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HomeMy WebLinkAboutExhibit - Services AgreementPARKS AND RECREATION SERVICES AGREEMENT FOR ONGOING COMPLIANCE WITH PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND CERTAIN U.S. TREASURY REGULATIONS PROMULGATED THEREUNDER BY AND BETWEEN THE CITY OF MIAMI, FLORIDA AND AMIGOS TOGETHER FOR KIDS, INC. FOR JOSE MARTI PARK THIS PARKS AND RECREATION SERVICES AGREEMENTFOR ONGOING COMPLIANCE WITH PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND CERTAIN U.S. TREASURY REGULATIONS PROMULGATED THEREUNDER ("Agreement") is effective as of ("Effective Date") between the City of Miami, Florida, a Florida municipal corporation, whose principal address is 3500 Pan American Drive, Miami, Florida ('City"), and Amigos Together for Kids, Inc., a Florida not -for -profit corporation with tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("IRS Code"), whose address is 2153 Coral Way, Suite 405, Miami, Florida 33145 ("Provider"). RECITALS: WHEREAS, the City has previously entered into agreements with Provider to provide after school services, including instruction, , homework assistance, computer education, and program management, family events, cultural, educational, parenting, and recreational activities (collectively, "Scope of Services", attached and incorporated as Composite Attachment A-1 hereto) at various public facilities located at the City's Jose Marti Park located at 362 SW 4 Street, Miami, Florida 33130 (collectively, "Park Use Areas", attached and incorporated as Composite Attachment A-2 hereto); and WHEREAS, the City's public facilities at Jose Marti Park from time to time have been constructed and improved with funding from various City and Miami -Dade County tax- exempt bond funds, which require ongoing compliance with the provisions of the Internal Revenue Code of 1986, as amended ("IRS Code") and U. S. Treasury Regulations promulgated thereunder ("U. S. Treasury Regulations"); and WHEREAS, although Provider periodically has received funding through the City and The Children's Trust to provide after school services for the City's Department of Parks and Recreation ("Department") for youth at Jose Marti Park, Provider also through donations has provided other family events, cultural, educational, and recreation activities free and open to the public, has provided donations and in -kind services for improvements to the facilities, and has paid the City one dollar ($1.00) per month for the use of the facilities to provide the services free of charge to the community; and WHEREAS, on , the City Commission, pursuant to Resolution No. R-17- (the "City Authorizing Resolution", attached and incorporated as Composite Attachment A-3): (1) accepted and adopted the City Manager's and the Department's recommendations and findings that pursuant to Section 18-86(a)(3)(c) of the Code of the City of Miami, Florida, as amended (the "Code"), competitive negotiation methods and procedures were not practicable or advantageous for obtaining said Services, and waived competitive bidding methods and procedures for said Services, (2) authorized the City Manager to negotiate and execute a Parks and Recreation Services Agreement for ongoing compliance with the provisions of the Internal Revenue Code of 1986, as amended ("IRS Code") and certain U.S. Treasury Regulations promulgated thereunder ("U.S. Treasury Regulations"), in form acceptable to the City Attorney and Bond Counsel, with Provider to continue to provide said Services for a five (5) year contract period commencing as of May 12, 2017 through May 11, 2022, further authorized the City Manager to negotiate and execute, in form acceptable to the City Attorney and Bond Counsel, such further alterations, variations, modifications, extensions, renewals, or waivers that do not exceed the amount payable and do not change the length of the effective term, in order to comply with IRS Code and the U.S. Treasury Regulation provisions; and WHEREAS, the City Commission pursuant to the City's Authorizing Resolution further directed that any renewal of this Agreement for ongoing compliance with the IRS Code and U.S. Treasury Regulations beyond the initial five (5) year term must return to the City Commission for review and approval; and WHEREAS, on October 3, 2009 and May 6, 2015 Provider's Board of Directors pursuant to not -for -profit corporation authorized Provider's President and CEO (1) to negotiate and execute this Agreement and any and all further alterations, variations, modifications, extensions, renewals, or waivers that do not exceed the programmatic term and any applicable not to exceed amount, and (2) to undertake all necessary actions on behalf of Provider for its compliance with the terms and conditions of this Agreement, including but not limited to all requirements for compliance with the IRS Code and U.S. Treasury Regulation provisions; and NOW, THEREFORE, in consideration of the mutual covenants herein, the City and Provider (sometimes hereafter referred to as "Parties") agree as follows: A. EFFECTIVE TERM The effective term of this Agreement shall be for the five (5) year contract period commencing as of May 12, 2017 through May 11, 2022, with an option to renew for up to a ten year period subject to ongoing compliance and Provider's performance and termination rights of the parties as set forth in this Agreement. B. TERMS OF RENEWAL, if applicable In the sole discretion of the City Commission, this Agreement may be renewed with the written acknowledgement of Provider. In considering the exercise of any Agreement renewal, and in accordance with the City Authorizing Resolution and Provider's Board authorization at such time(s) as applicable, renewal may not exceed a term equal to the term of the initial Agreement for a total maximum of two (2) terms totaling ten (10) years. The City Commission in its sole discretion will consider, but is not limited to, the following: 1. Provider meeting the performance requirements specified in this Agreement. 2. Continued demonstrated and documented need for the services provided by Provider. 3. Program performance, fiscal performance, and compliance by Provider that is deemed satisfactory in City Commission' s sole discretion. 4. Provider's compliance with IRS Code and U.S. Treasury Regulation provisions related to the limitations on use of tax-exempt bond financed/improved facilities. 5. If applicable to funding from the City to Provider, the City is prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the agreement. 6. If applicable, the City in its sole discretion will initiate re -negotiation of this Agreement before the Agreement term expires. C. SCOPE OF SERVICES AND PARK USE AREAS 1. Provider agrees to render services in accordance with the Scope of Services as set forth in Composite Attachment A-1 in the Park Use Areas set forth in Composite Attachment A-2 hereto. Provider shall implement the Scope of Services and use the Park Use Areas in a manner deemed satisfactory to the City. Any modification to the Scope of Services or to the Park Use Areas shall not be effective until approved, in writing, by the City and Provider. 2. The Scope of Services' activities and performance measures and Provider' s ongoing compliance use of the Park Use Areas, as well as complete and accurate data, programming, and use information will be used in the evaluation of Provider's overall performance and compliance. 3. If applicable, Provider agrees that any funding provided by the City, pursuant to this Agreement will be used exclusively for the Scope of Services in and for the benefit of Miami -Dade County residents. 