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HomeMy WebLinkAboutExhibitFY 2017-2018 Professional Services Agreement with EXCEPTIONAL CONSULTING FOR EDUCATIONAL LEADERS, INC In connection with CONTRACT NO. 1810-7580 BETWEEN THE CHILDREN'S TRUST AND CITY OF MIAMI, FLORIDA Department: Office of Grants Administration Program: FAMILIES FIRST PARENTING PROGRAM THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is between the City of Miami, a Florida municipal corporation whose address is 444 SW 2nd Avenue, Miami, Florida 33130 ("City"), EXCEPTIONAL CONSULTING FOR EDUCATIONAL LEADERS, INC, a Florida For -Profit Corporation whose address is 7891 SW 57th Terrace, Miami, Florida, 33143, ("Provider") in connection with the CONTRACT ("Contract" attached and incorporated hereby as Exhibit 1) between The Children's Trust whose address is 3150 S.W. 3rd Avenue, 8th Floor, Miami, Florida 33129 ("Trust" or "The Children's Trust") and the City. 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 the same as the effective term of the Contract which shall be from Aucaust 1, 2017 through July 31 2018, subject to funding availability and Provider's performance. B. TERMS OF RENEWAL, if applicable In their respective sole discretion, the City and The Children's Trust, in connection with the Contract, may renew this Agreement with the acknowledgement of Provider. In considering the exercise of any Agreement/Contract renewal, and in accordance with the Request for Proposal (RFP) and Board authorization of the Trust and any City Commission approval, if necessary, renewal of this Agreement may not exceed a term equal to the term of the initial Contract for a total maximum of three (3) terms. The City, in consultation with The Children's Trust, will in its sole discretion consider, but is not limited to, the following: 1. Provider meeting the performance requirements specified in this Agreement, in relation to the Contract. 2. Continued demonstrated and documented need for the services funded. 3. Program performance, fiscal performance, and compliance by Provider that is deemed satisfactory to the City and The Children's Trust, in their respective sole discretion. 4. The availability of funds. The City and The Children's Trust are prohibited from creating obligations in anticipation of budgeted revenues from one fiscal year to another without year to year extension provisions in the Agreement/Contact. 5. If applicable, The Children's Trust in its sole discretion will initiate re -negotiation of this Agreement through renegotiation of the Contract before the Agreement and Contract term expires. S. Provider's performance under any other agreement with the City. C. SCOPE OF SERVICES 1. Provider agrees to render services in accordance with the Scope of Services, Attachment A, hereafter "Services", to this Agreement and the Contract. Provider shall implement the Services in a manner deemed satisfactory to the City and The Children's Trust. Any modification to the Services shall not be effective until approved, in writing, by the City, The Children's Trust and Provider. 2. The Services' activities and performance measures, as well as complete and accurate data and programming information will be used in the evaluation of Provider's overall performance. 3. Provider agrees that all funding provided by the City from The Children's Trust, pursuant to this Agreement and the Contract will be used exciusiveiy for services in and for the benefit of Miami -Dade County residents. 396391 FY2017-18 Form of Provider Agreement r s Tr.s:Core a_.. ? _ c_ _C.% Frocr,orr Fa— _ _ F -s —z _ . : ^ d 1 D. TOTAL FUNDING Subject to the availability of funds, the maximum amount payable for Services rendered under this Agreement and the Contract shall not exceed S 80,00.00 with a required cash match of $ 0.00 and a required in -kind match of $ 0.00 , Provider agrees that should available funding to the City and/or The Children's Trust be reduced, the amount payable under this Agreement and the Contract will be reduced at the sole option of The Children's Trust. Provider agrees to adhere to Attachment B of this Agreement: Other Fiscal Requirements, Budget and Method of Payment. E. FISCAL MANAGEMENT 1. Double Billing and Payments Provider costs or earnings claimed under this Agreement and the Contract may not also be claimed under any other contract or grant from the City and/or The Children's Trust or, unless such claim is denied by the City, from any other agency. Any claim for double payment by Provider shall be a material breach of this Agreement and of Provider's portion of the Contract. 2. No Supplanting of Existing Public Funds Funding provided by the City from The Children's Trust under this Agreement and the Contract 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 and of Provider's portion of the Contract. 3. Capital Equipment Capital equipment is included in the definition of "property" under Florida Statutes, Chapter 274, and Florida Administrative Code, Section 691-73.002, and is defined as individual items with a value of $1,000 or greater which have a life expectancy of more than one year. All capital equipment acquired by Provider less than $10,000, and reimbursed by the City or the Children's Trust, shall be capitalized by the Provider and Provider shall retain all rights and possession of equipment unless this Agreement is subject to termination or early cancellation. Should this Agreement be terminated or not renewed, either the City or The Children's Trust may acquire rights and possession of all reimbursed capital equipment that is not fully depreciated. Ali capital equipment acquired by Provider equal to or greater than $10,000, and reimbursed by the City or The Children's Trust, shall be capitalized by The Children's Trust and The Trust shall retain all rights to equipment until the item is fully depreciated. Should this Agreement be subject to termination or early cancellation, The Children's Trust may acquire possession of all reimbursed capital equipment that is not fully depreciated. Any or all such qualifying capital equipment shall be returned to either the City or The Children's Trust, or its designee(s) upon request. Provider is to maintain proof of Property Coverage in accordance with the insurance requirements prescribed in section K of this Agreement. 