trust, 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 and hold harmless The Children's Trust and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including reasonable attorneys' fees and costs of defense, which The Children's Trust 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 Contract by Provider or its employees, agents, servants, partners, principals or subcontractors, except to the extent arising from The Children's Trust'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, "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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 Contract or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless and defend The Children's Trust or its officers, employees, agents. The provisions of this section on indemnification shall survive the expiration or termination of this Contract. G. COPYRIGHTS AND RIGHT TO DATA/MATERIALS Where activities supported by this Contract produce original writing, data, sound recordings, pictorial reproductions, drawings or other graphic representations and works of similar nature, The Children's Trust 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 Contract, and to have others acting on behalf of The Children's Trust to do so, provided that such use does not compromise the validity of any copyright, trademark or patent. If the data/materials so 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 Children's Trust and others acting on behalf of The Children's Trust to have reasonable use of the same consistent with the purposes and terms of this Contract, at no cost to The Children's Trust, provided that such use does not compromise the validity of such copyright, trademark or patent. H. OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY This Contract is subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records. Accordingly, to the extent permitted by Chapter 119, Florida Statutes, Provider retains sole ownership of intellectual property developed under this Contract. 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 Contract. 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. As applicable for The Children's Trust under Fla. Stat. Section 768.28, and to the extent permitted by and within the limitations of Fla. Stat. Section 768.28, the Parties shall indemnify and hold each other harmless 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 indemnifying Party in the performance of this Contract violates the intellectual property rights of that third party. I. BREACH OF CONTRACT AND REMEDIES 1. Breach "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." A material breach by Provider shall have occurred under this Contract if Provider through action or omission causes any of the following: a. Fails to comply with Background Screening, as required under this Contract. b. Fails to provide the Services outlined in the scope of services (Attachment A) within the effective term of this Contract; c. Fails to correct an imminent safety concern or take acceptable corrective action; d. Ineffectively or improperly uses The Children's Trust funds allocated under this Contract; e. Does not furnish and maintain the certificates of insurance required by this Contract or as determined by The Children's Trust; f. Does not meet or satisfy the conditions of award required by this Contract; g. 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 Services & Activities Management System (SAMIS). h. Does not submit or submits incomplete or incorrect required reports pursuant to the scope of Services in this Contract; Refuses to allow The Children's Trust access to records or refuses to allow The Children's Trust to monitor, evaluate and review Provider's program, including required client data; j. Fails to comply with child abuse and incident reporting requirements; k. Attempts to meet its obligations under this Contract through fraud, misrepresentation or material misstatement; Fails to correct deficiencies found during a monitoring, evaluation or review within a specified reasonable time; m. Fails to meet the terms and conditions of any obligation or repayment schedule to The Children's Trust or any of its agencies; n. Fails to maintain the confidentiality of client files, pursuant to Florida and federal laws; o. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations in this Contract. P. 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 contract. q. 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 Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Contract. "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 2. Remedies If Provider fails to cure any breach within thirty (30) days after receiving written notice from The Children's Trust identifying the breach, The Children's Trust may pursue any or all of the following remedies: a. The Children's Trust may, at its sole discretion, enter into a written performance improvement plan with Provider to cure any breach of this Contract as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Contract and shall not affect or render void or voidable any other provision contained in this Contract, costs, or any judgments entered by a court of appropriate jurisdiction. b. The Children's Trust may suspend payment in whole or in part under this Contract 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 Services in this Contract, but Provider shall promptly cease using The Children's Trust's logo and any other reference to The Children's Trust in connection with such Services. All payments to Provider as of the date of suspension shall cease, except that The Children's Trust shall continue to review and pay verifiable requests for payment for Services that were performed and/or for deliverables that were substantially completed at the sole discretion of The Children's Trust, prior to the effective date of such suspension. The Children's Trust may also suspend any payments in whole or in part under any other contracts entered into between The Children's Trust 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 Children's Trust 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 Children's Trust 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 Children's Trust may terminate this Contract 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 Children's Trust may (a) request Provider to deliver to The Children's Trust clear and legible copies of all finished or unfinished documents, studies, surveys, reports prepared and secured by Provider with Trust funds under this Contract subject to the rights of Provider as provided for in Paragraphs G and "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." H above; (b) seek reimbursement of any Trust funds which have been improperly paid to Provider under this Contract; (c) terminate further payment of Trust funds to Provider under this Contract, except that The Children's Trust 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 Children's Trust prior to the effective date of such termination; and/or (d) terminate or cancel, without cause, any other contracts entered into between The Children's Trust 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 business days before the effective date of such termination, in which event The Children's Trust 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 Children's Trust 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 Children's Trust may seek enforcement of this Contract including but not 'hilted to filing an action with a court of appropriate jurisdiction. Provider shall be responsible for all direct and indirect costs associated with such er:foicerr ent, 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 Contract. J. TERMINATION BY EITHER PARTY The parties agree that this Contract 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 Prior to, or on the date commencing the effective term of this Contract, Provider's insurance agent(s) shall provide to The Children's Trust the following, as applicable: 1) Certificates of Insurance naming The Children's Trust 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 Contract. Or, 2) A letter of self-insurance indicating coverage applicable to a Florida municipal corporation required under this section or as determined by The Children's Trust, except as required by Florida law for government entities. "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Failure by Provider to comply with Section K, shall be a material breach of this Contract. The Children's Trust will not disburse any funds under this contract until all required Certificates of Insurance, or letter(s) of self-insurance have been provided to and have been approved by The Children's Trust. 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 Children's Trust 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 combined single limit per occurrence and $1,000,000 aggregate in a policy year. Deductibles exceedirg $1,000 are discouraged, unless Provider can provide financial statements to support a higher deductible. The Children's Trust and the City of Miami 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 Children's Trust and the City of Miami 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 Children's Trust and the City of Miami as a certificate holder and as an additional insured. "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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 Children's Trust and the City of Miami 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 Children's Trust. The liability coverage will be the same as the coverage and limits required for comprehensive general [ability and The Children's Trust and the City of Miami 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 roust provide coverage the day prior and the day following the event. 6. If applicable, Professional Liability insurance, as determined by The Children's Trust, with coverage amounts determined by The Children's Trust 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 Children's Trust 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 Children's Trust and said capital equipment is under the care custody and control of Provider. The Children's Trust must be shown on the evidence of property coverage as a Loss Payee. Property coverage shall survive the expiration or termination of this Contract until such time the ownership of the capital equipment is transferred to Provider or such capital equipment is returned to The Children's Trust. Certificate Holder Certificate holder must read: The Children's Trust 3150 SW 3rd Avenue, 8th Floor "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Miami, Florida 33129 And The City of Miami, Florida c/o Risk Management Department 444 S.W. 2nd Avenue, 9th Floor 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 Children's Trust. Provider and or Provider's insurance agent, as applicable, shall notify The Children's Trust and the City of Miami, 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 Children's Trust for the duration of this Contract. In the event of any change in Provider's Scope of Services, Attachment A, The Children's Trust 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 Children's Trust 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 Contract, The Children's Trust shall withhold all payments to Provider until a new Certificate of Insurance required under this section is submitted and approved by The Children's Trust. The new insurance policy shall cover the time period commencing from the date of cancellation of the prior insurance policy. The Children's Trust 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 Children's Trust 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 Children's Trust may have against Provider for any liability of any nature related to performance under this Contract or otherwise. 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 Children's Trust: "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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. M. NOTICES Written notices pursuant to this Contract shall be sent to the addresses for each Party appearing on the first page of this Contract. Notices to The Children's Trust shall be marked to the attention of its President/CEO. It is each Party's responsibility to advise the other Party in writing of any changes in responsible personnel for accepting Notices under this Contract; mailing address, and/or telephone number. N. AUTONOMY The Parties agree that this Contract recognizes the autonomy of, and stipulates or implies no affiliation between, the contracting parties. Provider is only a recipient of funding support and is not an employee, agent or instrumentality of The Children's Trust, and Provider's agents and employees are not agents or employees of The Children's Trust. O. RECORDS, REPORTS, AUDITS AND MONITORING The provisions of this section shall survive the expiration or termination of this contract, consistent with Florida laws. 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 , as Provider's authorized representative for approving and executing alterations, variations, modifications, extensions, renewals, or waivers of the provision of this Contract. Any changes to this Contracted 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 years beyond the last date that all applicable terms of this contract have been complied with, final payment has been received and appropriate audits have been submitted to and accepted by The Children's Trust. However, if any audit, claim, litigation, negotiation or other action involving this contract or modification hereto has commenced before the expiration of the retention period, then the records shall be retained until completion of "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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 180 days of the close of its fiscal year, Provider's independent certified public accounting firm (CPA) must submit all of the following documents, electronically, to The Children's Trust, 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 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 firm, 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: audits@thechildrenstrust.ora. 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 180 days of the close of its fiscal year, Providers that are contracted for a combined total of $100,000 or more from The Children's Trust are required to have their CPA firm submit a program specific audit related to The Children's Trust contracts, electronically, in addition to the annual financial statement audit. The program specific "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015.°' audit shall be performed 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 Children's Trust 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. 4. Audit Extensions Audit extensions may be granted by The Children's Trust 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 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 Children's Trust shall withhold all payments to Provider until the documents are received and determined to be acceptable by The Children's Trust. 5. Engagement Letters Audit Engagement Letters are due to The Children's Trust 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 audits@thechildrenstrust.orq Failure to submit an engagement letter may result in a breach of contract, or other remedy, as deemed appropriate by The Children's Trust. 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, which are posted on The Children's Trust 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 contract 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 Children's Trust to ensure compliance with applicable accounting, financial and programmatic standards. This would include access by The Children's Trust, or its designee, to Provider's independent auditor's work papers for complying with federal, state and local requirements. The Children's Trust reserves the right to require Provider to "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." submit to an audit by an auditor of The Children's Trust's choosing and at The Children's Trust's expense. 