4. Provider and the City agree that except at such times as Provider is providing scheduled approved activities under the Scope of Services in the Park Use Areas, such Park Use Areas shall remain open and available for other Parks users pursuant to the City's rules and regulations for Parks uses and in accordance with public access requirements for compliance with the IRS Code and U.S. Treasury Regulation provisions related thereto. Provider and the City further agree that City through the Department's Staff shall work with Provider to secure and protect from vandalism the facilities in the Park Use Areas where Provider and its donors have provided improvements. Provider and City further agree that except during such times that Provide is providing the scheduled approved activities under the Scope of Services in the Park Use Areas, neither Provider nor any other user shall have exclusive use of any Park Use Area. The Provider and the City specifically acknowledge and agree that this Agreement is not a lease, and does not confer upon Provider any leasehold interest, or similar interest, in Park Use Areas. D. TOTAL FUNDING, COMPENSATION, FEES, AND OTHER PAYMENTS 1. NOT APPLICABLE: Subject to the availability of funds, the maximum amount payable for Services rendered under this Agreement shall not exceed $ N/A , with a required match of $N/A . Provider agrees that should available funding to The City be reduced, the amount payable under this Agreement will be reduced at the sole option of the City. Provider agrees to adhere to Attachment B of this Contract: Other Fiscal Requirements, Budget and Method of Payment. 2. Fees: Provider shall pay a monthly use fee to the City of one dollar ($1.00) per month for the use of the Park Use Areas to provide the Scope of Services free of charge to the community. Provider understands and agrees that it shall be responsible for payment to the City of any other City fees, including but not limited to Special Events Permit Fees, as applicable pursuant to the City's Code, rules and regulations, as amended from time to time throughout the term of this Agreement. 3. Other Payments: If applicable to a not -for -profit organization, Provider agrees to pay any other amounts that would be legally required to be paid pursuant to federal, state, county, city, or other local laws for Provider's Scope of Services. E. FISCAL MANAGEMENT 1. Double Billing and Payments Provider costs or earnings claimed under this Agreement may not also be claimed under any other Agreement or grant from the City or, unless such claim is denied by The Children's Trust, from any other agency. Any claim for double payment by Provider shall be a material breach of this Agreement. 2. No Supplanting of Existing Public Funds The City funding may not be used as a substitute for existing resources or for resources that would otherwise be available for children's services, or to replace funding previously provided by, and currently available from, local and state funding sources for the same purpose. A violation of this section by provider shall be considered a material breach of this Agreement. 3. Capital Equipment Capital equipment is included in the definition of "property" under Florida Statutes, Chapter 274, and Florida Administrative Code, Section 69I-73.001, and is defined=as individual items with a value of $1,000 or greater which have a life expectancy of more than one year. Provider is to maintain proof of Property Coverage in accordance with the insurance requirements prescribed in section K of this Agreement. Capital equipment purchased with City funds by Provider become assets of the City; are intended for the City funded programs; are owned by the City; and must be tagged at the time of purchase as an asset of the City. The City will work with Provider to tag the asset and receive all information regarding the capital equipment. Provider must maintain a record of any capital equipment purchased with funds provided by the City. When Provider is no longer funded by the City, the equipment will be returned to the City unless it is fully depreciated and Provider wishes to purchase such depreciated equipment from the City. Upon payment by Provider to the City at the depreciated cost, ownership of capital equipment will be transferred to Provider and removed from the City's fixed asset system if the capital equipment is fully depreciated and in the possession of Provider. Provider can purchase the equipment at the depreciated cost with the approval of the City in accordance with the City Code's asset disposition requirements. If capital equipment is not purchased by Provider prior to the equipment being fully depreciated, Provider must return such capital equipment to the City before submission of the final invoice. In the event that property of the City is either damaged, lost, or stolen, while in Provider's possession, Provider is to perform all of the following: a) within five (5) business days provide written notification to the City Manager that the capital equipment has been either damaged, lost or stolen; b) provide a police report for lost or stolen items; or provide a written statement as to how the capital equipment was damaged; and c) reimburse the City for the value, as determined by the City. 4. Assignments and Subcontracts Provider shall not assign this Agreement to another party. Provider shall not sub -contract any services under the Scope of Services under this Agreement without prior written approval of the City. In any subcontract, Provider shall incorporate appropriate language from this Agreement into each sub -contract and shall require each subcontractor providing services to be governed by the terms and conditions of this Agreement. Provider shall submit to the City a copy of each sub -contract to this Agreement within thirty (30) days of its execution. All sub -contracts with Provider must be executed within ninety (90) days of Provider's execution date. All subcontractors must agree to be monitored by Provider and the City, in the same manner as Provider under the terms of this Agreement. Provider acknowledges and agrees that the City and any subcontractor to this Agreement have authority to communicate and exchange information about contract, 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, including services provided and expenses incurred by any and all subcontractors. The City shall not be liable to any subcontractor for any reimbursable expenses or liabilities incurred under any subcontract. Provider shall be solely liable for any expenses or liabilities incurred under any subcontract. Provider shall hold harmless, release, and defend, at Provider's expense, the City and its officials, employees, agents, and representatives against any claims, demands or actions related to any subcontract. The City shall not provide funds to any subcontractor unless specifically agreed to in writing by the City with notification to the Provider. All payments to any contracted subcontractor shall be paid directly by Provider to the subcontractor. The City reserves the right to require verification from Provider and/or subcontractor of payment due for satisfactory work performed by the subcontractor. Provider and any subcontractor must be currently qualified and have all applicable licenses, fees, and required governmental approvals to conduct business in the State of Florida, Miami -Dade County, and the City of Miami at the time that this Agreement and at the time that any subcontractor agreement are entered into and services are rendered. 5. Religious Purposes Providers and/or their faith -based community partners shall not use any funds provided under this Agreement to support any inherently religious activities, including but not limited to, any religious instruction, worship, proselytization, publicity or marketing materials. Any such use by Provider shall be a material breach of this Agreement . 6. Lobbying Provider shall not use any funds provided under this Agreement or any other funds provided by the City for lobbying any federal, state or local government or legislators. Any such use by Provider shall be a material breach of this Agreement. 7. Adverse Action or Proceeding Provider shall not use any funds under this Agreement, or any other funds provided by the City, for any legal fees, or for any action or proceeding against the City, its agents, employees, representatives, or officials. Any such use by Provider shall be a material breach of this Agreement. 8. Compliance Provider agrees to maintain and ensure its compliance, as applicable, with federal, state, county, and local laws. This includes, but is not limited to, adherence to IRS Code and U.S. Treasury Regulation provisions applicable to uses of tax-exempt bond funded/improved facilities, IRS rules and regulations requiring timely filing of tax documents to maintain tax-exempt status and payment of payroll taxes, as applicable, throughout the term of this Agreement. Provider further agrees to provide agency and site(s) information to Switchboard of Miami 211, The City 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 City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by Provider or its employees, agents, servants, partners, principals or subcontractors. Subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec. 768.28, Provider shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. 