4. Assignments and Subcontracts Provider shall not assign this Agreement in connection with the Contract to another party. Provider shall not subcontract any Services under this Agreement in connection with the Contract without written prior written approval of the City and The Children's Trust. In any subcontract, Provider shall incorporate appropriate language from this Agreement and the Contract into each subcontract and shall require each subcontractor providing services to be governed by the terms and conditions of this Agreement and the Contract. Provider shall submit to the City and The Children's Trust a copy of each subcontract to this Agreement and the Contract within 30 days of its execution. All subcontracts with Provider must be executed within 90 days of Provider's execution date. All subcontractors must agree to be monitored by Provider, the City and/or The Children's Trust, in the same manner as Provider under the terms of this Agreement and the Contract, Provider acknowledges and agrees that the City, The Children's Trust and any subcontractor to this Agreement in connection with the Contract have the authority to communicate and exchange information about the Agreement, Contract, prograrn and/or fiscal issues. Provider waives any and all claims, demands, and/or legal action based upon any such communications. 396391 FY2017-15 Form of Provuier Agreement m connectors wan Cr: arse. s Trust Care Contract #1810-7580 +cr C•ty Program F9m es F -s: Parent.rg Program Provider shall be responsible for all Services performed, and all expenses incurred, under this Agreement and the Contract, including services provided and expenses incurred by any and all subcontractors. The City and The Children's Trust shall not be liable to any subcontractor for any reimbursable expenses or liabilities incurred under any subcontract. Provider shall be solely liable for any reimbursable expenses or liabilities incurred under any subcontract. Provider shall hold harmless and defend, at Provider's expense, the City and The Children's Trust, and their respective officers, employees, and agents against any claims, demands or actions related to any subcontract. The City and the Children's Trust shall not provide funds to any subcontractor unless specifically agreed to in writing by the City and The Children's Trust with notification to the Provider. All payments to any contracted subcontractor shall be paid directly by Provider to the subcontractor. The City and The Children's Trust both reserve the right to require verification from Provider and/or subcontractor of payment due for satisfactory work performed by the subcontractor. Provider and any subcontractor must be currently qualified to conduct business in the State of Florida and must hove the required licenses and permits required to do business in the City of Miami at the time that this Agreement and any subcontractor agreement is entered into and services are rendered. 5. Religious Purposes Providers and/or their faith -based community partners shall not use any funds provided under this Agreement and the Contract to support any inherently religious activities, including but not limited to, any religious instruction, worship, proselytization, publicity or marketing materials. Any such use by Provider shall be a material breach of this Agreement and of the Provider's portion of the Contract. 6. Lobbying Provider shall not use any funds provided under this Agreement and the Contract, 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 and Provider's portion of the Contract. 7. Adverse Action or Proceeding Provider shall not use any funds under this Agreement and the Contract, or any other funds provided by the City, for any legal fees, or for any action or proceeding against the City and/or The Children's Trust, their respective agents, employees or officials. Any such use by Provider shall be a material breach of this Agreement and of Provider's portion of the Contract. 8. Compliance Provider agrees to maintain and ensure its compliance, as applicable, with federal, state, county, and local laws. This includes, but is not limited to, adherence to IRS rules and regulations requiring timely filing of tax documents to maintain tax-exempt status and payment of payroll taxes, licenses, permits, and any other governmental fess, as applicable, throughout the term of this Agreement and the Contract. Provider further agrees to provide agency and site(s) information to Switchboard of Miami 211, The Children's Trust 24 hour helpline, and to the City's program manager. 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 both the City and The Children's Trust, and their respective officials, officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the City and The Children's Trust, and their respective officials, officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement and Provider's portion of the Contract by Provider or its employees, agents, servants, partners, principals or subcontractors. Subject to the limitations and sovereign immunity provisions of Florida Statutes, Sec. 768.28, Provider shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature 396391 FY2017-18 Form of Provider Agreement m connection Art : C^ ore, s Trst Co _. Cs^tract _ _- EE: 'or -a =_ = •st P=: _ . ^g Program 3 in the names of the City and The Children's Trust, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. 2. All Other Providers Provider shall indemnify and hold harmless both the City and The Children's Trust and their respective officials, officers, employees, agents and instrumentalities from any and all liability, losses or damages, including reasonable attorneys' fees and costs of defense, which the City, The Children's Trust and/or their respective officials, 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 and Provider's portion of the Contract by Provider or its employees, agents, servants, partners, principals or subcontractors, except to the extent arising from the City's and/or The Children's Trust's willful or wanton acts or omissions. To the extent arising from a liability that is covered by the foregoing indemnification, Provider shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the names of the City and The Children's Trust, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. Provider agrees that any insurance protection required by this Agreement in connection with the Contract or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless and defend, as applicable, the City, The Children's Trust and their respective officers, employees, agents and instrumentalities. The provisions of this section on indemnification shall survive the expiration or termination of this Agreement and the Contract. G. COPYRIGHTS AND RIGHT TO DATA/MATERIALS Where activities supported by this Agreement through the Contract produce original writing, data, sound recordings, pictorial reproductions, drawings or other graphic representations and works of similar nature, the City and The Children's Trust both have a license to reasonably use, duplicate and disclose such materials in whole or in part in a manner consistent with the purposes and terms of this Agreement and the Contract, and to have others acting on behalf of the City and/or The Children's Trust to do so, provided