8. Monitoring Provider agrees to permit The Children's Trust personnel or contracted agents to perform random scheduled and/or unscheduled monitorings, reviews and evaluations of the program which is the subject of this contract, including any subcontracts under this contract, using The Children's Trust approved monitoring tools. The Children's Trust or contracted agents shall monitor both fiscal/administrative and programmatic compliance with all the terms and conditions of the contract. Provider shall permit The Children's Trust or contracted agents to conduct site visits, client interviews, client assessment surveys, fiscal/administrative review and other assessments deemed reasonably necessary at The Children's Trust's sole discretion to fulfill the monitoring function. A 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 Pursuant to Florida Statute 1 19.071(5), The Children's Trust 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 Children's Trust 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) tc identify and match individuals and data within and among various systems and other agencies for research purposes. The Children's Trust 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 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 Children's Trust, 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 Services pursuant to this contract; and (3) daily activity logs and monthly calendars of the provision of Services pursuant to this contract; 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 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Service provision as described in Attachment A and as required by this contract; all upon request by The Children's Trust. Provider shall retain all records for not less than five years beyond the last date that all applicable terms of this contract have been complied with and final payment has been received, and appropriate audits have been submitted to and accepted by The Children's Trust and/or other appropriate agency. 11. Confidentiality Provider and The Children's Trust understand that during the course of performing the Services 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 Services. 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 Contract 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 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 Contract shall remain in full force and effect after the termination of this Contract. 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 Pll 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 At the sole discretion of The Children's Trust, payment may be withheld for non- compliance of contractual terms. The Children's Trust will provide payment upon satisfactory compliance with the contractual terms as solely determined by The Children's Trust. P. MODIFICATIONS "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Any alterations, variations, modifications, extensions or waivers of provisions of this Contract including but not limited to amount payable and effective term shall only be valid when they have been reduced to writing, duly approved and signed by both Parties. Q. GOVERNING LAW & VENUE This Contract 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 Contract 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. 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 Contract. 0 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 term 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 contract term. The Affidavit will cover employees, volunteers, and subcontractors performing services under this contract 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. S. CHILDREN WITH DISABILITIES AND THEIR FAMILIES Provider understands that The Children's Trust expects Provider to meet the federal standards under the Americans with Disabilities Act. By policy of The Children's Trust, providers must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. Notwithstanding anything "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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 11 A 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 Children's Trust 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 Contract and The Children's Trust 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 a contract to provide any goods or services to The Children's Trust, may not submit a bid on a contract with The Children's Trust for the construction or repair of a public building or public work, may not submit bids on leases of real property to The Children's Trust, may not be awarded or perform work as a Provider supplier, sub Provider, or consultant under a contract with The Children's Trust, and may not transact any business with The Children's Trust in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in cancellation of this Contract and recovery of all monies paid hereto, and may result in debarment from The Children's Trust's competitive procurement activities. "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 3. Conflict of Interest Provider represents that the execution of this Contract does not violate Miami Dade County's Conflict of Interest and Code of Ethics Ordinance, and Florida Statutes § 1 12 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 Contract and in connection with its obligations hereunder. (Refer to httn://www.miamidadeethics.com/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. • 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 Contract any and all licenses, certifications, approvals, insurances, permits and accreditations, required by the State of Florida, Miami -Dade County, r•,,levant municipalities, The Children's Trust or he federal government. Provide; must be :qualified and registered to do business in the State of Florida both prior to and during the contract term with The Children's Trust. 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 well-being 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 contract 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 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Police report and actions taken shall be submitted to The Children's Trust within fifteen (15) days of the incident. Provider shall provide written notification to The Children's Trust, 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 Contract and Provider has knowledge thereof. Provider shall provide written notification to The Children's Trust within three (3) business days after Provider is informed of such an allegation. Provider shall provide written notification to The Children's Trust, 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 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 Children's Trust 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 www.thechildrenstrust.org. 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. V. PROGRAMMATIC DATA REPORTING Demographic and service information on program participants will be provided to The Children's Trust as part of The Children's Trust's research mission. Provider agrees to comply and participate in any data collection reporting, including participant data as required by The Children's Trust and described in Attachment C to this contract, Programmatic Data and Reporting Requirements, subject to confidentiality requirements. In addition, Provider agrees to furnish The Children's Trust with complete and accurate reports in the timeframe and format to be reasonably specified by The Children's Trust, 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 Children's Trust 24 hour helpline, as applicable and as defined in Attachment C: Programmatic Data Reporting Requirements. W. PUBLICITY "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Provider agrees that activities, services and events funded by this Contract shall recognize The Children's Trust as a funding source. Provider shall ensure that all publicity, public relations, advertisements and signs within its control recognize The Children's Trust for the support of all contracted activities. The use of the official Children's Trust logo is permissible. Provider shall use its best efforts to ensure that all media representatives, when inquiring with Provider about the activities funded by this Contract, are informed that The Children's Trust is a funding source. Provider shall, if it possesses the appropriate technology, provide a link between the website and The Children's Trust's website. X. PUBLICATIONS Provider agrees to supply The Children's Trust, without charge, up to three copies of any publication developed in connection with implementation of programs addressed by this Contract. Such publications will state that the program is supported by The Children's Trust. Provider agrees that The Children's Trust will have use of copyrighted materials developed under this Contract to the extent provided in, and subject to, the provisions of Paragraphs G and H above. To the extent permitted by the applicable journal or other publication source, Provider shall include The Children's Trust logo and the following paragraph in all materials featuring programs funded by The Children's Trust, including but not limited to newsletters, press releases, brochures, fliers, homepage of websites or any other materials for dissemination to the media or general public_ English Provider ProgramName is funded by The Children's Trust. The Children's Trust is a dedicated source of revenue established by voter referendum to improve the lives of children and families in Miami -Dade County. Espanol:, Provider aPrograirn Name esta financiado_por El Fidecomiso de los Ninos (The Children's Trust). El Fidecomiso de los Ninos es una fuente de financiacion, establecida por referendum pare mejorar las vidas de ninos y familias en el Condado de Miami -Dade. Kreyol: Provider Program' Name finanse_pa "The Children's Trust". Trust la, se you sous lajan ke gouvenman amerikin vote an referandom you ke' li investi byen nan pwogram kap ameliore la Vi Ti Moun ak fanmi yo nan Myami Dade. Note: In cases where funding by The Children's Trust 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 Children's Trust..." 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 Contract. Wherever used herein, the "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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. - THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK - "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Z. TOTALITY OF CONTRACT/SEVERABILITY OF PROVISIONS This Contract with its attachments as referenced below contains all the terms and conditions agreed upon by the parties: Attachment A: Scope of Services Attachment B: Other Fiscal Requirements, Budget, and Method of Payment Attachment C: Programmatic Data and Reporting Requirements Attachment D: Program Specific Audit Requirements Attachment E: Affidavit for Level 2 Background Screenings, if applicable Attachment F: Performance Improvement Plan, if applicable No other contract, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or bind the Parties. If any provision of this Contract is held invalid or void, the remainder of this Contract shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. CITY OF MIAMI, A Florida municipal corporation MIAMI DADE COUNTY, FLORIDA Provider Federal ID# 59-6000375 THE CHILDREN'S TRUST MIAMI-DADE COUNTY, FLORIDA By: by: (Signature) (Signature) Daniel J. Alfonso, City Manager Charles M. Auslander President and CEO Date: Date Attest: By: Todd Hannon, City Clerk Date: Approved as to Form and Correctness: Approved as to form and legal sufficiency By: By: Victoria Mendez, City Attorney Date: Approved as to Insurance Requirements: County Attorney Date: By: Date: Ann ,-Marie Sharpe, Interim Director of Risk Management "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015.°' This contract is not valid until signed by both parties. "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Attachment A Place Holder (replace this page with the revised Attachment A and remove all references to this place holder) "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." ATTACHMENT B OTHER FISCAL REQUIREMENTS, BUDGET and METHOD OF PAYMENT Advance payment requests The Children's Trust offers advance payments of up to 15% of the total contract value. Advance requests shall be limited to governmental entities and not -for -profit corporations, in accordance with subsection 216.181 (16) (b), F.S. The advance request must include the amount requested and a justification for the request. Advance requests must be submitted using the designated form and must be approved in writing by The Children's Trust Contract Manager and Chief Financial Officer or their designee. Advance repayment Advance repayment is due within 60 calendar days of receipt of the advance. Provider shall report the amount of the advance repayment in SAMIS using the "advances/adjustments" button on the SAMIS reimbursement screen. If a provider does not use SAMIS, then they are required to deduct their advance repayment from each invoice, consecutively, until the advance is repaid in full. Budget amendments/revisions Budget amendments/revisions require written approval from the Contract Manager and The Children's Trust's Chief Financial Officer or their designee. Request for budget amendments/revisions must be submitted to a Contract Manager using SAMIS, or the appropriate form, as designated by The Children's Trust. All budget amendments/revisions are subject to final approval by The Children's Trust. Budget amendments/revisions cannot be used to increase the total contract amount or to modify the Scope of Services. No more than two (2) budget amendments/revisions may be approved during the contract term. Budget amendment/revision requests must be submitted sixty (60) days prior to the expiration of contract. Budget amendments/revisions will be incorporated into the contract. Indirect Administrative Costs In no event shall The Children's Trust fund indirect administrative costs in excess of ten (10%) percent of the total contract amount. List of Approved Certified Public Accountants or 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 independent Certified Public Accounting (CPA) firms, which are posted on The Children's Trust website. Inclusion in this pre - approved vendor pool requires that a CPA firm meet the following three (3) criteria: (a) participation in either the American Institute of Certified Public Accountants (AICPA) or the Florida Institute of Certified Public Accountants (FICPA) peer review program as evidenced by submitting their triennial System Review Report with a passing score to The Children's Trust; and "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." (b) providing documentation that a CPA firm, or one of its associates, has adequate experience in governmental accounting and/or nonprofit accounting with the application of Government Auditing Standards; and (c) completion of an annual CPA training session sponsored by The Children's Trust finance department. 