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HomeMy WebLinkAboutExhibit - AgreementMIAMI-DADE COUNTY COMMUNITY ACTION AND HUMAN SERVICES DEPARTMENT MEALS FOR THE ELDERLY PROGRAM AGREEMENT This Agreement, made this by and between Miami -Dade County, a political subdivision of the State of Florida (hereinafter referred to as "County") through its Community Action and Human Services Department (herein referred to as "Department"), located at 701 NW 1s` Court, 11th Floor - Miami, Florida 33136, and the City of Miami, at its Charles Hadley/Carrie Meek Senior Center, at 1444 SW 2nd Avenue, Miami, Florida 33130, (hereinafter referred to as "Provider"), states conditions and covenants pursuant to which the Provider shall continue participating in the Department's Meals for the Elderly Program (hereinafter referred to as a "Program") for the County. WHEREAS, the Board through Resolution R 132-07 authorized the County Manager to receive and expend Title III-C Older Americans Act grant funds for the continued operation and administration of DHS' Meals for the Elderly Program; and WHEREAS, the Provider desires to continue participating in the Department's Meals for the Elderly Program, and the County desires to continue providing meals at the Provider's facility known as Charles Hadley/Carrie Meek Senior Senior located at 444 SW 2nd Avenue, Miami, Florida 33130; NOW, 'IH BEFORE, in consideration of the mutual covenants recorded herein, the parties hereto, agree as follows: I. AMOUNT PAYABLE: Subject to the availability of funds and pursuant to the Title III-C Older Americans Act grant, the maximum amount payable for services rendered under this Agreement shall not exceed $ 0,00. H. SCOPE OF SERVICES: The Department agrees to: a. Provide meal service personnel to serve Title HI-C approved meals to clients participating in the Program at the Provider's site as listed above. b. Adhere to the approved menu guidelines as specified by the Older Americans Act Title III funding source contract between Miami -Dade County and the Alliance For Aging, Inc. for the provision of nutritional services that assist elders to live independently, with better health through improved nutrition and reduced isolation. c. Provide one (1) individual hot meal to Program participants five- (5) days per week .excluding holidays and special events. d. Provide support services to the Program's participants, which shall include, but not be limited to nutrition education and cultural and recreational activities. e. Adhere to Title III-C and any other legal requirements of reporting elder abuse, neglect, and exploitation to the Elder Abuse Hotline. 1 The Provider agrees to: a. Provide the physical space and equipment necessary for the provision of meals and other support services as described herein, at no cost to CAHSD. b, Permit the Department's meal service personnel to enter the physical space listed in Section 11(a) above and provide the meals. c. Provide the maintenance, janitorial and other related facility support services necessary to maintain a sanitary and clean environment for the provision of meals as described herein, at no cost to CAHSD. d. Complete and submit any reports and other information required by Miami -Dade County in connection with the Provider's participation in the Program, including reports of monthly and/or quarterly fire drills. e. Provide for the posting of conspicuous signs in the physical space where the meals are provided, advising participants in the Program that donations are accepted. Additionally, the following should be posted: Grievance Procedures, Health Warning signs warning participants against removing food from the dining area, and other information as required by the County or other funding sources. f. Acknowledge that all federally funded Older Americans Act senior meal sites are open to any eligible client in the community. g. Adhere to all applicable rules and regulations of Title III-C of the Older Americans Act, all of which are incorporated herein by reference. h. Comply with any and all laws, regulations and guidelines concerning this agreement as applicable The Provider will implement the Scope of Services in a manner deemed satisfactory to the County. Any modification or amendment to the Scope of Services shall not be effective until approved by the County in writing. IIT. EFFECTIVE TERM: The effective term of this Agreement shall be from January .1, 2016 to December 31, 2018, 1. INDEMNIFICATION BY PROVIDER A. Government Entity: Government entity shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attomey's fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, --causes of actions -or proceedings of -any -kind of nature arising -out of -relating -to or - resulting from the performance of the Agreement by the government entity or its employees, agents, servants, partners, principals or subcontractors. Government entity shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind of nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgment, and attorneys' fees 2 which may issue therein. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 Florida Stat B. All Other Providers: The Provider shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Provider or its employees, agents, servants, partners principals or subcontractors. Provider shall pay all claims, losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue therein. Provider expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Provider shall in no way limit the required by this Agreement or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County of its officers, employees, agents and instrumentalities as herein provided. C. Tenn of Indemnification: The provisions of this section or indemnification shall survive the expiration or termination of this Agreement. I. INSURANCE A. Government Entity: If the Provider is the State of Florida or agency or political subdivision of the State as defined in Section 768.28, Florida Statutes, the Provider shall furnish to the County, upon request, written verification of liability protection in accordance with section 768.28, Florida Statutes. Nothing herein shall be construed to extend any party's liability beyond that provided in section 768.28, Florida Statutes. B. All Other Providers: 1. Modification and Changes: The Provider shall notify the County of any intended changes in insurance coverage, including but not limited to any renewals of existing insurance policies. Upon review of the Provider's Scope of Services, the County may increase, waive, or modify any of the following insurance requirements. Any requests by a Provider to decrease, waive, or modify any of the following insurance requirements must be approved in writing by the County's Risk Management Division. 2. Minimum Insurance Requirements. Certificates of Insurance. The Provider shall furnish to the Department, Miami -Dade County Department of Human Services, c/o Meals for the -Elderly Program Fiscal -Offices, 701 NW-15f Court, -10Ih--Floork Miami, Florida 33134 Certificate (s) of insurance indicating that insurance coverage has been obtained which meets the requirement as outlined below: a) Worker's Compensation .Insurance for all employees of the Provider as required by Florida Statute 440. 3 b) Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. Miami -Dade County must be shown as an additional insured with respect to this coverage. c) Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in connection with the work, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. For Providers using vans or mini -vans with seating capacities of fifteen (15) passengers or more, the limit of liability required for Automobile Liability Insurance is $500,000. d) Professional Liability Insurance, when applicable, in the name of Provider in an amount not less than $300.000. 3. Classification and Ratings: The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the services or operations described in the Scope of Services. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent subject to the approval of the County Risk Management Division. Or The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized to do Business in Florida", issued by the State of Florida Department of Insurance and must be members of the Florida Guaranty Fund. Certificates of Insurance shall indicate that no modification or changes to insurance shall be made without thirty (30) days written advance notice to the certificate holder. C. Failure to Provide Certificate of Insurance: If the Provider fails to furnish the County with Certificates or written verification required under this section or as determined by the Comity's Risk Management Division after review of the Scope of Services, the County shall not disburse any funds until it is provided with the necessary Certificates of Insurance or written verification. Failure to provide the Certificates of Insurance or written verification within sixty (60) days of execution of this Agreement may result in termination of this Agreement at the sole -discretion of the County. - _ --- II. PROOF OF LICENSURE/CERI WICATION A. Licensure. If the Provider is required by the State of Florida or Miami -Dade County or any law or regulation to be licensed or certified to provide the services or operate the facilities outlined in the Scope of Services (Attachment A), the Provider shall furnish to the County a copy of all required 4 current licenses or certificates. Examples of services or operations requiring such licensure or certification include but are not limited to childcare, day care, nursing homes, and boarding homes. If the Provider fails to furnish the County with the licenses or certificates required under this Section, the County shall not disburse any funds until it is provided with such licenses or certificates. Failure to provide the licenses or certificates within sixty (60) days of execution of this Agreement may result in termination of this Agreement at the County's discretion, B. Background Screening. The Provider agrees to comply with all applicable laws, regulations, ordinances and resolutions regarding background screening of employees, volunteers and subcontractors. Provider's failure to comply with any applicable laws, regulations, ordinances and resolutions regarding background screening of employees, volunteers and subcontractors is grounds for a material breach and termination of this contract at the sole discretion of the County. The Provider agrees to comply with all applicable laws (including but not limited to Chapters 39, 402, 409, 394, 408, 393, 397, 984, 985 and 435, Florida Statutes, as may be amended form time to time), regulations, ordinances and resolutions, regarding background screening of those who may work or volunteer with vulnerable persons, as defined by section 435.02, Florida Statutes, as may be amended from time to time. In the event criminal background screening is required by law, the State of Florida and/or the County, the