that such use does not compromise the validity of any copyright, trademark or patent. If the data/materials so developed are subject to copyright, trademark or patent, legal title and every right, interest, claim or demand of any kind in and to any patent, trademark or copyright, or application for the same, will vest in Provider or with any applicable third party who has licensed or otherwise permitted Provider to use the same. Provider agrees to allow the City, The Children's Trust and others acting on behalf of the City and/or The Children's Trust to have reasonable use of the same consistent with the purposes and terms of this Agreement and the Contract, at no cost to the City and The Children's Trust, provided that such use does not compromise the validity of such copyright, trademark or patent. H. OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY This Agreement and the Contract are subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records. Accordingly, to the extent permitted by Chapter 1 19, Florida Statutes, Provider retains sole ownership of intellectual property developed under this Agreement and Provider's portion of the Contract. Provider is responsible for payment of required licensing fees if intellectual property owned by other parties is incorporated by Provider into the services required under this Agreement pursuant to the Contract. Such licensing should be in the exclusive name of Provider. Payment for any licensing fees or costs arising from the use of others' intellectual property shall be at the sole expense of Provider. For Government Providers: Subject to the limitations and sovereign immunity provisions of Florida Statute, Sec. 768.28, Provider shall indemnify and hold harmless both the City and The Children's Trust, and their respective officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which their respective officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from third party allegations that use of any intellectual property owned by the third party and provided, manufactured or used by the Provider, the City and/or The Children's Trust, as applicable, in the performance of this Agreement and Provider's portion of the Contract violates the intellectual property rights of that third party. 396391 FY2417-18 Form of Provider Agreement in connection with Ch.l ren, s Tryst Core Contract x1810-7580 for C.ty Pram Famines Fest Parentrg Program 4 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 names of the City and The Children's Trust, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. All Other Providers Provider shall indemnify and hold harmless both the City and The Children's Trust and their respective officers, employees, agents and instrumentalities from any and all liability, losses or damages, including reasonable attorneys' fees and costs of defense, which the City, The Children's Trust and/or theft respective 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 third party allegations that use of any intellectual property owned by the third party and provided, manufactured or used by the Provider, the City and/or The Children's Trust, as applicable, in the performance of this Agreement and Provider's portion of the Contract violates the intellectual property rights of that third party. 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 names of the City and The Children's Trust, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorneys fees which may issue thereon. I. BREACH OF CONTRACT AND REMEDIES 1. Breach A material breach by Provider shall have occurred under this Agreement and under Provider's portions of the Contract if Provider through action or omission causes any of the following: a. Fails to comply with Background Screening, as required under this Agreement and the Contract. b. Fails to provide the Services outlined in the scope of services (Attachment A} within the effective term of this Agreement and the Contract; c. Fails to correct an imminent safety concern or take acceptable corrective action; d. Ineffectively or improperly uses The Children's Trust funds and any funds allocated by the City under this Agreement and the Contract; e. Does not furnish and maintain the certificates of insurance required by this Agreement and the Contract or as determined by the City and/or The Children's Trust; f. Does not meet or satisfy the conditions of award required by this Agreement and the Contract; g. Fails to submit or submits incorrect or incomplete proof of expenditures to support disbursement requests or advance funding disbursements, or fails to submit or submits incomplete or incorrect detailed reports of requests for payment, expenditures or final expenditure reports; included, but not limited to budgets, invoices, and amendments in Services & Activities Management System (SAMIS). h. Does not submit or submits incomplete or incorrect required reports pursuant to the scope of Services in this Agreement and the Contract; Refuses to allow the City and/or The Children's Trust access to records or refuses to allow the City and/or The Children's Trust to monitor, evaluate and review Provider's program, including required client data; j. Fails to comply with child abuse and incident reporting requirements; k. Attempts to meet its obligations under this Agreement and the Contract through fraud, misrepresentation or material misstatement: Fails to correct deficiencies found during a monitoring, evaluation or review within a specified reasonable time; m. Fails to meet the terms and conditions of any obligation or repayment schedule to the City, The Children's Trust or any of their respective agencies; n. Fails to maintain the confidentiality of client files, pursuant to Florida and federal laws; o. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations in this Agreement and the Contract. 396391 FY2017-15 Form of Provider Agreement n. cc re .,..r x pre^ s T s: Cc'e Cca:re: s" ' _ __ a s F's: ? _ , __ -r 5 ID. q. Fails to submit an Annual Financial Statement Audit Package and Program Specific Audit, as applicable, in accordance with Section 0 and Attachment D of this Agreement and the Contract. Fails to submit an Audit Engagement Letter for either the Annual Financial Statement Audit or the Program Specific Audit within thirty (30) days after Provider's fiscal year end. Waiver of breach of any provisions of this Agreement and of any related provisions of the Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement or the Contract. 