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 contract, on a timely basis. Invoice Requirements Provider shall submit an original request for payment, using the format prescribed by The Children's Trust and in accordance with the approved budget or budget amendments/revisions. The Children's Trust will notify Provider if the request for payment should be submitted electronically using SAMIS or by using a paper invoice. The request for payment is due on or before the fifteenth (15th) day of the month following the month in which expenditures were incurred (exclusive of legal holidays or weekends). The Children's Trust agrees to reimburse Provider on a monthly billing basis for costs paid during the previous' month. Every request by Provider for payment for services, work performed or costs paid pursuant to this contract, except for any advanced payments by The Trust, shall be accompanied by a Request for Payment in the format that is prescribed by The Children's Trust. The Children's Trust reserves the right to request any supporting documentation related to this contract. If there are subcontractors to this contract, then the Form D: Attestation of Payment must be either uploaded to the SAMIS Document Repository or included in the Request for Payment no later than 30 days after payment to subcontractor. Upon the close of this contract, Provider is required to complete Form E: Close-out Attestation of Payment, which must be either uploaded to the SAMIS Document Repository or included in the Request for Payment no later than 30 days after payment to subcontractor. These forms may be downloaded from The Children's Trust's website. For the purpose of payment only, a subcontractor is defined as an independent agency that has entered into agreement with Provider to perform services pertaining to The Children's Trust funded programs identified in this contract. A final request for payment (last monthly invoice of the contract term) from Provider will be accepted by The Children's Trust up to forty-five (45) days after the expiration of this contract. If Provider fails to comply, then all rights to payment shall be forfeited. If The Children's Trust determines that Provider has been paid funds, which are not in accordance with this contract, and to which it is not entitled, then Provider shall return such funds to The Children's Trust or submit appropriate documentation to support the payment within thirty (30) days of notification by The Children's Trust. After thirty (30) days, The Children's Trust may recapture amounts due to The Children's Trust, from this or any contract by reducing amounts requested to be reimbursed less the amount owed to The Children's Trust. The Children's Trust shall have the sole discretion in determining if "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Provider is entitled to such funds in accordance with this contract, and The Children's Trust's decision on this matter shall be binding. In the event that Provider, its independent CPA firm or The Children's Trust discovers that an overpayment has been made, Provider shall repay the overpayment within thirty (30) calendar days without prior notification from The Children's Trust. If Provider fails to serve the number of participants and/or fails to utilize the funds in accordance with the contract, then The Children's Trust may amend the contract to reduce the amount of dollars. Any delay in amendment by The Children's Trust is not deemed a waiver of The Children's Trust's right to amend or seek reimbursement for under -serving participants in accordance with the contract. A request for payment will be deemed proper as defined by the Florida Prompt Payment Act, if the request complies with the requirements set forth in this contract and is submitted on the forms prescribed by The Children's Trust. Requests for payment and/or documentation returned to Provider for corrections may be cause for delay in receipt of payment. Late submission may result in delay in receipt of payment. The Children's Trust shall pay Provider within thirty (30) calendar days of receipt of Provider's properly submitted Request for Payment and/or other required documentation. The Children's Trust may retain any payments due until all required reports, deliverables or monies owed to The Children's Trust are submitted and accepted by The Children's Trust. Supporting Documentation Requirements Provider shall maintain original records documenting actual expenditures and services provided according to the approved budget and scope of services as required. Supporting documentation shall be made available and provided to The Children's Trust upon request. Provider shall keep accurate and complete records of any fees collected, reimbursement or compensation of any kind received from any client or other third party, for any service covered by this contract, and shall make all such records available to The Children's Trust upon request. Provider shall maintain a cost allocation methodology that is used to allocate its costs to ensure that The Children's Trust is paying only its fair share of costs for services, overhead and staffing devoted to the program funded by this contract. Such methodology shall be made available to The Children's Trust upon request. THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Attachment C Place Holder (replace this page with the revised Attachment C and remove all references to this place holder) "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Attachment D Program Specific Audit Requirements The Program Specific Audit must encompass an audit of The Children's Trust contracts in accordance with section 03: Program Specific Audit of this contract. The comprehensive nature of auditing performed in accordance with the standards set forth below places on the independent certified public accounting firm (CPA) the responsibiFty for ensuring that (1) the audit is conducted by personnel who have the necessary skills; and (2) independence is maintained; and (3) applicable standards are followed in planning and conducting audits and reporting the results; and (4) the organization has an appropriate internal quality control system in place; and (5) the organization undergoes an external quality control review. Program Specific Audits must be conducted in compliance with AU-C 935 and Statement on Auditing Standards No. 117 (SAS 117) and are required to include performing tests of controls over compliance. Beyond the requirements of SAS 117, an auditor's risk assessment must include an expectation of the operating effectiveness of controls over compliance; and in doing so; the assessed control risk must be set at low. The Program Specific Audit requires the following components (a sample format may be found on The Children's Trust website): a. Independent Auditor's Report on the Schedule of Expenditures of The Children's Trust Contracts; and b. Schedule of Expenditures of The Children's Trust Contracts; and c. Notes to Schedule; and d. Independent Auditor's Report on Compliance for each of The Children's Trust Contracts and Report on Internal Control over Compliance; and e. Schedule of Findings and Questioned Costs. At a minimum, the auditor must include the following tests in their audit program to ensure that the compliance requirements set forth in The Children's Trust compliance supplement are met. They are: The Children's Trust Compliance Supplement to the Program Specific Audit: Compliance Requirement Program Specific Audit Implication Example a). Activities Allowed or 1). Requires that activities A). If Provider asks to be Un allowed purchased and paid with reimbursed for 6 field trips to The Children's Trust funds are listed in the contractual teach children social skills, then were those field trips Scope of Services. enumerated in either the contractual budget narrative AND/OR or the contractual Scope of Services? 2). Requires that activities "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Compliance Requirement Program Specific Audit Implication Example purchased and paid with The Children's Trust funds are listed in the contractual budget narrative or a contractual budget amendment/revision narrative. b). Allowable Costs 1). Requires that the nature and type of costs paid are in agreement with nature and type of costs listed in the contractual budget and/or budget amendment/revision. A). If the contractual budget, lists a Program Coordinator position at $25.00/hour, then does the provider actually pay and charge The Children's Trust $25.00/hour? B). If the contractual budget, lists a Program Coordinator's position, with dedicated lime charged to The Children's Trust program of 25%, then does the provider keep records of an employee's time to substantiate that 25% of time was in fact earned and charged to The Children's Trust program? C). If an invoice is submitted to The Children's Trust that includes a charge for food for end of year parties and celebrations, is that cost allowable per The Children's Trust budget guidelines? Food costs for end of year celebrations are NOT allowable per The Children's Trust budget guidelines. c). Cash Management 1). With the exception of the last month of the contract period, do monthly invoices represent cost actually paid A). If payroll is paid on 3/31, is it included in March's reimbursement? "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Compliance Requirement Program Specific Audit Implication Example during the contract period (cash basis), rather than costs incurred or accrued. B). If payroll is paid on 4/1, but represents time charged in March, is it included in April's reimbursement? d). Period of Availability 1). Requires Provider to charge The Children's Trust grant with only allowable costs resulting from obligations incurred during the funding period. A). If the active contract period extends from 8/1 /14 through 7/31 /15, and Provider expends $250.00 for office supplies on 9/30/14, does that expenditure apply to the active contract period? e). Reporting 1). Requires Provider to submit proper fiscal reports, on an annual and monthly basis, in accordance with established deadlines. A). Monthly invoices must be submitted to The Children's Trust by the l5th day of the month following the month in which expenditures were incurred, For example, an invoice for the period of March 1 through March 31 s must be submitted by April 15tn. Internal Controls 1). Requires that beyond the requirements of SAS 117, an auditor's risk assessment must include an expectation of the operating effectiveness of controls over compliance; and in doing so; the assessed control risk must be set at low. Special Provisions 1). Compliance requirements related to programmatic contract expectations (i.e., children served, level of effort, background checks, etc.) should NOT be tested as part of The Children's Trust Program Specific Audit. Audit procedures must also include: "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." a. Testing of the budget versus actual expenditures. The approved budget is to include the original approved contracted budget as well as any approved budget amendments/revisions. b. Testing to ensure that no double billing has occurred (i.e. billing under The Children's Trust contract for the same expenditure that is billed under another contract and/or revenue source). c. Testing for unallowable expenditures e.g. costs not included in the approved budget or budget revision and unallowable costs identified in the budget guidelines included on The Children's Trust website. d. Testing for questioned costs. e. Testing that the Provider billed and was reimbursed by The Children's Trust in accordance with the method of payment identified in the contract and within the contract period. f. Testing for the supplanting of funds. g. Testing of match funding, if required. h. Testing of the cost allocation plan to verify that The Children's Trust is paying only its fair share of costs for services, overhead and staffing. i. Testing the controls over compliance beyond Statement on Auditing Standards No. 117, which means that an auditor's risk assessment must include an expectation of the operating effectiveness of controls over compliance; and in doing so, the assessed control risk must be set at low. The independent auditor's report shall state that the audit was conducted in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Program Specific Audit requirements listed in The Children's Trust contract. THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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 Name) who being by me first duly sworn, deposes and says: Narne 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 My Commission Expires: "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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) DRAFT to be Updated Service Authorization Letter June 12, 2014 Ms. Maria. C. Carreras Execeptional Consulting for Educational Leaders, Inc. 7891 SW 57th Terrace Miami, FL 33143 RE: Service Authorization and Reimbursement for Service Providers participating in the Fiscal Year 2014-2015 Families First Parenting Program of the City of Miami funded through The Children's Trust ("Families First") To Service Providers: The City of Miami ("City") Depailnient of Grants Administration hereby guarantees monetary reimbursement to and hereby authorizes each of the Service Providers addressed above to begin providing after -school services beginning as of August 1, 2014 for the Families First Program in advance of your receipt of the final fount of Professional Services Agreement with the City. The Children's Trust has authorized a Contract with the City at its , 2014 meeting. This Service Authorization Letter serves as notice to Service Providers that the City and The Children's Trust are moving forward to complete their document execution processes and the document execution processes with each of you for the Fiscal Year 2014-2015. The City Commission has authorized moving forward with the Families First Program funded by The Children's Trust and your services have been authorized accordingly pursuant to Resolution No. 14- , adopted h, 2014, a copy of which is attached hereto and incorporated hereby. The Fiscal Year contract that each Service Provider has with the City of Miami will be for the service period beginning August 1, 2014 to July 31, 2015. During the period of time covered by this Service Authorization Letter, each Service Provider will provide program activities, complete all outcome assessments, submit invoices for program eligible expenses to be reimbursed, and submit all reports and data according to the contract requirements and due dates delineated within the Scope of Services provided to The Children's Trust. Furthermore, each Service Provider shall submit original requests for payment in the format prescribed by The Children's Trust for services/work performed for the City of Miami Department of Grants Administration under the Families First Program. These requests for payment shall be submitted on or before the tenth (loth) of the month following the month in Draft form of Service Authorization Letter which expenditures were incurred, exclusive of legal holidays and weekends, in which case, the due date for submission of payment will be the next available business day. If you have any questions, feel free to contact Esther Balsera, Education Initiatives Coordinator at 305-416-1532. Thank you for your participation as a Service Provider. We look forward to continue working with you in the Families First Program. Sincerely, Lillian Blondet Director City of Miami Department of Grants Administration , as an Authorized Representative of as a Service Provider for Families First acknowledges acceptance of these terms and conditions via this Service Authorization Letter: Signature of Authorized Representative on behalf of as Service Provider: Printed Name: Title: Date: Draft form of Service Authorization Letter DRAFT to be Updated Service Authorization Letter June 12,2014 Ms. Constance Goudie Conee, Inc. 11551 SW 88th Street Miami, FL 33176 RE: Service Authorization and Reimbursement for Service Providers participating in the Fiscal Year 2014-2015 Families First Parenting Program of the City of Miami funded through The Children's Trust ("Families First") To Service Providers: The City of Miami ("City") Department of Grants Administration hereby guarantees monetary reimbursement to and hereby authorizes each of the Service Providers addressed above to begin providing after -school services beginning as of August 1, 2014 for the Families First Program in advance of your receipt of the final form of Professional Services Agreement