Provider will permit only employees and subcontractors with a satisfactory national criminal background check through an appropriate screening agency (i.e., the Florida Department of Juvenile Justice, Florida Department of Law Enforcement or Federal Bureau of Investigation) to work or volunteer in direct contact with vulnerable persons. The Provider agrees to ensure that employees and subcontracted personnel who work with vulnerable persons satisfactorily complete and pass Level 2 background screening before working or volunteering with vulnerable persons. Provider shall furnish the County with proof that employees, volunteers and subcontracted personnel, who work with vulnerable persons, satisfactorily passed Level 2 background screening, pursuant to Chapter 435, Florida Statutes, as may be amended from time to time. If the Provider fails to furnish to the County proof that an employee, volunteer or subcontractor's Level 2 background screening was satisfactorily passed and completed prior to that employee or subcontractor working or volunteering with a vulnerable person or vulnerable persons, the County shall not disburse any further funds and this Contract may be subject to termination at the sole discretion of the County. III, CONFLICT OF INTEREST A. The Provider agrees to abide by and be governed by the Miami -Dade County Conflict of Interest and Code of Ethics Ordinance codified at Section 2-11.1 et. al. of the Code of Miami -Dade County, as may be amended from time to time, which is incorporated herein bar -reference as -if fully set forth herein. - - - - - B. No person under the employ of the County, who exercises any function or responsibilities in connection with this Agreement, has at the time this Agreement is entered into, or shall have during the term of this Agreement, any personal financial interest, direct or indirect, concerning this Agreement as prohibited by the Miami -Dade County Conflict of Interest and Code of Ethics Ordinance. 5 1V. CIVIL RIGHTS A. The Provider agrees to abide by Chapter 11A of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing and public accommodations on the basis of race, creed, religion, color, sex, familial status, marital status, sexual orientation, pregnancy, age, ancestry, national origin or handicap; 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. §6101, as amended, which prohibits discrimination in employment because of age; the Rehabilitation Act of 1973, 29 U.S.C. §794, as amended, which prohibits discrimination on the basis of disability; the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., which prohibits discrimination in employment and public accommodations because of disability; the Federal Transit Act, 49 U.S.C. §1612, as amended; and the Fair Housing Act, 42 U.S.C. §3601 et seq:_ It is expressly understood that the Provider must submit an affidavit attesting that it is not in violation of the Acts. If the Provider or any owner, subsidiary, or other firm affiliated with or related to the Provider is found by the responsible enforcement agency, the Courts or the County to be in violation of these acts, the County will conduct no further business with the Provider. Any agreement entered into based upon a false affidavit shall be voidable by the County. If the Provider violates any of the Acts referenced in the paragraph above during the term of any contract the Provider has with the County, such contract shall be voidable by the County, even if the Provider was not in violation at the time it submitted its affidavit. B. The Provider agrees that it is in compliance with the Domestic Violence Leave, codified as § 11 A 60 et seq. of the Miami -Dade County Code, which requires an employer, who in the regular course of business has fifty (50) or more employees working in Miami -Dade County for each working day during each of twenty (20) or more calendar work weeks to provide domestic violence leave to its employees. Failure to comply with this local law may be grounds for the County to void or terminate this Agreement or for commencement of debarment proceedings against Provider. V. NOTICES It is understood and agreed between the parties that written notice addressed to the Department and mailed or delivered to the address appearing on page one (1) of the Agreement and written notice addressed to the Provider and mailed or delivered to the address appearing on page (1) of this Agreement shall constitute sufficient notice to either party. VI. AUTONOMY Both parties agree that this Agreement recognizes the autonomy of and stipulates or implies no affiliation between the parties other than this contractual agreement. It is expressly understood and intended that the Provider is not an agent or instrumentality of the County. Furthermore, the Provider's agents and employees are not agents or employees of the County. 