2. Remedies If Provider fails to cure any breach within thirty (30) days after receiving written notice from the City and/or The Children's Trust identifying the breach, the City and/or The Children's Trust may pursue any or all of the following remedies: a. The City and/or The Children's Trust may, at their sole discretion, enter into a written performance improvement plan with Provider to cure any breach of this Agreement and any related provisions of the Contract as may be permissible under state or federal law. Any such remedial plan shall be an addition to this Agreement and the Contract and shall not affect or render void or voidable any other provision contained in this Agreement and the Contract, costs, or any judgments entered by a court of appropriate jurisdiction. b. The City and/or The Children's Trust may, at their sole discretion, suspend payment in whole or in part under this Agreement and any related provisions of the Contract by providing written notice of suspension to Provider of such suspension and specifying the effective date of suspension, at least five (5) business days before the effective date of suspension. On the effective date of suspension Provider may (but shall not be obligated to) continue to perform the Services in this Agreement and the Contract, but Provider shall promptly cease using the City logo, The Children's Trust's logo and any other reference to the City and The Children's Trust in connection with such Services. All payments to Provider as of the date of suspension shall cease, except that the City and The Children's Trust shall continue to review and pay verifiable requests for payment for Services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City and The Children's Trust, prior to the effective date of such suspension. The City and/or The Children's Trust may also suspend any payments in whole or in part under any other contracts entered into between the City and the Provider and under any other contracts entered into between The Children's Trust and Provider by providing separate written notice to Provider of each such suspension and specifying the effective date of suspension, which must be at least five (5) business days before the effective date of such suspension, in any event the City and The Children's Trust shall continue to review and pay verifiable requests for payment as provided for in such other contracts for services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City and/or The Children's Trust prior to the effective date of such suspension. Provider shall be responsible for all direct and indirect costs associated with such suspension including reasonable attorney's fees, c. The City may terminate this Agreement and The Children's Trust may terminate Provider's portions of the Contract by giving written notice to Provider of such termination and specifying the date of termination at least five (5) business days before the effective date of termination. In the event of such termination, the City and/or The Children's Trust may (a) request Provider to deliver to the City and/or The Children's Trust clear and legible copies of all finished or unfinished documents, studies, surveys, reports prepared and secured by Provider with Trust funds under this Agreement and the Contract subject to the rights of Provider as provided for in Paragraphs G and H above; (b) seek reimbursement of any Trust funds which have been improperly paid to Provider under this Agreement and the Contract; (c) terminate further payment of Trust funds to Provider under this Agreement and the Contract, except that the City and The Children's Trust shall continue to review and pay verifiable requests for payment for services that were performed and/or deliverables that were substantially completed at the sole discretion of the City and The Children's Trust prior to the effective date of such termination; and/or (d) terminate or cancel, without cause, any other contracts entered into 396391 FY2017.18 Form of Provider Agreem:er t r e.'... C^...-a s T' s: Cc e C.; _ _ 7530 r;- 0 a-e_•a- Fa e, F rsr Pere^tng Pro;ra-, 6 between the City and/or The Children's Trust and Provider, as applicable, 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 and/or The Children's Trust, as applicable, shall continue to review and pay verifiable requests for payment as provided for in such other contracts for services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City and/or The Children's Trust, as applicable, prior to the effective date of such termination. Provider shall be responsible for all direct and indirect costs associated with such termination, including reasonable atforney's fees. d. The City and/or The Children's Trust may seek enforcement of this Agreement and of Provider's portions of the Contract, as applicable, 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 ail 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 and the Contract. J. TERMINATION BY EITHER PARTY The parties agree that this Agreement and Provider's portions of the Contract may be terminated by either party by written notice to the other party of intent to terminate at least thirty (30) calendar days prior to the effective date of such termination. K. INSURANCE REQUIREMENTS Prior to, or on the date commencing the effective term of this Agreement in connection with the Contract, Provider's insurance agent(s) shall provide to the City and The Children's Trust the following, as applicable: 1) Certificates of Insurance naming both the City and The Children's Trust as additional insureds and both as certificate holders on all applicable policies: and all applicable policies shall be maintained in full force and effect for the entire term of this Agreement and the Contract. Or, 2) A letter of self-insurance indicating coverage applicable to a Florida municipal corporation required under this section or as determined by the City and The Children's Trust, except as required by Florida law for government entities. Failure by Provider to comply with Section K, shall be a material breach of this Agreement and of Provider's portions of the Contract. The City and the Children's Trust will not disburse any funds under this Agreement and under Provider's portion of the Contract until all required Certificates of Insurance, or letter(s) of self-insurance have been provided to and have been approved by the City and The Children's Trust. Provider 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 The Children's Trust and provide the necessary certificate of insurance upon the termination of the exemption. The employer's liability portion will be $500,000/$500,000/$500,000 as a minimum. 2. Comprehensive General Liability insurance, to include sexual molestation, in an amount not less than $500,000 combined single limit per occurrence and $1,000,000 aggregate in a policy year. Deductibles exceeding $1,000 are discouraged, unless Provider can provide financial statements to support a higher 396391 FY2017-18 Form of Provider Agreement !