with the City. The Children's Trust has authorized a Contract with the City at its , 2014 meeting. This Service Authorization Letter serves as notice to Service Providers that the City and The Children's Trust are moving forward to complete their document execution processes and the document execution processes with each of you for the Fiscal Year 2014-2015. The City Commission has authorized moving forward with the Families First Program funded by The Children's Trust and your services have been authorized accordingly pursuant to Resolution No. 14 , adopted , 2014 a copy of which is attached hereto and incorporated hereby. The Fiscal Year contract that each Service Provider has with the City of Miami will be for the service period beginning August 1, 2014 to July 31, 2015. During the period of time covered by this Service Authorization Letter, each Service Provider will provide program activities, complete all outcome assessments, submit invoices for program eligible expenses to be reimbursed, and submit all reports and data according to the contract requirements and due dates delineated within the Scope of Services provided to The Children's Trust. Furthermore, each Service Provider shall submit original requests for payment in the format prescribed by The Children's Trust for services/work performed for the City of Miami Department of Grants Administration under the Families First Program. These requests for payment shall be submitted on or before the tenth (loth) of the month following the month in Draft form of Service Authorization Letter which expenditures were incurred, exclusive of legal holidays and weekends, in which case, the due date for submission of payment will be the next available business day. If you have any questions, feel free to contact Esther Balsera, Education Initiatives Coordinator at 305-416-1532. Thank you for your participation as a Service Provider. We look forward to continue working with you in the Families First Program. Sincerely, Lillian Blondet Director City of Miami Department of Grants Administration , as an Authorized Representative of as a Service Provider for Families First acknowledges acceptance of these teiins and conditions via this Service Authorization Letter: Signature of Authorized Representative on behalf of as Service Provider: Printed Name: Title: Date: Draft form of Service Authorization Letter "Form tobeupdated by- City and Trust for FY2U14'2O15for new grant term beginning August 1'2O14through July 31'3O15." FY2U11'2O12 PROFESSIONAL SERVICES AGREEMENT BYAND BETWEEN THE CITY DFKX|AM| AND RELATING TDCONTRACT NO BETWEEN THE CH|LOREN'GTRUST AND CITY OFM|AM/ FOR Service Partnership THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is by and between the City of Miami, a Florida municipal corporation whose main address is City Hall 3500 Pan American Orive, Miami, Florida 33133 (hereinafter "City") and . o Florida ' whose main address is (hereinafter "Provider") in relation to Provider's services (as hereinafter defined) for the Truancy Reduction Program (the "Program") under Contract No. 1203-1930 (hereinafter "Contract"), o copy ofwhich is attached hereto, incorporated hereby, and made part hereof as Composite Exhibit 1, by and between The Ch||dren'e Trust whose address is 3150 S.W. 3rd Avenue, 8th F|oor, K8iami, Florida 33129 (hereinafter "The Chi|dron'a Trust" or the "Trust") and the City states the conditions and covenants for the rendering of services to children and families for the Trust and the City. 'if Provider is considered a governmental agency in accordance with F.S. 183.01, the Florida |nte,r|oua\ Cooperation Act of 1959 as arnended from time to time, this Agreement also serves as an |ntodooa/o0romnnent.} In consideration of the mutual covenants hensn, and the City and Provider (sometimes hereafter referred to as "Parties") agree as follows: A. EFFECTIVE TERM The effective term ofthis Agreement shall befrom Auquat1.2O1i through Ju|V31,3Ui2.which is also the effective term of the Contract, and the term of this Agreement and the Contract are subject to funding availability and Provider's performance. B. TERMS OF RENEWAL, if applicable In the sole discretion of The Chi|dren'a Trust regarding the Contract and in the sole discretion of the City regarding any other matters' if any, under this Agreement, this Agreement may be renewed upon the same terms as the Contract in connection with Provider's oen/icom hereunder with the acknowledgement of Provider. In considering the exercise of any renovva|, and in accordance with the Request for Proposal (RFP) of The Chi|dran's Trust and its Board authorization, and in accordance with the authorization resolution by the City Commission, Resolution No, . adopted . 2O__(the "City Recn|ution"), renewal may not exceed a berm equal to the term of the initial Contract and the initial Agreement for a total maximum of three (3) terms. The ChiNren'a Trust in its on|a discretion and the City, as and if app|ioab|a, will consider, but are not limited to. the following: 1. Provider meeting the performance requirements specified in this Agreement and in the Contract. 2. Continued demonstrated and documented need for the services funded, 3. Program perfonnanoa, fiscal performance, and compliance by Provider that is deemed "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." satisfactory in The Children's Trust's sole discretion regarding the Contract, and that is deemed satisfactory in the City's sole discretion regarding this Agreement. 4. The availability of funds from The Children's Trust. Both the City and The Children's Trust are prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the contract and the agreement. 5. If applicable, The Children's Trust in its sole discretion will initiate re -negotiation of the Contract before the contract term expires. Also if applicable and depending upon the Contract, the City may initiate re -negotiation of this Agreement before the term hereof expires. 6. The City in its sole discretion may also consider Provider's performance under any other agreement or contact with the City. 7. The availability of funds from The Children's Trust and continued authorization of City activities. This Agreement is subject to (a) amendment due to lack of funds, reduction of funds, and/or change(s) in regulations of the City of Miami Code , as amended (the "Code") upon at least thirty (30) days written notice, or (b) termination pursuant to the terms and conditions of this Agreement. 8. Provider's maintaining all licenses and certifications required by The Children's Trust, Miami - Dade County, and the City. C:. SCOPE OF SERVICES 1. Provider agrees to render services in accordance with (a) the "Composite Exhibit 1, Attachment A, City of Miami Service Partnership , hereafter "Services", to this Agreement and to the Contract, (b) within the budgeted amounts and other fiscal q ii-em ents in Composite Exhibit 1, Attachment E, Other Fiscal Requirements, Fudge and Method of Payment to this Agreement and to the Contract, (c) Composite Exhibit 1, Attachment C, Program/initiative Programmatic Performance and Data Reporting Requirements to this Agreement and the Contract, and (d) Composite Exhibit 1, Attachment D, Program Specific Audit Requirements to this Agreement and the Contract, and (e) Composite Exhibit 1, Attachment E Affidavit for Level 2 Background Screenings to the Contract and this Agreement. Provider shall implement the Services in a manner deemed satisfactory to The Children's Trust and to the City. Any modification to the Services shall not be effective until approved, in writing, by The Children's Trust, the City, and Provider. 2. The Services' activities and performance measures, as well as complete and accurate data and programming information will be used in the evaluation of Provider's overall performance in accordance with this Agreement and the Contract. 3. Provider agrees that all funding provided by The Children's Trust through the City, pursuant to this Agreement and the Contract will be used exclusively by Provider for Services in the City of Miami (unless such Services are authorized and required by the Trust and the City to occur elsewhere under Attachment A) and for the benefit of City of Miami residents and Miami -Dade County residents. D. TOTAL FUNDING Subject to the availability of funds from the Trust, the maximum amount payable for Services rendered under this Agreement and under the Contract shall not exceed Dollars and Cents ($ ). Provider agrees that should available funding to the City and/or to The Children's Trust be reduced, the amount payable under this Agreement and under the Contract will be reduced at the sole option of The Children's Trust with a proportionate reduction in Provider's Services hereunder and under Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." the Contract. Provider agrees to adhere to Other Fiscal Requirements, Budget and Method of Payment outlined in Composite Exhibit 1, Attachment B and to this Agreement and the Contract and to Composite Exhibit 1, Attachment D, Program Specific Audit Requirements to this Agreement and the Contract. E. FISCAL MANAGEMENT 1.Double Billing and Payments Provider's costs or earnings claimed under this Agreement and under the Contract may not also be claimed under any other contract or grant from the City or from The Children's Trust 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 and of Provider's portion related to the Contract. Any payment to Provider from The Children's Trust through the City that is later determined by The Children's Trust to be ineligible for funding under the Contract and under this Agreement shall be immediately returned by Provider to the City to be returned immediately upon receipt by the City to The Children's Trust. For For -Profit and Not -For -Profit Service Providers: Provider shall indemnify, hold harmless and defend, at Provider's expense, the City and The Children's Trust against any claims, demands or actions related to any request for payment by Provider that is later determined to be ineligible for funding by The Children's Trust. These provisions regarding indemnification shall survive the expiration or termination of this Agreement and the related Contract. For Governmental Agencies as Service Providers: Subject to the limitations and sovereign immunity provisions of Florida Statutes Section 768.28, Provider shall indemnify, hold harmless and defend, at Provider's expense, the City and The Children's Trust against any claims, demands or actions related to any request for payment by Provider that is later determined to be ineligible for funding by The Children's Trust. These provisions regarding indemnification shall survive the expiration or termination of this Agreement and the related Contract. 2.No Supplanting of Existing Public Funds The Children's Trust funding through the City may not be used by Provider as a substitute for existing resources or for resources of Provider 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 to Provider for the same purpose. A violation of this section by Provider is a material breach of this Agreement and of Provider's portion of the related Contract. 3.Capital Equipment Capital equipment is included in the definition of "property" under Florida Statutes, Chapter 274, and Florida Administrative Code, Section 691-73.001, and is defined as individual items with a value of One Thousand Dollars ($1,000) or greater which have a life expectancy of more than one (1) year. Provider is to maintain proof of Property Coverage in accordance with the insurance requirements prescribed in this Agreement and the Contract (see Section K. Insurance). Capital equipment purchased with Trust funds by Provider (through reimbursement by the Trust and the City under this Agreement and the related Contract) become assets of The Children's Trust; are intended for The Children's Trust funded programs; are owned by The Children's Trust; and must be tagged by Provider at the time of purchase by Provider as an asset of The Children's Trust. The Children's Trust and/or the City, as applicable, will work with Provider to tag the asset and receive all information regarding the capital equipment. Provider must maintain a record of Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." any capital equipment purchased with funds provided by The Children's Trust through the City under this Agreement and the Contract. When Provider is no longer funded by The Children's Trust through the City under this Agreement and the related Contract, the equipment will be returned to The Children's Trust unless it is fully depreciated and evidence of such full depreciation is documented by Provider to the City and the Trust. Ownership of capital equipment will be transferred to Provider and removed from The Children's Trust'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 prior written approval of The Children's Trust and the City. If capital equipment is not purchased by Provider prior to the equipment being fully depreciated, Provider must return such capital equipment to The Children's Trust before submission of the final invoice for payment of Provider's Services and purchases under this Agreement and the related Contract. In the event that property of The Children's Trust 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 Children's Trust contract manager and to the City's program 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 Children's Trust (through the City or as otherwise determined by the City and the Trust) for the value, as determined by The Children's Trust, of the capital equipment. 4.Assignments and Subcontracts Provider shall not assign this Agreement to another party. Provider shall not subcontract any Services under this Agreement in connection with the related Contract without prior written approval of The Children's Trust and the City. In any subcontract approved by the City and the Trust, Provider shall incorporate appropriate language from this Agreement and the related Contract into each subcontract and shall require each subcontractor providing Services to be governed by the terms and conditions of this Agreement and the related Contract. Provider shall submit to each of The Children's Trust and the City a copy of each subcontract to this Agreement and the related Contract, within thirty (30) days of its execution. AM sub -contractors of Provider must agree to be monitored by Provider and/or the City on behalf of The Children's Trust in the same manner as Provider under the terms of this Agreement and the related Contract. Provider acknowledges and agrees that the City, The Children's Trust, and any subcontractor to this Agreement and the related Contract have authority to communicate and exchange information about agreement, contract, program, 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 and the related Contract, inducing services provided and expenses incurred by any and all of Provider's subcontractors in connection with this Agreement and the related Contract. Neither the City nor The Children's Trust not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract. Provider shall be solely liable for any reimbursable expenses or liabilities under any subcontract. The City and The Children's Trust shall not provide funds to any subcontractor unless specifically agreed to in writing by The Children's Trust and the City with notification to the Provider. All payments to any contracted subcontractor shall be paid directly by Provider to the subcontractor. The City and The Children's Trust reserve 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 to do business in the State of Florida, Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Miami -Dade County, and the City at the time that a subcontractor agreement is entered into and Services are rendered. For For -Profit and Not -for -Profit Service Providers: Provider shall indemnify, hold harmless and defend, at Provider's expense, the City and The Children's Trust against any claims, demands or actions related to any subcontract. These provisions regarding indemnification shall survive the expiration or termination of this Agreement and the related Contract. For Governmental Agencies as Service Providers: Subject to the limitations and sovereign immunity provisions of Florida Statutes Section 768.28, Provider shall indemnify, hold harmless and defend, at Provider's expense, the City and The Children's Trust against any claims, demands or actions related to any subcontract. These provisions regarding indemnification shall survive the expiration or termination of this Agreement and the related Contract. 