2. All Other Providers Provider shall indemnify, release, and hold harmless the City and its officers, employees, agents, representatives, and instrumentalities from any and all liability, losses or damages, including reasonable attorneys' fees and costs of defense, which the City or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by Provider or its employees, agents, servants, partners, principals or sub -contractors, except to the extent arising from the City's willful or wanton acts or omissions. To the extent arising from a liability that is covered by the foregoing indemnification, Provider shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of The Children's Trust, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. Provider agrees that any insurance protection required by this Agreement or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the City or its officers, employees, agents, representatives, and instrumentalities. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement. G. COPYRIGHTS AND RIGHT TO DATA/MATERIALS Where activities supported by this Agreement produce original writing, data, sound recordings, pictorial reproductions, drawings or other graphic representations and works of similar nature, the City has a license to reasonably use, duplicate and disclose such materials in whole or in part in a manner consistent with the purposes and terms of this, and to have others acting on behalf of the City to do so, provided that such use does not compromise the validity of any copyright, trademark or patent. If the data/materials so developed are subject to copyright, trademark or patent, legal title and every right, interest, claim or demand of any kind in and to any patent, trademark or copyright, or application for the same, will vest in Provider or with any applicable third party who has licensed or otherwise permitted Provider to use the same. Provider agrees to allow the City and others acting on behalf of the City to have reasonable use of the same consistent with the purposes and terms of Agreement, at no cost to the City provided that such use does not compromise the validity of such copyright, trademark or patent. H. OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY This Agreement is subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records and public contracts. Accordingly, to the extent permitted by Chapter 119, Florida Statutes, Provider retains sole ownership of intellectual property developed under this Agreement. Provider is responsible for payment of required licensing fees if intellectual property owned by other parties is incorporated by Provider into the services required under this Agreement. Such licensing should be in the exclusive name of Provider. Payment for any licensing fees or costs arising from the use of others' intellectual property shall be at the sole expense of Provider. Provider shall indemnify, release, defend and hold harmless the City, and its officials, employees, representatives, agents, and instrumentalities from liability of any nature or kind, including costs and expenses for or on account of third party allegations that use of any intellectual property owned by the third party and provided, manufactured or used by the Provider in the performance of this Agreement violates the intellectual property rights of that third party. I. BREACH OF AGREEMENTAND REMEDIES 1. Breach A material breach by Provider shall have occurred under this Agreement if Provider through action or omission causes any of the following: a. Fails to comply with Background Screening, as required under this Agreement. b. Fails to provide the Scope of Services outlined in Composite Attachment A-1 within the effective term of this Agreement; c. Fails to provide such Scope of Services within the outlined Park Use Areas set forth in Composite Attachment A-2 in compliance with the IRS Code and the U.S. Treasury Regulations applicable to tax-exempt bond funded/improved public facilities. d. Fails to correct an imminent safety concern or take acceptable corrective action; e. Ineffectively or improperly uses the City funds, if any, allocated under this Agreement; f. Does not furnish and maintain the certificates of insurance required by this Agreement as determined by the City' s Risk Management Department; g. Does not meet or satisfy the conditions of award required by this Agreement; h. If applicable, fails to submit, or submits incorrect or incomplete, proof of expenditures to support disbursement requests or advance funding disbursements; or, fails to submit, or submits incomplete or incorrect, detailed reports of requests for payment, expenditures or final expenditure reports; included, but not limited to budgets, invoices, and amendments in any required City reporting system. i. Does not submit or submits incomplete or incorrect required reports pursuant to the Scope of Services in this Agreement; j. Refuses to allow the City access to records or refuses to allow the City to monitor, evaluate and review Provider's program, including required client data, and required Parks Use Area schedules and adherence thereto; k. Fails to comply with child abuse and incident reporting requirements; 1. Attempts to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement; m. Fails to correct deficiencies found during a monitoring, evaluation or review within a specified reasonable time; n. Fails to meet the terms and conditions of any obligation or repayment schedule to the City or any of its agencies; o. Fails to maintain the confidentiality of client files, pursuant to Florida and federal laws; p. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations in this Agreement. q. Fails to submit an Annual Financial Statement Audit and a Program Specific Audit, as applicable, in accordance with Section 0 and Attachment D of this Agreement. r. Fails to submit an Audit Engagement Letter for both the Annual Financial Statement Audit and the Program Specific Audit within thirty (30) days after Provider' s fiscal year end. Waiver of breach of any provisions of this Agreement must be in writing signed by authorized representatives of both parties, shall not be deemed to be a waiver of any other breach, and shall not be construed to be a modification of the terms of this Agreement. 2. Remedies If Provider fails to cure any breach within thirty (30) days after receiving written notice from the City identifying the breach, the City may pursue any or all of the following remedies: a. The City may, at its sole discretion, enter into a written performance and compliance improvement plan with Provider to cure any breach of this Agreement as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Agreement and shall not affect or render void or voidable any other provision contained in this Agreement, costs, or any judgments entered by a court of appropriate jurisdiction. b. If payments from the City to Provider are applicable, the City may suspend payment in whole or in part under this Agreement by providing written notice of suspension to Provider of such suspension and specifying the effective date of suspension, at least five business days before the effective date of suspension. On the effective date of suspension Provider may (but shall not be obligated to) continue to perform the Scope of Services in this Agreement, but Provider shall promptly cease using the Parks Use Areas, the City' s logo and any other reference to the City in connection with such Scope of Services. All payments to Provider as of the date of suspension shall cease, except that the City shall continue to review and pay verifiable requests for payment for Scope of Services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City, prior to the effective date of such suspension. The City may also suspend any payments in whole or in part under any other agreements entered into between the City and Provider by providing separate written notice to Provider of each such suspension and