^ r ;ec;:a win Cr: avert s Tr-s: Cxe C,rirac #1 B' C-766C C :y Pr�^x a:- r s^- e_ - e g P,ograr- 7 deductible. The Children's Trust and the City of Miami must be designated and shown as an additional insured and the certificate holder with respects to this coverage. The general liability policy must contain coverage for the following: a. Bodily Injury; b. Property Damage; c. No exclusions for Abuse, Molestation or Corporal Punishment; d. No endorsement for premises only operations. 3. Automobile liability coverage for all owned and/or leased vehicles of Provider and non -owned coverage for their employees and/or sub -contractors and transportation companies transporting program participants. The amount of coverage is $1,000,000 combined single limit per occurrence for bodily injury and property damage. The Children's Trust and the City of Miami must be designated and shown as an additional insured and certificate holders with respect to this coverage. Coverage can be purchased as non -owned without hired auto coverage when the cost is prohibitive for hired automobile coverage such as the case with the Florida Automobile Joint Underwriting Association; but rental cars cannot be used in the course of Provider's regular operations. Rental cars may be used for travel to attend conferences outside the tri-county area. Transportation companies used by the Provider for the funded program must list The Children's Trust and the City of Miami as 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 Children's Trust and the City of Miami must be designated and shown as an "Additional Insured as Their Interest May Appear" with respects to this coverage. Coverage can be purchased as non -owned without hired auto coverage when the cost is prohibitive for hired automobile coverage such as the case with the Florida Automobile Joint Underwriting Association; but rental cars cannot be used in the course of Provider's regular operations. Rental cars may be used for travel to attend conferences outside the tri-county area. 5. If applicable, Special Events Coverage, as determined by the City and The Children's Trust. The liability coverage will be the same as the coverage and limits required for comprehensive general liability and The Children's Trust and the City of Miami must be designated and shown as "Additional Insured as Their Interest May Appear," Special Events policies are for short term functions and not meant to replace annual liability policies. The coverage is for the day or days of the event and must provide coverage the day prior and the day following the event. 6. If applicable, Professional Liability insurance, as determined by the City and The Children's Trust, with coverage amounts determined by the City and The Children's Trust but not less than $250,000 per claim and in the aggregate. Defense costs may be inside the limits of liability and the policy can be written on claims made form. The City and The Children's Trust are not required to be named as an Additional Insured. Professional liability insurance is generally required when the scope of services uses professional services that require certification or license(s) to provide direct services to program participants. 7. Proof of Property Coverage is required when Provider has capital equipment owned by either the City or The children's Trust and said capital equipment is under the care custody and control of Provider. The City and The Children's Trust, as applicable, must be shown on the evidence of property coverage as a Loss Payee. Property coverage shall survive the expiration or termination of this Agreement and the Contract until such time the ownership of the capital equipment is transferred to Provider or such capital equipment is returned to the City or The Children's Trust, as applicable. Certificate Holder Certificate holder must read: 396391 FY2017-18 Form of Provider Agreement connectcr w-tr. Cr - e^ s Tr„s: Co*e Cor::ra t #1510-+580'or C tq Program Farr. es Frs: Parer.t.ng Prograr- 8 The Children's Trust 3150 SW 3rd Avenue, 8th Floor Miami, Florida 33129 And The City of Miami, Florida c/o Risk Management Department 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Classification and Rating All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "B" as to management, and no less than "Class V" as the financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the reasonable approval of the City and The Children's Trust. Provider and or Provider's insurance agent, as applicable, shall notify The Children's Trust and the City of Miami, in writing, of any material changes in insurance coverage including, but not limited to, any renewals of existing insurance policies, not later than thirty (30) days prior to the effective date of making any material changes to the insurance coverage except for ten (10) days for lack of payment changes. Provider shall be responsible for ensuring that all applicable insurances are maintained and submitted to the City and The Children's Trust for the duration of this Agreement and the Contract. In the event of any change in Provider's Scope of Services, Attachment A, the City and The Children's Trust may increase, waive or modify, in writing any of the foregoing insurance requirements. Any request by a Provider to decrease, waive or modify any of the foregoing insurance requirements shall be approved, in writing, by the City and The Children's Trust prior to any such decrease, waiver or modification. In the event that an insurance policy is canceled, lapsed or expired during the effective period of this Agreement and the Contract, the City and The Children's Trust shall withhold all payments to Provider until a new Certificate of Insurance required under this section is submitted and approved by the City and The Children's Trust. The new insurance policy shall cover the time period commencing from the date of cancellation of the prior insurance policy. The City and/or The Children's Trust may require Provider to furnish additional and different insurance coverage, or both, as may be required from time to time under applicable federal or state laws or the City and/or The Children's Trust requirements. Provision of insurance by Provider, in no instance, shall be deemed to be a release, limitation, or waiver of any claim, cause of action or assessment that the City and/or The Children's Trust may have against Provider for any liability of any nature related to performance under this Agreement, the Contract or otherwise. All insurance required hereunder may be maintained by Provider pursuant to a master or blanket policy or policies of insurance. L. PROOF OF TAX STATUS Provider is required to keep on file the following documentation for review by the City and The Children's Trust: o 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! emp[oyer's quarterly federal tax return. If required by the City and/or 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. 