5.Religious Purposes Providers and/or their faith -based community partners shall not use any funds provided under this Agreement and the related Contract to support any inherently religious activities, including but not limited to, any religious instruction, worship, proselytlzation, publicity or marketing materials. Any such use by Provider shall be a material breach of this Agreement and Provider's portion of the related Contract. 6. Lobbying Provider shall not use any funds provided under this Agreement and the related Contract or any other funds provided by The Children's Trust or 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 and of Provider's portion of the related Contract. 7.Adverse Action or Proceeding Provider shall not use any funds under this Agreement and the related Contract, or any other funds provided by The Children's Trust, for any legal fees, or for any action or proceeding against The Children's Trust, its agents, employees or officials. Any such use by Provider shall be a material breach of this Contract. 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 rules and regulations requiring timely filing of tax documents to maintain tax exempt status throughout the term of the contract, and payment of payroll taxes as applicable. Provider further agrees to provide agency and site(s) information to Switchboard of Miami 2-1-1, The Children's Trust 24 hour helpline. F. INDEMNIFICATION BY PROVIDER For Government Entities as Service Providers: Subject to the limitations and sovereign immunity provisions of Florida Statute, Sec. 768.28, Provider shall indemnify and hold harmless the City and The Children's Trust and their respective officers, employees, agents and instrumentalities from any and all liability, losses or damages, Including attorneys' fees and costs of defense, which their respective 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 and the related Contract by Provider or its employees, agents, servants, partners, principals or subcontractors. Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec. 768.28, Provider shall pay ail 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 and The Children's Trust, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement and the related Contract. For For -Profit and Not -for -Profit Service Providers: Provider shall indemnify and hold harmless the City and The Children's Trust and their respective officers, employees, agents and instrumentalities from any and all liability, losses or damages, Including attorneys' fees and costs of defense, which their respective 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 and the related Contract by Provider or its employees, agents, servants, partners, principals or subcontractors. 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 and The Children's Trust, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement and the related Contract. G. COPYRIGHTS AND RIGHT TO DATA/MATERIALS Where activities supported by this Contract produce original writing, data, sound recordings, pictorial reproductions, drawings or other graphic representations and works of similar nature, the City and The Children's Trust 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 Agreement in connection with the related Contract, and to have others acting on behalf of the City and The Children's Trust to do so, provided that such use does not compromise the validity of any copyright, trademark or patent. If the data/materials so 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 .parrty 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 and The Children's Trust and others acting on behalf of The Children's Trust to have reasonable use of the same consistent with the purposes and terms of this Agreement in connection with the related Contract, at no cost to the City and at no cost to The Children's Trust, provided that such use does not compromise the validity of such copyright, trademark or patent. H. OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY This Agreement and the related Contract are subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records. Accordingly to the extent permitted by Chapter 119, Florida Statutes, Provider retains sole ownership of intellectual property developed under this Agreement in connection with the related Contract. 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 in connection with the related Contract. Such licensing should be in the exclusive name of Provider. Payment for any licensing fees or Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." costs arising from the use of others' intellectual property shall be at the sole expense of Provider. For For -Profit and Not -for -Profit Service Providers: Provider shall indemnify, release, and hold harmless the City and The Children's Trust 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 indemnifying Provider in the performance of this Agreement and the related Contract violates the intellectual property rights of that third party. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement and the related Contract. For Governmental Agency Service Providers: As applicable for Provider under Fla. Stat. Section 768.28 as a governmental agency and to the extent permitted by and within the limitations of Fla. Stat. Section 768.28, the Provider shall indemnify and hold harmless the City and the Trust 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 Provider in the performance of this Agreement and the related Contract violates the intellectual property rights of that third party. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement and the related Contract. I. BREACH OF CONTRACT AND REMEDIES I. Breach A material breach by Provider shall have occurred under this Agreement and Provider's portion of the related Contract if Provider through action or omission causes any of the following: a. Fails to comply with Background Screening, as required under this Agreement and the related Contract. b. Fails to provide the Services outlined in the Scope of Services (Composite Exhibit 1, Attachment A) within the effective term of this Agreement and the related Contract or as otherwise indicated in the Trust's Service Authorization Letter(s) related to this Agreement and the related Contract; c. Fails to correct an imminent safety concern or take acceptable corrective action; d. Ineffectively or improperly uses The Children's Trust funds allocated through the City under this Agreement in connection with the related Contract; e. Does not furnish and maintain the certificates of insurance or self insurance required by this Agreement and the related Contract or as determined by The Children's Trust or by the City; f. Does not meet or satisfy the conditions of award required by this Agreement and the related Contract within a specified reasonable time; g. 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 within a specified reasonable time; h. Does not submit or submits incomplete or incorrect required reports pursuant to the Scope of Services in this Agreement and the related Contract; i. Refuses to allow The Children's Trust and/or the City, as applicable. access to records or refuses to allow The Children's Trust and/or the City, as applicable, to monitor, evaluate and review Provider's program, including required client data within a specified reasonable time; j. Fails to comply with child abuse and incident reporting requirements; k. Attempts to meet its obligations under this Agreement and the related Contract through Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." fraud, misrepresentation or material misstatement; I. Fails to correct deficiencies found during a monitoring, evaluation or review within a specified reasonable time; m. Fails to meet the terms and conditions of any obligation or repayment schedule to The Children's Trust, the City, or any of their respective agencies, as applicable, within a specified reasonable time; n. Fails to maintain the confidentiality of client files, pursuant to Florida and federal laws; o. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations In this Agreement and the related Contract within a specified reasonable time; p. Fails to maintain all valid licenses, certifications, permits, and insurance required to provide the Services under this Agreement and the Contract. Waiver of breach of any provisions of this Agreement and/or Provider's portion of the related Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement and/or the related Contract. Any such waiver by The Children's Trust or by the City, as applicable, shall be provided in writing to Provider. 2, Remedies If Provider fails to cure any breach within thirty (30) days after receiving written notice from The Children's Trust and/or the City, as applicable, identifying the breach, The Children's Trust and/or the City, as applicable, may pursue any or all of the following remedies: a. The City and The Children's Trust may, at their respective sole discretions, enter into a written performance improvement plan with Provider to cure any breach of this Agreement and/or Provider's portion of the related Contract as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Agreement and the Contract and shall not affect or render void or voidable any other provision contained in this Agreement and the Contract, costs, or any judgments entered by a court of appropriate jurisdiction. b. The City and/or The Children's Trust may, as applicable, suspend payment In whole or in part under this Agreement and the Contract by providing written notice of suspension to Provider of such suspension and specifying the effective date of suspension, at least five (5) 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 Services in this Agreement and Provider's portion of the related Contract, but Provider shall promptly cease using The City's logo, The Children's Trust's logo and any other references to The Children's Trust and the City in connection with such Services. All payments to Provider as of the date of suspension shall cease, except that The Children's Trust and the City shall continue to review and pay verifiable requests for payment for Services that were performed and/or for deliverables that were substantially completed at the sole discretion of The Children's Trust and/or the City, as applicable, prior to the effective date of such suspension. The Children's Trust and the City, as applicable, may also suspend any payments in whole or in part under any other contracts entered into between The Children's Trust and Provider and/or 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 (5) business days before the effective date of such suspension, in any event The Children's Trust and/or the City, as applicable, 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 Rjj : 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." discretion of The Children's Trust and/or the City, as applicable, prior to the effective date of such suspension. Provider shall be responsible for reasonable direct and indirect costs of The Children's Trust and of the City associated with such suspension including reasonable attorney's fees. c. The City, on behalf of itself or on behalf of The Children's Trust, may terminate this Agreement in connection with the related Contract 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 and/or The Children's Trust, as applicable, may (a) request Provider to deliver to the City and The Children's Trust clear and legible copies of all finished or unfinished documents, studies, surveys, reports prepared and secured by Provider with Trust funds through the City under this Agreement in connection with the related Contract subject to the rights of Provider as provided for in Paragraphs G and H above; (b) seek reimbursement of any Trust funds and/or City funds which have been improperly paid to Provider under this Agreement in connection with the related Contract; (c) terminate further payment of Trust funds through the City to Provider under this Agreement and the related Contract, except that The Children's Trust and 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 and/or The Children's Trust, as applicable, prior to the effective date of such termination; and/or (d) terminate or cancel, without cause, any other contracts entered into between The Children's Trust and Provider and/or 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 much be at least five (5) business days before the effective date of termination, in which event the City and The Children's Trust 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 Children's Trust and/or the City, as applicable, prior to the effective date of such termination. Provider shall be responsible for reasonable direct and indirect costs of the City and of The Children's Trust associated with such termination, including reasonable attorneys fees. d. The City, on behalf of itself and/or on behalf of The Children's Trust, may seek enforcement of this Agreement in connection with Provider's portion of the related Contract against Provider including but not limited to filing an action with a court of appropriate jurisdiction. Provider shall be responsible for reasonable direct and indirect costs of the City and of The Children's Trust associated with such enforcement against Provider, including reasonable attorney's fees, costs, and any judgments entered by a court of appropriate jurisdiction, including reasonable 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 1 shall survive the expiration or termination of this Agreement and the related Contract. J. TERMINATION BY EITHER PARTY The parties agree that this Agreement and Provider's portion of the related Contract 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. The parties understand and agree that The Children's Trust and the City may terminate Provider portion of the related Contract or the entire Contract 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 Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Prior to, or on the date commencing the effective term of this Agreement in connection with the related Contract, Provider's insurance agent(s) shall provide to the City and The Children's Trust the following as applicable: 1) Certificates of Insurance naming the City and The Children's Trust as an additional insureds and as certificate holders on all applicable policies; and all applicable polices shall be maintained in full force and effect for the entire term of this Agreement and the related Contract. 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 and The Children's Trust, 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 and Provider's portion of the related Contract. The Children's Trust will not disburse any funds under the related Contract in connection with this Agreement, and the City will not disburse any funds hereunder, until all Certificates of Insurance or letter(s) of self-insurance have been provided to and have been approved by the City and The Children's Trust. Provider shall require its sub -contractors to carry insurance coverage (s) as outlined below: 1. Worker's Compensation Insurance covering all employees of the sub -contractor, 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 Children's Trust and the City of Miami, and provide the necessary certificate of insurance or other evidence of coverage upon the termination of the exemption, as applicable. The employer's liability portion will be $500,000/$500,000/$500,000 as a minimum. 