6 VII. 3REACH: COUNTY REMEDIES A. Breach: A breach by the Provider shall have occurred under this Agreement if: (1) the Provider fails to provide the services outlined in the Scope of Services within the effective term of this Agreement; (2) the Provider does not furnish the Certificates of Insurance required by this Agreement or as determined by the County's Risk Management Division; (3) the Provider does not furnish proof of licensure/certification or proof of background screening required by this Agreement; (5) the Provider does not submit or submits incomplete or incorrect required reports; (6) the Provider refuses to allow the County access to records or refuses to allow the County to monitor, evaluate and review the Provider's program; (7) the Provider discriminates under any of the laws outlined in this Agreement; (8) the Provider fails to provide Domestic Violence Leave to its employees pursuant to local law; (9) the Provider attempts to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement; (10) the Provider fails to correct deficiencies found during a monitoring, evaluation or review within a specified time; (11) the Provider fails to meet the terms and conditions of any obligation under any contract or otherwise or any repayment schedule to the County or any of its agencies or instrumentalities; (12) or the Provider fails to fulfill in a timely and proper manner any and all of its obligations, covenants and stipulations in the Agreement Waiver of breach of any provisions of this Agreement 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. B. County Remedies: If the Provider breaches this Agreement, the County may pursue any or all of the following remedies: 1. The County may terminate this Agreement by giving written notice to the Provider of such termination and specifying the effective date thereof at least thirty (30) days before the effective day of termination. In the event of termination, the County may (a) request the return of all finished or unfinished documents, data studies, surveys, drawing, maps, models, photographs, reports prepared and secured by the Provider with County funds under this Agreement; (b) seek reimbursement of any County funds allocated to the Provider under this Agreement; or (c) terminate or cancel any other contracts entered into between the County and the Provider. The Provider shall be responsible for all direct and indirect cost associated with such termination, including attorney's fees; 2. The County may suspend this Agreement in whole or in part by providing written notice to the Provider of such suspension and specifying the effective date thereof, at least thirty (30) days before the effective date of suspension. If the Agreement is suspended, the County shall specify in writing the actions that must be taken by the Provider as condition precedent to resumption of the Agreement and shall specify a reasonable date for compliance. - The Provider shall -be responsible for all direct -and - indirect costs associated with such suspension, including attorney's fees; 3. The County may seek enforcement of this Agreement including but not limited to filing an action with a court of appropriate jurisdiction. The Providers shall be responsible for all direct and indirect costs associated with such enforcement, including attorney's fees; 7 4. The County may debar the Provider from future County contracting; 5, If, for any reason, the Provider should attempt to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement, the County shall, whenever practicable terminate this Agreement by giving written notice to the Provider of such termination. The County may terminate or cancel any other Agreements with such individual or entity has with the County. Such individual or entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees. Any individual or entity who attempts to meet its contractual obligations with the county though fraud, misrepresentation or material misstatement may be disbarred from county contracting for up to five (5) years; 6. Any other remedy available at law or equity. C. The County Mayor or Mayor's Designee is authorized to terminate this Agreement on behalf of the County. VIII. DAMAGES SUSTAINED: Notwithstanding the above, the Provider shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of this Agreement. The County may also pursue any remedies available at law or equity to compensate for any damages sustained by the breach, The Provider shall be responsible for all direct and indirect costs associated with such action, including attorney's fees. IX. OTIIER GROUNDS FOR TERMINATION a. Termination by Either Party: Both parties agree that this Agreement may be terminated by either party hereto by written notice to the other party of such intent to terminate at least thirty (30) days prior to the effective date of such termination. The County Mayor or Mayor's Designee is authorized to terminate this Agreement on the behalf of the County. b. Termination for Fraud: Other grounds for termination include if the provider falsifies or violates the provisions of the Drug Free Workplace Affidavit; the Provider attempts to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement; fails to meet the terms and conditions of any obligation or repayment schedule to the County or any of its agencies or instrumentalities. If, for any reason, the Provider should attempt to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement, the County shall, whenever practicable terminate this Agreement by giving written notice to the provider of such termination and specifying the -effective -date thereof at -least five (5) days -before the effective date of such- termination. The County may terminate or cancel any other contracts which such individual or entity has with the County. Such individual or entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees. Any individual or entity who attempts to meet its contractual obligations with the County through fraud, misrepresentation or material misstatement may be disbarred from county contracting for up to five (5) years. 