specifying the effective date of suspension, which must be at least five business days before the effective date of such suspension, in any event the City shall continue to review and pay verifiable requests for payment as provided for in such other contracts for services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City prior to the effective date of such suspension. Provider shall be responsible for all direct and indirect costs associated with such suspension including reasonable attorney' s fees. c. The City may terminate this Agreement by giving written notice to Provider of such termination and specifying the date of termination at least five (5) business days before the effective date of termination. In the event of such termination, the City may (a) request Provider to deliver to the City clear and legible copies of all finished or unfinished documents, studies, surveys, reports prepared and secured by Provider with Trust funds under this Agreement subject to the rights of Provider as provided for in Paragraphs G and H above; (b) seek reimbursement of any City funds which have been improperly paid to Provider under this Agreement; (c) terminate further payment of City funds to Provider under this Agreement, except that the City shall continue to review and pay verifiable requests for payment for services that were performed and/or deliverables that were substantially completed at the sole discretion of the City prior to the effective date of such termination; and/or (d) terminate or cancel, without cause, any other contracts entered into between the City and Provider by providing separate written notice to Provider of each such termination and specifying the effective date of termination, which must be at least five (5) business days before the effective date of such termination, in which event the City shall continue to review and pay verifiable requests for payment as provided for in such other contracts or agreements for services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City prior to the effective date of such termination. Provider shall be responsible for all direct and indirect costs associated with such termination, including reasonable attorney' s fees. d. The City may seek enforcement of this Agreement including but not limited to filing an action with a court of appropriate jurisdiction. Provider shall be responsible for all direct and indirect costs associated with such enforcement, including reasonable attorney's fees, costs, and any judgments entered by a court of appropriate jurisdiction, including all direct and indirect costs and reasonable attorneys' fees through conclusion of all appellate proceedings, and including any final settlement or judgment. e. The provisions of this Paragraph I shall survive the expiration or termination of this Agreement. J. TERMINATION BY EITHER PARTY The parties agree that this Agreement may be terminated by either party, without penalty or cause, 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 Agreement, Provider' s insurance agent(s) shall provide to the City the following, as applicable: 1) Certificates of Insurance naming the City as an additional insured and the certificate holder on all applicable policies; and all applicable policies shall be maintained in full force and effect for the entire term of this Agreement. Or, 2) A letter of self-insurance indicating coverage applicable to a Florida municipal corporation required under this section or as determined by the City, except as required by Florida law for government entities. Failure by Provider to comply with Section K, shall be a material breach of this Agreement. The City will not disburse any funds under this Agreement until all required Certificates of Insurance, or letter(s) of self-insurance have been provided to and have been approved by the City. Provider will carry insurance policies in the amounts and with the requirements indicated below: 1. Worker's Compensation Insurance covering all employees, non -incorporated independent contractors or consultants, and incorporated independent contractors or consultants that do not have worker's compensation coverage or a valid State of Florida exemption on file with the Department of Labor, as required by Florida Statutes, Chapter 440. In the event that the Provider is no longer exempt from obtaining Worker's Compensation insurance, the Provider must notify the City and provide the necessary certificate of insurance upon the termination of the exemption. The employer's liability portion will be $500,000/$500,000/$500,000 as a minimum. 2. Comprehensive General Liability insurance, to include sexual molestation, in an amount not less than $500,000 per occurrence and $1,000,000 aggregate in a policy year. Deductibles exceeding $1,000 are discouraged, unless Provider can provide financial statements to support a higher deductible. The City must be designated and shown as an additional insured and the certificate holder with respects to this coverage. The general liability policy must contain coverage for the following: a. Bodily Injury; b. Property Damage; c. No exclusions for Abuse, Molestation or Corporal Punishment; d. No endorsement for premises only operations. 3. Automobile liability coverage for all owned and/or leased vehicles of Provider and non -owned coverage for their employees and/or sub -contractors and transportation companies transporting program participants. The amount of coverage is $1,000,000 combined single limit per occurrence for bodily injury and property damage. The City must be designated and shown as an additional insured and the certificate holder with respects to this coverage. Coverage can be purchased as non -owned without hired auto coverage when the cost is prohibitive for hired automobile coverage such as the case with the Florida Automobile Joint Underwriting Association; but rental cars cannot be used in the course of Provider's regular operations. Rental cars may be used for travel to attend conferences outside the tri-county area. Transportation companies used by the Provider for the funded program must list the City as a certificate holder and as an additional insured. 4. Automobile liability coverage for all owned and/or leased vehicles of Provider and non -owned coverage for their employees and /or sub -contractors not transporting program participants. The minimum amount of coverage is $300,000 combined single limit per occurrence for bodily injury and property damage. The City must be designated and shown as an "Additional Insured as Their Interest May Appear" with respects to this coverage. Coverage can be purchased as non -owned without hired auto coverage when the cost is prohibitive for hired automobile coverage such as the case with the Florida Automobile Joint Underwriting Association; but rental cars cannot be used in the course of Provider's regular operations. Rental cars may be used for travel to attend conferences outside the tri-county area. 5. If applicable, Special Events Coverage, as determined by the City. The liability coverage will be the same as the coverage and limits required for comprehensive general liability and the City must be designated and shown as "Additional Insured as Their Interest May Appear." Special Events policies are for short term functions and not meant to replace annual liability policies. The coverage is for the day or days of the event and must provide coverage the day prior and the day following the event. 6. If applicable, Professional Liability insurance, as determined by the City, with coverage amounts determined by the City's Risk Management Department, but not less than $250,000 per claim and in the aggregate. Defense costs may be inside the limits of liability and the policy can be written on claims made form. The City is not required to be named as an Additional Insured. Professional liability insurance is generally required when the scope of services uses professional services that require certification or license(s) to provide direct services to program participants. 