2. Commercial General Liability with limits of at least $500,000 per occurrence, $1,000,000 policy aggregate with a maximum deductible of $1,000 per occurrence. The policy must include coverage for premises and operations liability, contingent and contractual exposures, products and completed operations, personal and advertising liability and sexual abuse and molestation, if applicable. The Children's Trust and the City of Miami must be designated and shown on the certificate of insurance as additional insureds and the certificate holders with respects to this coverage. 3. Automobile liability coverage for all owned, hired, non owned and leased vehicles of Provider, and any transportation companies hired for transporting program participants. The amount of coverage is $1,000,000 combined single limit per accident for bodily injury and property damage. The Children's Trust and City of Miami must be designated and shown as additional insureds and the certificate holders with respect 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 Children's Trust and the City of Miami as certificate holders and as additional insureds. 4. If applicable for Services under this Agreement and the related Contract, Special Events Coverage, as determined by The Children's Trust and the City. The liability coverage will be the same as the coverage and limits required for commercial general liability and The Children's Trust and City of Miami must be designated and shown as additional insureds and the certificate holders with respects to this coverage." Special Events policies are for short Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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. 5. If applicable for Services under this Agreement and the related Contract, Professional Liability insurance, as determined by The Children's Trust and the City, with coverage amounts determined by The Children's Trust and the City but not less than $250,000 per claim and in the policy aggregate. Defense costs may be inside the limits of liability and the policy can be written on claims made form. The Children's Trust and the City of Miami should be listed as certificate holders, but are 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. 6. Proof of Property Coverage is required when Provider has capital equipment owned by The Children's Trust, or the City of Miami, and said capital equipment is under the care custody and control of Provider. The Children's Trust and City of Miami must be shown on the evidence of property coverage as a Loss Payee, as applicable. Property coverage shall survive the expiration or termination of this Contract until such time the ownership of the capital equipment is transferred to Provider or such capital equipment is returned to The Children's Trust. Certificate Holders: Certificate holders must read: The Children's Trust 3 150 SW 3rd Avenue, 8th Floor Miami, Florida 33129 And City of Miami CIO Risk Management Department Miami Riverside Center, 9th Floor 444 S.W. 2nd 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 "A-" 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 Children's Trust. Provider and or Provider's insurance agent, as applicable, shall notify The Children's Trust and City of in writing, of any cancellation, or material changes in insurance coverage in accordance to policy provisions. Provider shall be responsible for ensuring that all applicable insurances are maintained and submitted to The Children's Trust and the City for the duration of this Agreement and the related Contract. In the event of any change in Provider's Scope of Services, Attachment A, The Children's Trust and 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 Children's Trust and the City prior to Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." any such decrease, waiver or modification. in the event that an insurance policy or coverage(s), as applicable, is canceled, lapsed, or expired during the effective period of this Agreement and the related Contract, The Children's Trust and the City shall withhold at payments to Provider until a new Certificate of Insurance or other evidence of coverage(s) required under this section is submitted and approved by The Children's Trust and the City. The new insurance policy or other evidence of coverage(s) shall cover the time period commencing from the date of cancellation of the prior insurance policy or other evidence of prior coverage(s). The Children's Trust and the City may require Provider to furnish additional and different insurance coverages, or both, as may be required from time to time under applicable federal or state laws or The Children's Trust requirements or City requirements. Provision of insurance or other evidence of coverage(s) 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 Children's Trust and/or the City may have against Provider for any liability of any nature related to performance by Provider under this Agreement, the related Contract, or otherwise. 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 and/or The Children's Trust. 6 If required as applicable to Provider, the Internal Revenue Service (I.R.S.) tax status determination letter, if applicable; The most recent (two years) I.R.S. 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; If required by applicable law to be filed by Provider, IRS 941 -quarterly federal tax return reports within thirty-five (35) calendar days after the quarter ends and if applicable, state and federal unemployment tax filings and if the 941 and unemployment tax filings reflects a tax liability, proof of payment must be submitted within sixty (60) calendar days after the quarter ends. M. NOTICES Written notices pursuant to this Agreement and the related Contract shall be sent to the addresses for each Party appearing on the first page of this Agreement and the first page of the related Contract. Notices to The Children's Trust shall be marked to the attention of its President/CEO. Notices to the City shall be marked to the attention of the City Manager and: With copies sent to: City of Miami, Grants Director, 444 S.W. 2nd Avenue, 5th Floor, Miami, Florida 33130 City of Miami, City Attorney, 444 S.W. 2nd Avenue, 9th Floor, Miami, Florida 33130 Notices to Provider shall be marked to the attention of the It is each Party's responsibility to advise the other Party and The Children's Trust in writing of Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." any changes in responsible personnel for accepting Notices under this Agreement and the related Contract; mailing address, and/or telephone number. N. AUTONOMY The Parties agree that this Agreement and the related Contract recognize the autonomy of, and stipulates or implies no affiliation between, the contracting parties. Provider is only a recipient of funding support and is not an employee, agent or instrumentality of the City nor of The Children's Trust, and Provider's agents and employees are not agents or employees of the City nor of The Children's Trust. O. RECORDS, REPORTS, AUDITS AND MONITORING The provisions of this section shall survive the expiration or termination of this Agreement and the related Contract, consistent with Florida laws. 1. Accounting records Provider shall keep accounting records which conform to generally accepted accounting principles. 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 and the related Contract have been complied with and final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. However, if any audit, claim, litigation, negotiation or other action involving Provider under this Agreement, the related Contract or modification hereto or thereto has commenced before the expiration of the retention period, the records regarding Provider shall be retained until completion of the action and resolution of all issues which arise fiorn it or until the end of the regular retention period, whichever is later. 2. Financial audit and program specific audit Within one hundred and eighty (180) days of the close of its fiscal year, Provider agrees to submit to the City and The Children's Trust an Annual Financial Audit, performed by an independent certified audit firm that is registered to do business with the Florida State Department of Business Regulation, of all its corporate activities and any accompanying management letter(s) or report(s) on other matters related to internal control, for each year during which this Agreement and the related Contract remains in force and until all funds expended from this Agreement and the related Contract have been audited. If no management letter or report or other matters related to Provider's internal control is prepared by the independent audit firm, Provider must confirm in writing to The Children's Trust and to the City that no such report was submitted to Provider. This audit shall be conducted in accordance with auditing standards generally accepted in the United States of America and standards contained in the Government Auditing Standards issued by the Comptroller General of the United States. Providers that are required to have a single audit conducted under OMB Circular A-133, Audit of States, local Government and Non -Profit Organizations or the Florida Single Audit Act, Florida Statutes 215.97 agree to submit the schedule of expenditures pertaining to awards, summary schedule of prior audit findings, applicable auditor's reports and the corrective action plan. In the event that the independent auditor does not disclose audit findings, Provider shall submit written notification to The Children's Trust and the City that an audit of Provider was conducted in accordance with applicable laws and regulations and that the findings and questioned costs disclosed no audit findings related to this Agreement and the related Contract; and, that the summary schedule of prior audit findings did not report on the status of any audit findings relating to awards that The Children's Trust provided through the City. Within one hundred and eighty (180) days of the close of its fiscal year, a Provider who is contracted for a combined total of $100,000 or more from The Children's Trust and/or from the Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015.°' City from this Agreement or any other The Children's Trust contract(s) or from any other City agreements, related to the fiscal year under audit, Provider agrees to have a program -specific audit relating to The Children's Trust contract(s) and the City agreement(s), in addition to the annual financial audit. The program -specific audit shall be performed by an independent certified public accounting firm that is registered to do business with the Florida State Department of Business Regulation, can perform audits under Government Auditing Standards i.e. "Yellow Book", and is either a member of the AICPA or FICPA Peer Review Program to include engagement reviews. This program -specific audit is to encompass an audit of The Children's Trust contract(s) and/or the City agreements, as applicable, 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. Audit extensions may be granted in writing by The Children's Trust and/or the City after proper approval has been obtained from The Children's Trust's Finance Department and/or the City's Finance Department, as applicable, upon receipt in writing of such request with appropriate justification by Provider. A copy of the engagement letter, along with the audit completion date and any concerns from the auditing firm in relation to the audit, must accompany the request. Approved extension requests allow for the continuation of payment until such time that the extension expires. The financial audit and other financial information will be used in the evaluation of Provider's performance and Provider's overall fiscal health. In the event that either the audited financial statement or 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 Children's Trust and/or the City, as applicable, shall withhold all payments to Provider until said documents are received and determined to be acceptable by The Children's Trust and/or the City, as applicable. 3. Access to records Provider shall provide access to all records including subcontractor(s) which relate to this Agreement and the related Contract at its place of business during regular business hours. Provider agrees to provide such assistance as may be necessary to facilitate their review or audit by The Children's Trust to insure compliance with applicable accounting, financial, and programmatic standards. This would include access by the City and The Children's Trust or their respective designees, to Provider's independent auditor's working papers for complying with federal, state and local requirements. Each of the City and The Children's Trust reserves the right to require Provider to submit to an audit by an auditor of the City's choosing at the City's expense or of The Children's Trust's choosing at The Children's Trust's expense. 4. Monitoring Provider agrees to permit the City's personnel, The Children's Trust personnel or contracted agents to perform random scheduled and/or unscheduled monitoring, reviews, and evaluations of the program which is the subject of this Agreement and the related Contract, including any subcontracts under this Agreement and the related Contract, using The Children's Trust approved monitoring tools. The Children's Trust or contracted agents or the City or the City's contracted agents shall monitor both fiscal/administrative and programmatic compliance with all the terms and conditions of this Agreement in connection with the Contract. Provider shall permit the City, The Children's Trust or their respective contracted agents to conduct site visits, client interviews, client assessment surveys, fiscal/administrative review and other assessments deemed reasonably necessary in The Children's Trust's sole discretion and by the City in the City's sole discretion to fulfill the monitoring function . A report of monitoring findings will be delivered to Provider and Provider will rectify all deficiencies cited within the period of time Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015.°' specified in the report. 5. Client Records Pursuant to Florida Statute 119.071(5), The Children's Trust collects the 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 Children's Trust 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); (b) to identify and match individuals and data within and among various systems and other agencies for research purposes. The Children's Trust does not collect social security numbers for adult participants. Provider shall maintain a separate file for each child/family served. 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 Agreement in connection with the related 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. 6. internal Documentation/Records Retention Provider agrees to maintain and provide for inspection to the City and The Children's Trust, 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; (2) authorized time sheets, records, and attendance sheets to document the staff time billed to provide Services pursuant to this Agreement in connection with the related Contract; (3) daily activity logs and monthly calendars of the provision of Services pursuant to this Agreement in connection with the related Contract; (4) training modules; (5) pre and post session questionnaires; (6) all participant attendance records; (7) participant consent and information release forms; (8) agency policies and procedures; and (9) such other information related to Service provision as described in Attachment A and as required by this Agreement and the Contract; all upon request by The Children's Trust and/or 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 and the Contract have been complied with and final payment has been received, and appropriate audits have been submitted to and accepted by the appropriate entity. 