8 X. RECORDS, REPORTS, AUDITS, MONITORING AND REVIEW A. Accounting Records: The Provider shall keep accounting records which conform to generally accepted accounting principles. All such records will be retained by the Provider for not less than five (5) years beyond the term of this Agreement. B. Monthly Reports: The Provider shall submit the required monthly reports as required by the County's local, state and federal funding sources. XL INSPECTOR GENERAL. Miami -Dade County has established the Office of the Office of Inspector General which is empowered to perform random audits on all County contracts throughout the duration of each contract. The Miami -Dade County Inspector General is authorized and empowered to review past, present and proposed County and Public Health Trust programs, contracts, transactions, accounts, records and programs. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of records and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in compliance with plans, specifications and applicable law. The Inspector general is empowered to analyze the necessity of and reasonableness of proposed charge orders to the Contract. The Inspector General is empowered to retain the services of independent private sector inspectors general (IPSIG) to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, proposal submittals, activities of the Provider, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon ten (10) days prior written notice to the Provider from the Inspector General or IPSIG retained by the Inspector General, the Provider shall make all requested records and documents available to the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG shall have the right to inspect and copy all documents and records in the Provider's possession, custody or control which, in the Inspector General or IPSIG's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, worksheets, proposals and agreements from and with successful and unsuccessful subcontractors and suppliers, all project -related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back -charge documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records, and supporting documentation for the aforesaid documents and records. The provisions in this section shall apply to the Provider, its officers, agents, employees, subcontractors and suppliers. The Provider shall incorporate the provisions in this section in all subcontractors and all other- agreements executed- by --the Provider in connection- with -the - performance of the contract. Nothing in this contract shall impair any independent right of the County to conduct audit or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the County by the Provider or third parties. 9 XII. NIISCELLANEAOUS A. Agreement Guidelines: The Provider agrees to comply with all applicable federal, state, and county laws, rules and regulations, which are incorporated herein by reference as if fully set forth herein. This Agreement is made in the State of Florida and shall be governed according to the laws of the State of Florida. Proper venue for this Agreement shall be Miami -Dade County, Florida. B. Modifications: Any alterations, variations, modifications, extensions, or waivers of provisions of this Agreement including but not limited to amount payable and effective term shall only be valid when they have been reduced to writing, duly approved and signed by both parties and attached to the original of this Agreement. The County and Provider mutually agree that modification of the Scope of Services, set forth herein and other such revisions may be negotiated as a written amendment to this Agreement between the parties. The County Mayor or Mayor's Designee is authorized to make modifications to this Agreement as described herein on behalf of the County: C. Counterparts: This Agreement is signed in five (5) counterparts, and each counterpart shall constitute an original of this Agreement. D. Headings, Use of Singular and Gender: Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. Severability of Provisions: No other Contract, oral or otherwise, regarding the subject matter of this Contract .shall be deemed to exist or bind any of the parties hereto. This Agreement states the entire understanding and agreement between the parties and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between the parties with respect to the subject matter of this Agreement. The parties recognize that any representations, statements, or negotiations made by the staff of either party does not suffice to legally bind either party in a contractual relationship unless they have been reduced to writing and signed by their authorized representative(s). 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. This Agreement shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. 10 IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this Agreement on the date first written above. WITNESSES; NAME: PROVIDER: City of Miami (PRINT) NAME: BY NAME: NAME: NAME: (SIGNATURE) (PRINT NAME OF AUTHORIZED AGENCY REPRESENTATIVE) (PRINT) (SIGNATURE OF AUTHORIZED AGENCY REPRESENTATIVE) (SIGNATURE) ATTEST: Harvey Ruvin, Clerk Deputy Clerk (ITILE) By: Lucia Davis -Raiford Director, Community Action and Human Services Department 11 MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS Date By: Carlos A. Gimenez Mayor Miami — Dade County Department of Human services Meals for the Elderly Program 95 meals delivered daily X 260 days per year 24,700 meals per year X $2.80(cost per meal) $69,160 cost per year X 3 years $207,480.00