396391 FY2017-18 Form of Provider Agreement in connect:on :c Cr :re^ s Tr,;st Ccre Contra_ r6- -'S50 `or Cry Procne, Fam . s F;rs; Parente- Prover, 9 M. NOTICES Written notices pursuant to this Agreement and the Contract shall be sent to the addresses for each Party appearing on the first page of this Agreement and of the Contract. Notices to The Children's Trust shall be marked to the attention of its President/CEO. Notices to the City of Miami shall be marked to the attention of the Director of the Department of Grants Administration. Notices to Provider shall be marked to the attention of 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 and under the Contract; mailing address, and/or telephone number. N. AUTONOMY The Parties agree that this Agreement as it relates to the Contract recognizes the autonomy of, and stipulates or implies no affiliation between, the contracting parties. Provider is only a recipient of funding support and is not an employee, agent or instrumentality of the City or The Children's Trust, and Provider's agents and employees are not agents or employees of the City or The Children's Trust. O. RECORDS, REPORTS, AUDITS AND MONITORING The provisions of this section shall survive the expiration or termination of this Agreement and the Contract, consistent with Florida laws. Except for changes to the total not to exceed amount payable and changes to the length of the effective term, the City Manager is authorized pursuant to City Commission Resolution No. 15-0282, adopted on July 9, 2015, to negotiate and execute all necessary amendments, extensions, renewals or modifications 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 and the Contract have been complied with, final payment has been received and appropriate audits have been submitted to and accepted by the appropriate entity. However, if any audit, claim, litigation, negotiation or other action involving this Agreement or the Contract or modification hereto or thereto 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 eighty (180) days from 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 and The Children's Trust, which together comprise an annual financial statement audit conducted in accordance with GAAP and standards contained in Government Auditing Standards issued by the Comptroller General of the United States (The Yellow Book). The required items are: a) An annual financial statement audit, performed by a CPA firm that is licensed and registered to conduct business with the Florida Department of Business and Professional Regulation; b) An annual financial statement audit conducted in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards; c) Written communication encompassing the requirements of AU-C section 265, "Communicating 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;" d) Written communication encompassing the requirements of AU-C section 260, "The Auditor's Communication With Those Charged With Governance," 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 396391 FY2017-18 Form of Provider Agreement „ c = _ __. ,._ _ .,c . �_. - _ -c F.__.G- Fa- e_ F -_ 10 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 two -hundred seventy (270) days after the close of Provider's fiscal year. Electronic filing of the annual financial statement audit, as defined, must be sent by Provider's CPA firm to the following e-mail address: audits@thechildrenstrust.org and to the City's program manager at his or City e-mail address. Providers that are required to have a Single Audit agree to have their CPA firm submit the schedule of expenditures pertaining to awards, summary schedule of prior audit findings, applicable auditor's reports and the corrective action plan, if applicable. 3. Program Specific Audit Within 180 days of the close of its fiscal year, all Providers are required to have their CPA firm submit a program - specific audit related to the Agreement and Provider's portion of the Contract, 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 Children's Trust contract(s) as specified in Attachment D: Program -Specific Audit Requirements. 4. Audit Extensions Audit extensions may be granted by the City and The Children's Trust upon receipt, in writing, of such request with appropriate justification by Provider and for a period of time not to exceed sixty (60) days after the initial due date. A copy of the engagement letter, along with the anticipated audit completion date and any concerns from Provider's CPA firm related to the audit must accompany the request. Approved audit extension requests allow for the continuation of payment until such time that the extension expires. 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 and The Children's Trust shall withhold all payments to Provider until the documents are received and determined to be acceptable by the City and The Children's Trust. 5. Engagement Letters Audit Engagement Letters are due to the City and The Children's Trust thirty (30) days after Provider's fiscal year end. Provider agrees to submit an engagement letter for both the annual financial statement audit and the program specific audit, electronically, to audits@thechildrenstrust.orq and to the City's program manager at his or her City e- mail address. Failure to submit an engagement letter may result in a breach of contract, or other remedy, as deemed appropriate by the City and The Children's Trust. 6. List of Approved Certified Public Accounting Firms To receive reimbursement for the preparation of the program specific audit, as defined, Provider must choose from a list of approved CPA firms, which are posted on The Children's Trust website. Inclusion in this pre -approved CPA vendor pool requires a CPA firm to meet three (3) criteria, which are enumerated in Attachment B: Other Fiscal Requirements, Budget and Method of Payment. 7. Access to Records Provider shall permit access to all records including subcontractor records, which relate to this Agreement and the Contract at its place of business during regular business hours. Provider agrees to deliver such assistance as may be necessary to facilitate a review or audit by the City and/or The Children's Trust to ensure compliance with applicable accounting, financial and programmatic standards. This would include access by the City, The Children's Trust, or their respective designees, to Provider's independent auditor's work papers for complying with federal, state and local requirements. The City and The Children's Trust reserves the right to require Provider to submit to an audit by an auditor of The Children's Trust's choosing and at The Children's Trust's expense. 396391 FY2017-18 Form of Provcder Agreement in cornect,on a t' C!,!cre^ s `v r, s: C..re Cortrac 3.- 5^. ';;- C.;y Pr ,c•am Fame es F -st Pare^t.ng Prograrr. 