7. Proof of Property Coverage is required when Provider has capital equipment owned by the City and said capital equipment is under the care custody and control of Provider. The City must be shown on the evidence of property coverage as a Loss Payee. Property coverage shall survive the expiration or termination of this Agreement until such time the ownership of the capital equipment is transferred to Provider or such capital equipment is returned to the City. Certificate Holder Certificate holder must read: City of Miami, Florida c/o Risk Management Department, 9th Floor Miami Riverside Center 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 "B" as to management, and no less than "Class V" as the financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the reasonable approval of the City. Provider and or Provider's insurance agent, as applicable, shall notify the City, in writing, of any material changes in insurance coverage, including, but not limited, to any renewals of existing insurance policies, not later than thirty (30) days prior to the effective date of making any material changes to the insurance coverage except for ten (10) days for lack of payment changes. Provider shall be responsible for ensuring that all applicable insurances are maintained and submitted to the City for the duration of this Agreement. In the event of any change in Provider's Scope of Services, Composite Attachment A-1, or any change in Provider's Parks Use Areas, Composite Attachment A-2, the City may increase, waive or modify, in writing any of the foregoing insurance requirements. Any request by a Provider to decrease, waive or modify any of the foregoing insurance requirements shall be approved, in writing, by the City prior to any such decrease, waiver or modification. In the event that an insurance policy is canceled, lapsed or expired during the effective period of this Agreement, the City shall withhold all payments to Provider or the City may prohibit provider from using the Park Use Areas until a new Certificate of Insurance required under this section is submitted and approved by the City. The new insurance policy shall cover the time period commencing from the date of cancellation of the prior insurance policy. The City may require Provider to furnish additional and different insurance coverage, or both, as may be required from time to time under applicable federal or state laws or The City requirements. Provision of insurance by Provider, in no instance, shall be deemed to be a release, limitation, or waiver of any claim, cause of action or assessment that the City may have against Provider for any liability of any nature related to performance under this Agreement or otherwise. All insurance required hereunder may be maintained by Provider pursuant to a master or blanket policy or policies of insurance. L. PROOF OF TAX STATUS Provider is required to keep on file the following documentation for review by the City: • • • • The Internal Revenue Service (IRS) tax status determination letter, if applicable; and The most recent (two years) IRS form 990 or applicable tax return filing within six (6) months after Provider's fiscal year end or other appropriate filing period permitted by law; and IRS form 941: employer's quarterly federal tax return. If required by The Children's Trust, Provider agrees to submit form 941 within thirty (30) calendar days after the quarter ends and if applicable, any state and federal unemployment tax filings_ If form 941 and unemployment tax filings reflect a tax liability, then proof of payment must be submitted within sixty (60) calendar days after the quarter ends; and Provider' s proposed schedule of use and actual use of the Park Use Areas for the Scope of Services throughout the term of this Agreement. Such proposed and actual uses shall be documented on an hourly basis for twenty-four (24) hours per day, seven (7) days per week, three hundred and sixty-five (365) days per year. M. NOTICES Written notices pursuant to this Agreement shall be sent to the addresses for each Party appearing on the first page of this Agreement. Notices to the City shall be marked to the attention of its City Manager, with copies to its Parks Director and City Attorney. Notices to Provider shall be marked to the attention of its President & CEO, Rosa Maria Plasencia,. It is each Party's responsibility to advise the other Party in writing of any changes in responsible personnel for accepting Notices under this Agreement; mailing address, and/or telephone number(s). N. AUTONOMY The Parties agree that this Agreement recognizes the autonomy of, and stipulates or implies no affiliation between, the contracting parties. Provider is only a recipient of funding support, as applicable; a user of the Parks Use Areas for the Scope of Services, and is not an employee, agent or instrumentality of the City, and Provider's agents and employees are not agents or employees of the City. O. RECORDS, REPORTS, AUDITS AND MONITORING The provisions of this section shall survive the expiration or termination of this Agreement, consistent with Florida laws and with applicable IRS Code and U.S. Treasury Regulations provisions applicable to tax-exempt bond funded/improved public facilities. Except for changes to the total not to exceed amount payable and changes to the length of the effective term, the City Manager is authorized pursuant to City Commission Resolution No. 17- , adopted on March 9, 2017, as the City's authorized representative for approving and executing alterations, variations, modifications, or waivers of the provision of this Agreement. Provider's President & CEO is authorized pursuant to its Board Authorizing on October 3, 2009 and May 6, 2015, as the Provider's authorized representative for approving and executing alterations, variations, modifications, extensions, renewals, or waivers of the provision of this Agreement. Any changes to this Agreement to change the total not to exceed amount payable and/or to change the length of the effective term shall require further City Commission approval(s). 1. Accounting Records Provider shall keep accounting records that conform to generally accepted accounting principles (GAAP). All such records will be retained by Provider for not less than five (5) years beyond the last date that all applicable terms of this Agreement have been complied with, final payment has been received and appropriate audits have been submitted to and accepted by the City. However, if any audit, claim, litigation, negotiation or other action involving this Agreement or modification hereto has commenced before the expiration of the retention period, then the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular retention period, whichever is later. 2. Financial Statement Audit Within one hundred and eighty (180) days of the close of its fiscal year, Provider's independent certified public accounting firm (CPA) must submit all of the following documents, electronically, to the City, which together comprise an annual financial statement audit conducted in accordance with GAAP and standards contained in Government Auditing Standards issued by the Comptroller General of the United States (The Yellow Book). The required items are: a) An annual financial statement audit, performed by a CPA firm that is licensed and registered to conduct business with the Florida Department of Business and Professional Regulation; and b) Written communication encompassing the requirements of AU-C section 265, "Communicating Internal Control Related Matters Identified in an Audit;" and 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:ldesouza@miamigov.com or to the Deputy Director at said time. Providers that are required to have a Single Audit agree to have their CPA firm submit the schedule of expenditures pertaining to awards, summary schedule of prior audit findings, applicable auditor's reports and the corrective action plan, if applicable. 