7. Confidentiality Provider, the City, and The Children's Trust understand that during the course of performing the Services 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 Services. 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 and the related Contract impose 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 Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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 and the related Contract shall remain in full force and effect after the termination of this Agreement and the related Contract. Provider shall specifically require all sub -contractors to comply with this paragraph. 8. Security Obligation Provider shall maintain an appropriate level of data security for the information Provider is collecting or using in the performance of this Agreement and the related Contract. This includes, but is not limited to, 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. 9. Withholding of payment At the sole discretion of The Children's Trust and the City, payment may be withheld from Provider for noncompliance by Provider of Provider's compliance with contractual terms. The Children's Trust through the City will provide payment upon satisfactory compliance by Provider of the contractual terms for which Provider is responsible as solely determined by The Children's Trust in connection with Provider's portion of the related Contract and as solely determined by the City hereunder. The Children's Trust, in its sole discretion, may determine to withhold payments through the City to Provider for any particular subcontractor for such subcontractor's non- compliance with contractual terms. P. MODIFICATIONS Any alterations, variations, modifications, extensions or waivers of provisions of this Contract including but not limited to amount payable and effective term shall only be valid when they have been reduced to writing, duly approved and signed by both Parties. Pursuant to City Commission Resolution No. , adopted , 2011, the City Manager is the City's authorized representative. is Provider's authorized representative for approving and executing alterations, variations, modifications, extensions or waivers of the provisions of this Agreement in connection with the related Contract including but not limited to amount payable and effective term. Q. GOVERNING LAW & VENUE This Agreement and the related Contract shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without regard to its conflicts of laws provisions. Any controversies or legal problems arising out of the terms of this Agreement and the related Contract 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. 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 and the related Contract. For purposes of this selection, the term "direct service provider" means a person 18 years of age Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." or older, including a volunteer, who provides services to children, youth and their families. The term 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 MOCPS 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 contract term. The Affidavit will cover employees, volunteers, and subcontractors performing services under this contract 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/or subcontractors 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 and The Children's Trust expect Provider to meet the federal standards under the Americans with Disabilities Act. By policy of The Children's Trust, 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 orientations, 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, Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." the City and The Children's Trust shall have the rights to terminate all or any portion of this Agreement and any of Provider's portions of the related 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 of Provider's portion of the related Contract and the City and The Children's Trust 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 a contract to provide any goods or services to the City and The Children's Trust, may not submit a bid on a contract with the City and The Children's Trust for the construction or repair of a public building or public work, may not submit bids on leases of real property to the City and The Children's Trust, may not be awarded or perform work as a Provider supplier, sub Provider, or consultant under a contract with the City and The Children's Trust, and may not transact any business with the City and The Children's Trust in excess of the threshold amount provided In Section 287.017, Florida Statutes, for ,Category Iwo 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 Provider's portion of the related Contract and recovery of all monies paid hereto, and may result in debarment from the City's and The Children's Trust's competitive procurement activities. 3. Conflict of Interest Provider represents that the execution of this Agreement in connection with the related Contract does not violate Miami Dade County's Conflict of Interest and Code of Ethics Ordinance and Florida Statutes §1 I2 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 Contract and in connection with its obligations hereunder. (Refer to www.mjamidadeethjcs.com/Publications/code of ethlcs2010.pdf for the Code of Ethics Ordinance). 4. Compliance with Sarbanes-Oxley Act of 2002 Provider shall comply with the following provisions of the Sarbanes-Oxley Act of 2002: ▪ 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 and Provider's portion of the related Contract any and all applicable licenses, certifications, approvals, insurances, permits and accreditations, required by the State of Florida, Miami -Dade County, the City, and any other requirements relevant to municipalities, The Children's Trust or the federal government. Provider must be qualified and registered to do business in the State of Florida both prior to and during the contract term with the City and in connection with the related Contract of The Children's Trust. 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 well being 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. Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." 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-BOO-96-ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both Provider and its employees. Provider shall notify the City's program manager and The Children's Trust's contract manager of any incident as defined within three (3) business 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 and The Children's Trust within fifteen (15) days business of the incident. Provider shall provide written notification to the City and The Children's Trust, within seven (7) business days, of any legal action which is filed as.a result of such alleged 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 the related Contract and Provider has knowledge thereof. Provider shall provide written notification to the City and The Children's Trust within three (3) business days after Provider is informed of such an allegation. Provider shall provide written notification to the City and The Children's Trust, within seven (7) business days, of 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 and their respective 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 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 and The Children's Trust 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 www.thechildrenstrust.org. 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. V. PROGRAMMATIC DATA REPORTING Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Demographic and service information on program participants will be provided to the City and The Children's Trust as part of The Children's Trust's research mission. Provider agrees to comply and participate in any data collection reporting, including participant data as required by The Children's Trust and described in Composite Exhibit 1, Attachment C to this Agreement and the Contract, Programmatic Data and Reporting Requirements, subject to confidentiality requirements. In addition, Provider agrees to furnish the City and The Children's Trust with complete and accurate reports in the timeframe and format to be reasonably specified by the City and/or The Children's Trust, and as described in Composite Exhibit 1, Attachment C. Provider must participate and provide agency (agency profile) and site(s) information to Switchboard of Miami 2-1-1, The Children's Trust 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 this Agreement through the related Contract shall recognize The Children's Trust through the City as a funding source. Provider shall ensure that all publicity, public relations, advertisements and signs within its control recognize The Children's Trust through the City for the support of all contracted activities. The use of the official Children's Trust logo is permissible; The use of the official City of Miami logo must have prior written approval of the City Manager or his designee. Provider (and sub -contractors, as applicable) shall use best efforts to ensure that all media representatives, when inquiring with Provider about the activities funded by this Agreemetn and the related Contract, are informed that The Children's Trust through the City is a funding source. Provider shall, if it possesses the appropriate technology, provide a link between the website and The Children's Trust's website. Provider and its subcontractors, as applicable, shall coordinate with the City Manager or his designee regarding any link to the City's website. X. PUBLICATIONS Provider agrees to include in all of its subcontracts provisions similar to the following provisions of this Section for compliance by subcontractors. Provider agrees to supply both the City and The Children's Trust, each without charge, up to three copies each of any publication developed by Provider in connection with implementation of programs addressed by this Agreement and the related Contract. Such publications will state that the program is supported by The Children's Trust through the City of Miami. Provider agrees that The Children's Trust and the City will have use of copyrighted materials developed under this Agreement in connection with the related Contract to the extent provided in, and subject to, the provisions of Paragraphs G and H above. To the extent permitted by the applicable journal or other publication source, Provider shall include The Children's Trust logo, the City log if permitted by the City Manager or his designee, and the following paragraph in all materials of Provider featuring programs funded by The Children's Trust through 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; English: City of Miami's Service Partnership is funded by The Children's Trust. The Children's Trust is a dedicated source of revenue established by voter referendum to improve the lives of children and families in Miami -Dade County, Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Espanol: City of Miami's Service Partnership este financiado por El Fidecomiso de los Ninos (The Children's Trust). El Fidecomiso de los Ninos es una fuente de financiacion, establecida por referendum para mejorar las vidas de ninos y families en el Condado de Miami -Dade. Kreyol: City of Miami's Service Partnership finanse pa "The Children's Trust". Trust la, se you sous lajan ke gouvenman amerikin vote an referandom you ke' li invest' byen nan pwogram kap ameliore la Vi Ti Moun ak fanmi yo nan Myami Dade. Note: In cases where funding by The Children's Trust 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 Children's Trust... " 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 and the related Contract. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. Z. TOTALITY OF CONTRACT/SEVERABILITY OF PROVISIONS This Agreement and the related Contract with its attachments as referenced below contains all the terms and conditions agreed upon by the parties for Composite Exhibit 1, Trust Contract with: Attachment A: Scope of Services Attachment B: Other Fiscal Requirements, Budget, and Method of Payment Attachment C: Programmatic Data and Reporting Requirements Attachment D: Program Specific Audit Requirements Attachment E: Affidavit for level 2 Background Screenings, if applicable Exhibit 2 City Commission Resolution Exhibit 3 Provider's Authorization and Consent No other contract, oral or otherwise, regarding the subject matter of this Agreement and the related Contract shall be deemed to exist or bind the Parties. If any provision of this Agreement and the related Contract, as applicable, is held invalid or void, the remainder of this Agreement and the related Contract, as applicable, shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. CITY OF MIAMI, a Florida municipal corporation PROVIDER: By: Conee, Inc. D.B.A. Gymboree Play and Mus Johnny Martinez, City Manager Florida For -Profit Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Attest: By: By: Name: Title: Provider's Federal Priscilla A. Thompson, City Clerk ID# Date: Date: Approved as to Form and Correctness: Attest: By: By: Julie 0. Bru, City Attorney Name: Date: Title: Approved as to Insurance Requirements: Date: By: Calvin Ellis, Director of Risk Management Date: This Agreement is not valid until signed by both parties Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014through July 31, 2015." Composite Exhibit 1 Copy of The Children's Trust Contract No. And Services Authorization Letter With the City of Miami For The For 2011-2012 Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Exhibit 2 Copy of City of Miami City Commission Resolution No. adopted Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." Exhibit 3: Not -for -Profit or For -Profit Corporation's Authorizing Resolution and Consent and Acknowledgement of The Children's Trust Contract No. WHEREAS, the Board of Directors of at a duly held corporation meeting on has considered the matter of entering into a Professional Services Agreement with the City of Miami for the Program for the 2010-2011 Fiscal Year in accordance with the articles and by-laws of the corporation, and has authorized and directed as Chairperson/President, as Corporate Secretary, and as Executive Director to undertake any and all such matters contemplated by said Professional Services Agreement with the City of Miami on behalf of as a Florida corporation. NOW, THEREFORE, on behalf of , we the undersigned authorized representatives hereby acknowledge that we have reviewed a copy of, agree and consent to, and shall comply with the terms and conditions of the Children's Trust Contract No. between The Children's Trust and the City of Miami ("The Children's Trust Contract) as applicable to the scope of services to be provided by as indicated in Attachment A to the Children's Trust Contract as incorporated into the Professional Services Agreement. Dated this day of , 20_. Name of Entity: By: Name: Title: Chairperson/President of the Board of Directors SEAL/ATTEST: By: Name: Title: Corporate Secretary Rjj: 261426 "Form to be updated by City and Trust for FY 2014-2015 for new grant term beginning August 1, 2014 through July 31, 2015." rjj:Draft 301156 26 The Childm sTru Board of Directors Meeting Summary March 10, 2014 4:12 p.m. These actions were taken by The Children's Trust on March 10, 2014 Motion to approve the February 10, 2014 Board of Directors meeting minutes was made by Don Bierman and seconded by Dr. William .Pelham. Motion passed unanimously, 18-0, Finance & Operations Committee Report Resolution 2014-15: Motion to approve the resolution was made by Laurie W. Nuell and seconded by Dr. Thresia Gambon. Authorization for the President/CEO to negotiate and execute a contract with Aboard Publishing