11 8. Monitoring Provider agrees to permit the City's and/ or The Children's Trust personnel or contracted agents to perform random scheduled and/or unscheduled monitoring's, reviews and evaluations of the program which is the subject of this Agreement and the Contract, including any subcontracts under this Agreement and the Contract, using The Children's Trust approved monitoring tools. The City, The Children's Trust and/or contracted agents shall monitor both fiscal/administrative and programmatic compliance with all the terms and conditions of the Agreement in relation to the Contract. Provider shall permit the City, The Children's Trust and/or contracted agents to conduct site visits, client interviews, client assessment surveys, fiscal/administrative review and other assessments deemed reasonably necessary at the City's and The Children's Trust's sole discretion to fulfill the monitoring function. A report of monitoring findings will be delivered to Provider and Provider will remedy all deficiencies cited within the period of time specified in the report. 9. Client Records Pursuant to Florida Statute 1 19.071 (5), The Children's Trust collects the last four digits of social security numbers of child participants of funded programs and services for the following purposes: (a) to research, track and measure the impact of The Children's Trust funded programs and services in an effort to maintain and improve such programs and services for the future (individual identifying information will not be disclosed); and (b) to identify and match individuals and data within and among various systems and other agencies for research purposes. The Children's Trust does not collect social security numbers for adult participants. Provider shall maintain a separate file for each 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 Agreement and the 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 and The Children's Trust, during regular business hours the following as may be applicable, subject to applicable confidentiality requirements: (1) personnel files of employees which include hiring records, background screening affidavits, job descriptions, verification of education and evaluation procedures; (2) authorized time sheets, records and attendance sheets to document the staff time billed to provide Services pursuant to this contract; (3) daily activity logs and monthly calendars of the provision of Services pursuant to this contract; (4) training modules; (5) pre and post session questionnaires; (6) all participant attendance records; (7) participant consent and information release forms; (8) agency policies and procedures; and (9) such other information related to Service provision as described in Attachment A and as required by this Agreement and the Contract; all upon request by the City and/or The Children's Trust. Provider shall retain all records for not less than five (5) years beyond the last date that all applicable terms of this Agreement and the Contract have been complied with and final payment has been received, and appropriate audits have been submitted to and accepted by the appropriate entity. 11. Confidentiality Provider, the City and The Children's Trust understand that during the course of performing the Services hereunder, each party may have access to certain confidential and proprietary information and materials of the other party in order to further performance of the Services. The Parties shall protect confidential information and comply with applicable federal and state laws on confidentiality to prevent unauthorized use, dissemination or publication of confidential information as each party uses to protect its own confidential information in a like manner. The Parties shall not disclose the confidential information to any third party (except that such information may be disclosed to such Party's attorneys), or to any employee of such Party who does not have a need to know such information, which need is related to performance of a responsibility hereunder. However, this Agreement and the Contract imposes no obligation upon the Parties with respect to confidential information which (a) was lawfully known to the receiving party before receipt from the other, (b) is or becomes a matter of public knowledge through no fault of the receiving party, (c) is rightfully received by the receiving party from a third party without restriction on disclosure, (d) is independently developed by or for that party, (e) is disclosed under operation of law, (f) is disclosed by the receiving party with the other party's prior written approval or (g) is subject to Chapter 1 19 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 396391 FY2017-16 Form of Provider Agreement in connector your. Chriaran s Trust Core Co.-vact n1810-758C C ty Program. Fern ;es First Parermg Program 1 '7 after the termination of this Agreement and the Contract. Provider shall specifically require all sub -contractors to comply with this paragraph. 12. Data Security Obligation Data Security Definitions are defined and specified in Attachment G: Data Security Definitions attached to this Contract. A. Public Records Laws and Requests a. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. Provider shall additionally comply with Section 1 19.0701, Florida Statutes, including without limitation: (1) keep and maintain public records required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, or otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Provider does not transfer the records to the City; and (4) provide to the City all electronically stored public records, upon request from the City's custodian of public records, in a format compatible with the City's information technology systems. Upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Provider or keep and maintain public records required by the City to perform the Services. If the Provider transfers all public records to the City upon completion of the Agreement, the Provider shall destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements. If the Provider keeps and maintains public records upon completion of the Agreement, the Provider shall meet all applicable requirements for retaining public records. Should Provider determine to dispute any public access provision required by Florida Statutes, then Provider shall do so at its own expense and at no cost to the City. IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-416-1800, PublicRecords@miamigov.com, CITY OF MIAMI PUBLIC RECORDS, C/O THE OFFICE OF THE CITY ATTORNEY, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. b. Provider shall notify the City and The Children's Trust of a public records request immediately, but no later than forty-eight (48) hours, after the request is made to Provider for records