3. Program Specific Audit Within one hundred and eighty (180) days of the close of its fiscal year, Providers that are contracted for a combined total of $100,000 or more from the City are required to have their CPA firm submit a program specific audit related to the City contracts or agreements, electronically, in addition to the annual financial statement audit. The program specific audit shall be performed by an independent CPA firm that is licensed and registered to conduct business with the Florida Department of Business and Professional Regulation, has performed audits under Government Auditing Standards and is either a member of the AICPA or FICPA peer review program to include government engagement reviews. This program specific audit must encompass an audit of the City contract(s) as specified in 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 City upon receipt, in writing, of such request with appropriate justification by Provider and for a period of time not to exceed sixty (60) days after the initial due date. A copy of the engagement letter, along with the anticipated audit completion date and any concerns from Provider's CPA firm related to the audit must accompany the request. Approved extension requests allow for the continuation of payment until such time that the extension expires. The annual financial statement audit and other financial information will be used in the evaluation of Provider's performance and overall fiscal health. In the event that either the annual financial statement audit or the program specific audit is not received in a timely manner and in accordance with the previously stated due dates; and an audit extension has not been approved, then the City shall withhold all payments to Provider until the documents are received and determined to be acceptable by the City. 5. Engagement Letters Audit Engagement Letters are due to the City thirty (30) days after Provider's fiscal year end. Provider agrees to submit an engagement letter for both the annual financial statement audit and the program specific audit, electronically, to lmorley@,miamigov.com or Assistant to the Director. Failure to submit an engagement letter may result in a breach of contract, or other remedy, as deemed appropriate by the City. 6. List of Approved Certified Public Accounting Firms To receive reimbursement for the preparation of the program specific audit, as defined, Provider must choose from a list of approved CPA firms, which are posted on the City website. Inclusion in this pre -approved CPA vendor pool requires a CPA firm to meet three (3) criteria, which are enumerated in Attachment B: Other Fiscal Requirements, Budget and Method of Payment. 7. Access to Records Provider shall permit access to all records including subcontractor records, which relate to this Agreement at its place of business during regular business hours. Provider agrees to deliver such assistance as may be necessary to facilitate a review or audit by the City to ensure compliance with applicable accounting, financial and programmatic standards. This would include access by the City, or its designee, to Provider's independent auditor's work papers for complying with federal, state and local requirements. The City reserves the right to require Provider to submit to an audit by an auditor of the City's choosing and at the City's expense. 8. Monitoring Provider agrees to permit the City personnel or contracted agents to perform random scheduled and/or unscheduled monitoring, reviews and evaluations of the program, the Scope of Services and compliance with the Parks Use Areas which are the subject of this Agreement, including any subcontracts under this Agreement, using the City's approved monitoring tools. The City or contracted agents shall monitor both fiscal/administrative and programmatic/use compliance with all the terms and conditions of this Agreement and the IRS Code and U.S. Treasury Regulations provisions for tax-exempt bond funded/improved public facilities. Provider shall permit the City or contracted agents to conduct site visits, client interviews, client assessment surveys, fiscal/administrative review, Parks Use Areas scheduled uses and actual uses, and other assessments deemed reasonably necessary at the City's sole discretion to fulfill the monitoring function. A 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 119.071(5), the City collects the last four digits of social security numbers of child participants of funded programs and services for the following purposes: (a) to research, track and measure the impact of The City funded programs and services in an effort to maintain and improve such programs and services for the future (individual identifying information will not be disclosed); and (b) to identify and match individuals and data within and among various systems and other agencies for research purposes. The City does not collect social security numbers for adult participants. Provider shall maintain a separate file for each participant. This file shall include all pertinent information regarding program enrollment and participation. At a minimum, the file will contain enrollment information (including parent registration consents and child demographics), service plans (as applicable), outcome measures (as set forth in Attachment A), and notes documenting referrals, special needs, or incident reports. These files shall be subject to the monitoring/review and inspection requirements under this contract, subject to applicable confidentiality requirements. All such records will be retained by Provider for not less than five (5) calendar years after the participant is no longer enrolled. Provider agrees to comply with all applicable state and federal laws on privacy and confidentiality. 10.Internal Documentation/Records Retention Provider agrees to maintain and provide for inspection to the City, during regular business hours the following as may be applicable, subject to applicable confidentiality requirements: (1) personnel files of employees which include hiring records, background screening affidavits, job descriptions, verification of education and evaluation procedures; and (2) authorized time sheets, records and attendance sheets to document the staff time billed to provide the Scope of Services, and proposed schedules of uses and actual uses of the Parks Use Areas pursuant to this Agreement; and (3) daily activity logs and monthly calendars of the provision of Scope of Services and uses of the Parks Use Areas pursuant to this Agreement; and (4) training modules; and (5) pre and post session questionnaires; and (6) all participant attendance records; and (7) participant consent and information release forms; and (8) agency policies and procedures; and (9) such other information related to Scope of Service and Parks Use Areas provisions as described in Composite Attachments A-1 and A-2 and as required by this Agreement for ongoing compliance with the IRS Code and U.S. Treasury Regulation provisions for tax-exempt bond funded/improved public facilities; all upon request by the City. Provider shall retain all records for not less than five (5) years beyond the last date that all applicable terms of this Agreement have been complied with and final payment has been received, and appropriate audits have been submitted to and accepted by the City and/or other appropriate agency. 11. Confidentiality Provider and the City understand that during the course of performing the Scope of Services and in the course of using the Parks Use Areas hereunder, each party may have access to certain confidential and proprietary information and materials of the other party in order to further performance of the Scope of Services and compliant use of the Parks Use Areas. The Parties shall protect confidential information and comply with applicable federal and state laws on confidentiality to prevent unauthorized use, dissemination or publication of confidential information as each party uses to protect its own confidential information in a like manner The Parties shall not disclose the confidential information to any third party (except that such information may be disclosed to such Party's attorneys), or to any employee of such Party who does not have a need to know such information, which need is related to performance of a responsibility hereunder. However, this Agreement imposes no obligation upon the Parties with respect to confidential 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 Agreement shall remain in full force and effect after the termination of this Agreement. Provider shall specifically require all sub -contractors to comply with this paragraph. 