Company, Inc, to publish and distribute The Children's Trust 2014 summer programs guide and The Children's Trust 2014 after -school programs guide, for a maximum of 150,000 copies for both guides, in an amount not to exceed $116,640.00, subject to approval for form and legal sufficiency. Motion passed unanimously, 18-0. Resolution 2014-16; Motion to approve the resolution was made by 1,9arla Alonso and seconded by Dr. Jilli.am Pelham, Authorization for the President/CEO to approve an expenditure of up to $65,000.00 in fiscal year 2013-14 with Pete Diaz Productions to pay for audio visual and live event production services at monthly board meetings of The Children's Trust, select committee meetings, provider and community meetings organized by The Children's Trust and the Champions for Children awards ceremony, subject to approval for form and legal sufficiency. Motion passed unanimously, 18-0. Resolution 2014-17: Motion to approve the resolution was made by Maria Alonso and seconded by Dr. William Pelham. Authorization for the President/CEO to approve the expenditure of up to. $54,450.00 with Rex3 in fiscal year 2013-14 which includes: printing The Children's Trust Annual Report, and The Children's Trust "Parenting our Children" tri-lingual newsletter for fiscal year 2013- 2014, subject to approval for form and legal sufficiency. Motion passed unanimously, 18-0. Resolution 2014-18: Motion to approve the resolution was made by Don Bierman and seconded by Laurie W. Nuell. Authorization for the President/CEO to approve an expenditure of up to $40,000.00 with Schermer Creative Group in fiscal year 2013-14 for English to Spanish translation services, Spanish writing/editing projects, content curation, writing and posting in English and Spanish on all of The Children's Trust social media sites,subject to approval for form and legal sufficiency. Motion passed, 17-0. Recusal by Hon. Isaac Salver. Resolution 2014-19: Motion to approve the resolution was made by Don Bierman and seconded by Dr. William Pelham. Authorization for the President/CEO to approve the expenditure of up to $34,300.00 with Ahead Advertising Specialties in fiscal year 2013-14 to purchase community outreach materials branded by The Children's Trust, including $25,500.00 for 4,400 book bags for an annual back -to -school outreach effort to raise the profile of The Children's Trust in the community, subject to approval for form and legal sufficiency. Motion passed unanimously, 18-0. Resolution 2014-20: Motion to approve the resolution was made by Maria Alonso and seconded by Dr. William Pelham. Authorization for the President/CEO to approve the total expenditure of up to $86,940.00 with Florida Governmental Affairs and Univision Radio for the production and broadcast of The Children's Trust monthly "Criando Nuestros Nifios" and weekly "Luchando Por Nuestros Hijos" radio programs in Spanish in fiscal year 2013-14, inclusive of $24,000 already expended with Florida Governmental Affairs and $23,940.00 already expended with Univision Radio, subject to approval for form and legal sufficiency. Motion passed unanimously, 18-0, Minutes/Summary of March 10, 2014 Board Meeting Resolution 2014-21: Motion to approve the resolution was made by Don Bierman and seconded by Maria Alonso. Authorization for the President/CEO to negotiate and execute a contract with SHI to purchase 60 replacement laptops for The Children's. Trust staff to use during the course of business in an amount not to exceed $69,906.60, subject to approval for form and legal sufficiency. Motion passed unanimously, 18-0. Program Services Committee Report Resolution 2014-22: Motion to approve the resolution was made by Maria Alonso and seconded by Laurie W. Nuell. Authorization for the President/CEO to negotiate and execute a third and final contract renewal with Nova Southeastern University in an annual amount not to exceed $500,000.00, for capacity -building services for a quality improvement and support system, Project: Rise (Research, Inspiration, Support, & Evaluation), for The Children's Trust -funded Out -of -School (0OS) providers, for a 12-month term commencing on July 1, 2014 through June 30, 2015, subject to approval for form and legal sufficiency. Motion passed, 17-0. Recusal by Dr. William Pelham. Resolution 2014-23: Motion to approve the resolution was made by Maria Alonso and seconded by Gilda Ferradaz. Authorization for the President/CEO to negotiate and execute a contract renewal for a third and final term with CCDH, INC. formerly known as Community Committee for Developmental Handicaps, Inc., in an annual amount not to exceed $645,120.00, for capacity building services to provide inclusive services to children with disabilities, and to increase the capacity of programs serving children with disabilities to include children with more intensive needs, for a 12-month period commencing August 1, 2014 and ending July 31, 2015, subject to approval for form and legal sufficiency. Motion passed unanimously, 18-0. Resolution 2014-24:. Motion to approve the resolution was made by Nelson Hincapie and seconded by Manoucheke Thermitus. Authorization for the President/CEO to negotiate and execute a one year match contract with the Children's Movement of Florida and the University of Miami, to commence not later than April 1, 2014, to develop and implement a parent engagement initiative in Miami - Dade County, by creating not more than 10 parent action groups, in which, through a curriculum developed for this purpose, parents will learn how to become effective advocates for issues involving children, in an amount not to exceed $45,000 contributed by The Children's Trust, with a $15,000 match contribution from the Children's Movement of Florida and in -kind professional services from the University of Miami, which will support the development of a curriculum for this project, subject to approval for form and legal sufficiency. Motion passed unanimously, 18-0. Childhood Health & Development Committee Report Resolution 2014-25: Motion to approve the resolution was made by Dr. William Pelham and seconded by Hon. Isaac Salver, Authorization for the President/CEO to negotiate and execute a contract renewal for a fourth and final term, pursuant to resolution 2014-02, with seven (7) high performing service providers to deliver parenting education and family strengthening programs, for a combined total annual amount not to exceed $2,012,158,00, for a 12-month term commencing August 1, 2014 and ending July 31, 2015, subject to approval for form and legal sufficiency, as follows: Motion passed, 17-1. Opposed by Don Bierman. Min utes/ Agency Amount not to exceed Amigos Together for Kids, Inc. $200,000.00 Family Resource Center of South Florida, Inc, $135,500.00 Haitian Neighborhood Center, Sant La $125,000.00 Institute for Child & Family Health, Inc. $395,762.00 $500,000.00 Parent to Parent of Miami Inc. Richmond-Perrine Optimist .Club, Inc. $270,000.00 University of Miami - Dept. of Pediatrics/Families First S385,896,00 Total: $2,012,158,00 .a ;l do ,�2p,,142.; Motion to approve the resolution was made by Dr. Thresia Gambon and second` dby-Maria `A • lonso. Authorization for the President/CEO to negotiate and execute a contract renewal for a fourth and final term, pursuant to resolution 2014-02, with twelve (12) satisfactorily performing service providers to deliver parenting education and family strengthening programs, for a combined total annual amount not to exceed $2,176,546,00, for a 12-month term commencing August 1, 2014 and ending July 31, 2015, subject to approval for form and legal sufficiency, as follows: Motion passed, 17-0. Recusal by Dr. William Pelham, Agency Amount not to exceed Association for Retarded Citizens, S. Florida s200000.00 Catholic Charities of the Archdiocese of Miami., Inc. $210,000,00 ,�?1kfF, � , 0= ,rs ,,� .�� rCii { rt�1" m Miai Concerned African Women, Inc. $150,000.0D s486,352.00 Family Central, Inc Family Counseling Services of Greater Miami, Inc. $161,918.00 Fanm Ayisyen Nan Myami, Inc. $100,000.00 FIU Board of Trustees (Triple P) $149,821,00 Informed Families/The Florida Family Partnership $150,000.00 Miami Bridge Youth and Family Services, Inc. $115,293.00 S.T.E.P.S. in the Right Direction, Inc. $150,000.00 University of Miami/Parent-Child Interaction Therapy $150,000.00 Total: $2,176,546.00 Resolution 2014-Th Motion to approve the resolution was made by Dr. Nora Hernandez -Hendrix and seconded by Hon, Orlando A. Prescott. Authorization for the President/CEO to negotiate and execute a contract renewal for a fourth and final term, pursuant to resolution 2014-02, with eight (8) high performing service providers to deliver early childhood development programs, for a combined total annual amount not to exceed $1,813,339,00, for a 12-month term commencing August 1, 2014 and ending July 3,1, 2015, subject to approval for form and legal sufficiency, as follows: Motion passed, 17-0. Recusal by Dr. William Pelham. Agency Amount not to exceed Children's Home Society (Home Visiting) $466,825.00 Early Childhood Quality Consultant, LLC(ECQC) d.b.a. Playing the Game of Life $120,000.00 FIU Board of Trustees - Parents as Teachers (Home Visiting) $232,246.00 Grace Contrino Abrams Peace Education Foundation $330,767.00 The Miami Lighthouse for the Blind & Visually Impaired, Inc. (Home Visiting) $211,500.00 Rethink and Reuse $180,00.0,00 Therapy for Today $150,000,00. University of Miami - Debbie School $122,001.00 Total: $1,813,339.00 Resolution 2014.28: Motion to approve the resolution was made by Dr. Thresia Gambon and seconded by Maria Alonso. Authorization for the President/CEO to negotiate and execute a contract renewal for a fourth and final term, pursuant to resolution 2014-02, with seven (7) satisfactorily performing service providers to deliver early childhood development programs, for a combined total annual amount not to exceed $1,744,470.00, for a 12-month term commencing August 1, 2014 and ending July 31, 2015, subject to approval for form and legal sufficiency, as follows: Motion passed, 17-0. Recusal by Claudia Grillo. Agency Amount not to exceed City of Miami Beach (PCH) $150,000.00 Family Central, Inc. (HIPPY) $302,940.00 Minutes/Summary of March 10, 2014 Board Meeting Family Central, Inc. (TALK) $321,686.00 Florida State University - Center for Prevention & Early Intervention Policy (Young Parents project) $205,116.00 Institute for Child & Family Health, Inc. (All Board) $253 064.00 Miami Dade Family Learning Partnership, Inc. (ROR) $291,664.00 United Way (MAESTRO) $220 000,00 Total: $1,744,470.00 Resolution 2014-29: Motion to approve the resolution was made by Dr. Thresia Gambon and seconded by Claudia Grillo. Authorization for the President/CEO to negotiate and execute a contract renewal for a fourth and final term, pursuant to resolution 2014-02, with four (4) high performing service providers to deliver HealthConnect: maximizing early childhood development programs, which include home visitation, childcare -based health and developmental consultation and primary care - based developmental services (Healthy Steps), for a combined total annual amount not to exceed $1,871,546.00, for a 12-month term commencing August 1, 2014 and ending July 31, 2015, subject to approval for form and legal sufficiency, as follows: Motion passed unanimously, 18-0. Agency Amount not to exceed Children's Home Society $800,000.00 $300,000.00 Institute for Child & Family Health, Inc. (PAT) University of Miami $300,000.00 $471,546.00 University of Miami - Healthy Steps Total: $1,871,546.00 Resolution 2014-30; Motion to approve the resoluti-on was made by Don Bierman and seconded by Manou•cheka Therrnitus. Authorization for the President/CEO to negotiate and execute a contract renewal for a fourth and final term, pursuant to resolution 2014-02, with five (5) satisfactorily performing service providers, to deliver HealthConnect: maximizing early childhood Development programs, which include home visitation, childcare -based health and developmental consultation and primary care -based developmental services (Healthy Steps), for a combined total annual amount not to exceed $1,850,000.00,, for a 12-month term commencing August 1, 2014 and ending July 31, 2015, subject to approval for form and legal sufficiency,. as follows: Motion passed, 17-0. Recusal by Maria Alonso and D.r. Thresia Gambon. Agency Amount not to exceed Citrus Health Network, Inc. (CCC) $400,000.00 Community Health of South Florida, Inc. (HS) $300,000.00 Family Central, Inc. (CCC) $400,000,00 Healthy Start Coalition of Miami -Dade County (HV) $500,000.00 $250,000.00 Institute for Child and Family Health, Inc. (HS) Total: $1,850,000.00 Resolution 2014-31 was deferred to the next Board meeting for lack of quorum because of three (3) recusals. Resolution 2014-32 up to Resolution 2014-38 have been deferred as well to the next board meeting for loss of quorum. Meeting adjourned at 6:01 p.m. Minutes/Summary of March 10, 2014 Board Meeting Detail by Entity Name Page 1 of 2 Detail by Entity Name Florida Profit Corporation EXCEPTIONAL CONSULTING FOR EDUCATIONAL LEADERS, INC, Filing Information Document Number FEI/EIN Number Date Filed State Status Effective Date Principal Address 7891 SW 57 TERRACE M►AMi, FL 33143 Mailing Address 7891 SW 57 TERRACE MIAMI, FL 33143 Registered Agent Name & Address CARRERAS, MARIA C 7891 SW 57 TERRACE MIAMI, FL 33143 Officer/Director Detail Name & Address Title P CARRERAS, MARIA C 7891 SW 57 TERRACE MIAMI, FL 33143 Title VP MINAGORRI, YOLANDA G 7891 SW 57 TERRACE MIAMI, FL 33143 Annual Reports Report Year P06000100295 208113202 07/31/2006 FL ACTIVE 07/31/2006 Filed Date http ://se arch.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail/EntityName/domp-... 6/1 1 /2014 Detail by Entity Name Page 2 of 2 2012 2013 2014 01/09/2012 03/01/2013 02/26/2014 Document Images 02/26/2014 -- ANNUAL REPORT 03/01/2013 -- ANNUAL REPORT 01/09/2012 -- ANNUAL REPORT 01/06/2011 -- ANNUAL REPORT 02/17/2010 -- ANNUAL REPORT 01/15/2009 -- ANNUAL REPORT 01/07/2008 -- ANNUAL REPORT 04/30/2007 -- ANNUAL REPORT 07/31/2006 -- Domestic Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Copyright © and Privacy Policies State of Florida, Department of State http://search.sunbiz.org/Inquiry/CorporationSearcb/SearchResultDetail/EntitvName/dernn-... 6/1 1 /7f114 Detail by Entity Name Page 1 of 2 Detail by Entity Name Florida Profit Corporation CONEE, INC. Filing Information Document Number G60023 FEI/EIN Number 592331756 Date Filed 09/13/1983 State FL Status ACTIVE Principal Address CONEE, INC. 8530 SW 124th Avenue MIAMI, FL 33183 Changed: 02/27/2013 Mailing Address CONEE, INC. 8530 SW 124th Avenue MIAMI, FL 33183 Changed: 02/27/2013 Registered Agent Name & Address MOSKOWITZ, HERMAN 3850 HOLLYWOOD BLVD #204 HOLLYWOOD, FL 33021 Name Changed: 02/20/2011 Address Changed: 02/05/2001 Officer/Director Detail Name & Address Title PD GOUDIE, CONSTANCE CONEE, INC. 8530 SW 124th Avenue MIAMI, FL 33183 http://search. sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail/EntityName/dome.., . 6/12/2014 Detail by Entity Name Page 2 of 2 Annual Reports Report Year 2012 2013 2014 Document Images Filed Date 01/07/2012 02/27/2013 04/30/2014 04/30/2014 -- ANNUAL REPORT 02/27/2013 -- ANNUAL REPORT 01/07/2012 -- ANNUAL REPORT 02/20/2011 -- ANNUAL REPORT 02/02/2010 -- ANNUAL REPORT 03/05/2009 -- ANNUAL REPORT 02/04/2008 -- ANNUAL REPORT 04/09/2007 -- ANNUAL REPORT 02/03/2006 -- ANNUAL REPORT 01/29/2005 -- ANNUAL REPORT 02/04/2004 -- ANNUAL REPORT 03/31/2003 -- ANNUAL REPORT 03/05/2002 -- ANNUAL REPORT 02/05/2001 -- ANNUAL REPORT 02/15/2000 -- ANNUAL REPORT 02/26/1999 -- ANNUAL REPORT 03/10/1998 -- ANNUAL REPORT 05/09/1997 -- ANNUAL REPORT 05/20/1996 -- ANNUAL REPORT 04/24/1995 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Copyright © and Privacy Policies State of Florida, Department of State http://search.sunbiz.org/Inquiry/Corporat onSearch/SearchResultDetail/EntityName/domp-... 6/12/2014