12. Data Security Obligation Provider shall maintain an appropriate level of data security for the personally identifiable information (PII) Provider is collecting or using in the performance of this Agreement. PII is information that can uniquely identify, contact, or locate a single person or can be used with other sources to uniquely identify individuals. Provider shall maintain and adhere to a written Data Security Policy that addresses requirements regarding the protection of PII from unauthorized access and protection against data breaches and ensures Provider is in compliance with applicable federal and state standards with respect to transmission, receipt and storage of PII on Provider's computing network and as paper records. This policy shall address the topics of computer passwords, screensavers that lock computers, securing physical facilities, storing data, data use, data confidentiality agreements, and staff training related to the policy. Additionally, Provider is responsible for approving and tracking all Provider employees who request system or information access and ensuring that user access has been removed from all terminated employees of Provider. 13. Withholding of Payment or Use of Parks Use Areas At the sole discretion of the City, payment may be withheld or use of Parks Use Areas may be withheld for non-compliance of contractual terms. The City will provide payment upon satisfactory compliance with the contractual terms as solely determined by the City. The City may permit use of Parks Use Areas upon satisfactory compliance with the contractual terms as solely determined by the City. P. MODIFICATIONS Any alterations, variations, modifications, extensions, renewals, or waivers of provisions of this Agreement including but not limited to amount payable and effective term shall only be valid when they have been reduced to writing, duly approved and signed by both Parties. Q. GOVERNING LAW & VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without regard to its conflicts of law provisions. Any controversies or legal problems arising out of the terms of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida. Each party shall be responsible for its own attorneys' fees, expenses, and all related costs. The Parties hereby agree to waive trial by jury. R. BACKGROUND SCREENING In accordance with Sections 943.0542, 984.01, Chapter 430, 435, 402, 39.001, and 1012.465 Florida Statutes, as applicable, employees, volunteers and subcontracted personnel who work in direct contact with children or who come into direct contact with children must complete a satisfactory Level 2 background screening prior to commencing work pursuant to this Agreement. For purposes of this section, the term "direct service provider" means a person 18 years of age or older, including a volunteer, who provides services to children, youth and their families. The 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 Depaitinent of Juvenile Justice (DJJ) or the Miami Dade County Public School System (MDCPS). A clearance letter from MDCPS Office of Employment Standards indicating the person has successfully completed a Level 2 screening will be accepted. If background screenings are completed with VECHS, then Provider shall complete Attachment E: "Affidavit for Level 2 Background Screenings" each for Agreement term. The Affidavit will cover employees, volunteers, and subcontractors performing services under this Agreement who are required to complete a Level 2 background screening as defined in this section. Provider shall keep Attachment E: "Affidavit for Level 2 Background Screenings" in Provider's personnel, volunteers, and sub -contractors files. Provider shall re -screen each employee, volunteer and/or subcontractor every five years. S. CHILDREN WITH DISABILITIES AND THEIR FAMILIES Provider understands that the City expects Provider to meet the federal standards under the Americans with Disabilities Act. By policy of the City, providers must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. Notwithstanding anything to the contrary, Provider shall not be required to make any alteration to any public school building or other building or structure which is not owned by Provider. T. REGULATORY COMPLIANCE 1. Non-discrimination and Civil Rights Provider shall not discriminate against an employee, volunteer, or client of Provider on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, religion, ancestry, national origin, disability, or age, except that programs may target services for specific target groups as may be defined in the competitive solicitation. Provider shall demonstrate that it has standards, policies, and practices necessary to render services in a manner that respects the worth of the individual and protects and preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation, and ethnic backgrounds. Provider agrees to abide by Chapter 11A of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing and public accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits discrimination in employment and public accommodation; the Age Discrimination Act of 1975, 42 U.S.C. Section 6101, as amended, which prohibits discrimination in employment because of age; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which prohibits discrimination on the basis of disability; and the Americans with Disabilities Act, 42 U.S.C. §12101, et seq., which prohibits discrimination in employment and public accommodations because of disability. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, the City shall have the right to terminate all or any portion of this Contract. If Provider or any owner, subsidiary, or other firm affiliated with or related to Provider, is found by the responsible enforcement agency or the courts to be in violation of these laws, said violation will be a material breach of this Agreement and the City will conduct no further business with Provider. 2. Public Entities Crime Act Provider will not violate the Public Entities Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a Provider, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on an agreement to provide any goods or services to the City, may not submit a bid on an agreement with the City for the construction or repair of a public building or public work, may not submit bids on leases of real property to the City, may not be awarded or perform work as a Provider supplier, sub Provider, or consultant under an Agreement with the City, and may not transact any business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in cancellation of this Agreement and recovery of all monies paid hereto, and may result in debarment from the City' s competitive procurement activities. 3. Conflict of Interest Provider represents that the execution of this Agreement does not violate Miami Dade County's Conflict of Interest and Code of Ethics Ordinance, and Florida Statutes §112 as amended, which are incorporated herein by reference as if fully set forth herein. Provider agrees to abide by and be governed by these conflict of interest provisions throughout the course of this Agreement and in connection with its obligations hereunder. (Refer to http://www.miamidadeethics.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 Agreement any and all licenses, certifications, approvals, insurances, permits and accreditations, required by the State of Florida, Miami -Dade County, the City, the federal government, any other relevant municipalities or governmental authority. Provider must be qualified and registered to do business in the State of Florida both prior to and during the Agreement term with the City. 6. Incident Reporting An incident is defined as any actual or alleged event or situation that creates a significant risk of substantial or serious harm to the physical or mental health, safety or wellbeing of a child participating in the program. Reportable incidents include, but are not limited to, allegations of abuse, neglect or exploitation of a child, injury of a participant, missing child or abandoned child, loss of property use for the program, or destruction of property used in the program. Provider shall immediately report knowledge or reasonable suspicion of abuse, neglect, or abandonment of a child, aged person, or disabled adult to the Florida Abuse Hotline on the statewide toll -free telephone number (1-800-96-ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both Provider and its employees. Provider shall notify the Agreement manager of any incident as defined within three (3) days after Provider is informed of such incident. Provider shall provide written notification of the incident together with a copy of the incident report. The report must contain the following: (1) Name of reporter (person giving the notice) (2) Name and address of victim and guardian (3) Phone number where the reporter can be contacted (4) Date, time, and location of incident (5) Complete description of incident and injuries, if any Police report and actions taken shall be submitted to the City within fifteen (15) days of the incident. Provider shall provide written notification to the City, within seven (7) days of any legal action related to the incident. 7. Sexual Harassment Provider shall complete an incident report in the event a program participant, client or employee makes an allegation of sexual harassment, sexual misconduct or sexual assault by a Provider employee, volunteer or anyone arising out of the performance of this Agreement and Provider has knowledge thereof. Provider shall provide written notification to the City within three (3) business days after Provider is informed of such an allegation. Provider shall provide written notification to the City, within seven (7) business days, if any legal action which is filed as a result of such an alleged incident. 8. Proof of Policies Provider and subcontractor, as applicable, shall keep on file copies of its policies including but not limited to confidentiality, incident reporting, sexual harassment, non- discrimination, equal opportunity and/or affirmative action, Americans with Disabilities Act, and drug -free workplace. U. CONSENT Provider must obtain parental/legal guardian consent for all minor participants to participate and/or for adult participants in the program for services; and to share information with the City for monitoring and evaluation purposes. Provider will ask participants to sign a voluntary Consent to Photograph form. The form is available in English, Spanish, and Creole and can be provided by the Parks and Recreation Department. 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 City as part of City's research mission. Provider agrees to comply and participate in any data collection reporting, including participant data as required by the City and described in Attachment C to this Agreement, Programmatic Data and Reporting Requirements, subject to confidentiality requirements. In addition, Provider agrees to furnish the City with complete and accurate reports in the timeframe and format to be reasonably specified by the City, and as described in Attachment C. Provider must participate and provide agency (agency profile) and site(s) information to Switchboard of Miami 2-1-1, The City 24 hour helpline, as applicable and as defined in Attachment C: Programmatic Data Reporting Requirements. W. PUBLICITY Provider agrees that activities, services and events funded by or using the Parks Use Areas pursuant to this Agreements shall recognize the City as a funding source or a location provider. Provider shall ensure that all publicity, public relations, advertisements and signs within its control recognize the City for the support of all contracted activities. Upon written request to the Department, the use of the official City logo may be permissible. Provider shall use its best efforts to ensure that all media representatives, when inquiring with Provider about the activities funded by or being provided Parks Use Areas by this Agreement, are informed that the City is a funding source or a location provider, as applicable. Provider shall, if it possesses the appropriate technology, work with the Department regarding providing a link between the Provider's website and the City's website. X. PUBLICATIONS — (Discuss with Department, Provider, and Communications) Provider agrees to supply the City, without charge, up to three (3) copies of any publication developed in connection with implementation of programs addressed by this Agreement. Such publications will state that the program is supported by the City. Provider agrees that the City will have use of copyrighted materials developed under this Agreement to the extent provided in, and subject to, the provisions of Paragraphs G and H above. To the extent permitted by the applicable journal or other publication source, Provider shall include the City logo and the following paragraph in all materials featuring programs funded by the City, including but not limited to newsletters, press releases, brochures, fliers, homepage of websites or any other materials for dissemination to the media or general public: English: Amigos for Kids After School Program is funded by the City of Miami, Florida. Espanol: Amigos for Kids ofrecemos programas gratuitos despues de la escuela esta financiado por La Ciudad De Miami, Florida Kreyol: Amigos for Kids Pwogram you apre lekol la finanse_pa "The City of Miami, Florida" Note: In cases where funding by the City represents only a percentage of Provider' s overall funding, the above language can be altered to read "The (organization) is funded in part by the City of Miami, Florida..." Y. HEADINGS, USE OF SINGULAR AND GENDER Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. Z. NON-COMPLIANCE WITH IRS PROVISIONS Provider understands and agrees that Provider shall pay any and all costs of any kind incurred by the City for the Provider' s non-compliance with the IRS Code and U.S. Treasury Regulation provisions related to tax-exempt bond funded/improved public facilities. AA. TOTALITY OF CONTRACT/SEVERABILITY OF PROVISIONS This Agreement with its attachments as referenced below contains all the terms and conditions agreed upon by the Parties: Composite: Attachment A-1: Scope of Services Attachment A-2: Park Use Areas Attachment A-3: City Resolution No. R-17- , dated March 9, 2017 Attachment A-4: Provider Resolution dated , 2017 Attachment A-5: Insurance Requirements Attachment B: Other Fiscal Requirements, Budget, and Method of Payment Attachment C: Programmatic Data and Reporting Requirements, if applicable Attachment D: Program Specific Audit Requirements, if applicable Attachment E: Affidavit for Level 2 Background Screenings Attachment F: Performance Improvement Plan, if applicable No other contract, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind the Parties. If any provision of this Agreement is held invalid or void, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. Amigos Together for Kids, Inc., d/b/a Amigos for Kids, a Florida not -for -profit organization Attest: Provider Federal ID# By: By: Name: Name: Title: Title: City of Miami, Florida, a municipal corporation By: Daniel J. Alfonso, City Manager Attest: By: Todd Hannon, City Clerk Approved as to Insurance Requirements: Approved as to Form and Correctness: By: By: Anne -Marie Sharpe Victoria Mendez, City Attorney Interim Risk Management Director This Agreement is not valid until signed by both parties. Composite: Attachment A-1: Scope of Services Attachment A-2: Park Use Areas Attachment A-3: City Resolution No. R-17-, dated March 23, 2017 Attachment A-4: Provider Resolution dated October 3, 2009 and May 6, 2015 Attachment A-5: Insurance Requirements ATTACHMENT B OTHER FISCAL REQUIREMENTS, BUDGET and METHOD OF PAYMENT Cost Reimbursement Method of Payment The parties agree that this is a cost reimbursement method of payment contract; Provider shall be paid in accordance with the approved budget and/or approved budget amendments/revisions as set forth in this attachment. Provider also agrees to pay its subcontractors, vendors and employees for the fulfillment of services provided in this Agreement, on a timely basis. Invoice Requirements Per Children Trust Requirements — as of 10/27/2015 N/A Supporting Documentation Requirements Per Children Trust Requirements — as of 10/27/2015 N/A Budget Requirements Per Children Trust Requirements — as of 10/27/2015 N/A THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. Attachment C Place Holder (replace this page with the revised Attachment C and remove all references to this place holder) Attachment D Program Specific Audit Requirements Copies of any audits for The Children Trust or any other funding source (grant) would be provided per the request of the City. THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. 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: Name 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: 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)