that contain data owned by either the City and/or The Children's Trust. Notification to the City shall be by e-mail to the City's program manager at his or City e-mail address. Notification to the Children's Trust shall be by telephone at the following number: (305) 571-5700/e-mailing The Children's Trust with a read receipt at datasecuritty@thechildrenstrust.org. The notification shall include, at a minimum: (1) the date of the request; and (2) a description of the request. c. Provider shall provide the City and The Children's Trust with a summary of the records produced or inspected as a result of the public records request within forty-eight (48) hours of producing the records. The summary shall be e-mail to the City's program manager at his or City e-mail address. The summary shall be e-mailed to The Children's Trust with a read receipt at datasecurity@thechildrenstrust.orq. The summary shall include, at a minimum: (1) the date of the production or inspection; (2) the number of records produced or inspected; and (3) warranty that exempt and confidential information was protected from disclosure. B. Standard of care a. Provider acknowledges and agrees that, in the course of this Agreement and the Contract, Provider may, 398391 FY2017-18 Form of Provider Ag eemec: ^ c _„-r . C- cre _ . -_sr C e ?- c- F xr2-- Fa- ,a; F•,-s: P er: ^r 1J directly or indirectly, receive or have access to Highly -Sensitive Personal information or Personal Information. Provider shall comply with the terms and conditions set forth in this Agreement and Provider's portion of the Contract in its collection, receipt, transmission, storage, disposal, use and disclosure of such Highly -Sensitive Personal Information or Personal Information and shall be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of Personal Information under its control or in its possession. Furthermore, Provider shall be responsible for the actions and omissions of all Authorized Persons that are not Authorized Employees concerning the treatment of such Highly -Sensitive Personal Information or Personal Information as if they were Provider's own actions and omissions. b. Personal Information is deemed to be property of the City and/ or The Children's Trust and is not property of Provider. Neither the City nor The Children's Trust will collect Highly -Sensitive Personal Information. The Provider should not collect Client Highly -Sensitive Personal Information. c. Subject to Florida's Public Records Law, Chapter 119, Florida Statutes, or otherwise required by law, Provider agrees and covenants that it shall: 1. keep and maintain all such Highly -Sensitive Personal Information or Personal Information strictly confidential; 2. use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information, or access to it, is provided pursuant to the terms and conditions of this Agreement and the Contract, and shall not divulge, communicate, use, misuse, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Information for Provider's own purposes or for the benefit of anyone other than the City and/or The Children's Trust, in each case, without the City's and The Children's Trust's prior written consent, which may be withheld in their sole and absolute discretion; and 3. not, directly or indirectly, disclose Personal Information to any person other than Authorized Persons (an "Unauthorized Third Party"), without express written consent from the City and The Children's Trust, which may be withheld in their sole and absolute discretion. If any person or authority makes a demand on Provider purporting to legally compel it to divulge any Personal Information, Provider shall (i) immediately notify the City and The Children's Trust of the demand before such disclosure so that the City and The Children's Trust may first assess whether to challenge the demand prior to Provider's divulging of such Personal Information; (11) be responsible to the City and The Children's Trust for the actions and omissions of such Unauthorized Third Party concerning the treatment of such Personal Information as if they were Provider's own actions and omissions; and (iii) require the Unauthorized Third Party that has access to Personal Information to execute a written Contract agreeing to comply with the terms and conditions of this Agreement and Provider's portion of the Contract relating to the treatment of Personal Information. Provider shall not divulge such Personal Information until the City and The Children's Trust either has concluded not to challenge the demand, or has exhausted its challenge, including appeals, if any. C. Persona! information security a. Provider shall protect and secure data in electronic form containing such Highly -Sensitive Personal Information or Personal Information. At a minimum, Provider's safeguards for the protection of Personal Information shall include: 1. keep and maintain all such Highly -Sensitive Personal Information or Personal Information strictly confidential encrypting, securing, or modifying such Personal Information by any method or technology that removes elements that personally identify an individual or that otherwise renders the information unusable; 2. limiting access of Personal Information to Authorized Employees and Authorized Persons; 3. securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability; 4. implementing network, device application, database and platform security; S. securing information transmission, storage and disposal; 6. implementing authentication and access controls within media, applications, operating systems and equipment; 7. encrypting Highly -Sensitive Personal Information stored on any mobile media; 8. encrypting Highly -Sensitive Personal Information transmitted over public or wireless networks; 9. implementing appropriate personnel security and integrity procedures and practices, including, but not 396391 FY2017-18 Form of Provider Agreement in connection with Children s Tri,st Core Contract #1810-7580 for Cly Program Fam:ves E rsc Parenting Program Id limited to, conducting backgrounds checks consistent with applicable law, as required by the City and/or The Children's Trust from time to time; 10. providing appropriate privacy and information security training to Provider's employees, as required by the City and/or The Children's Trust from time to time; and 11. purchasing and maintaining cyber insurance coverage, if the City and/or The Children's Trust deems necessary in their sole and absolute discretion. b. Provider shall dispose, or arrange for the disposal, of customer records containing Personal Information within its custody or control when the records are no longer to be retained. Such disposal shall involve shredding, erasing, or otherwise modifying Personal information in its control or possession to make it unreadable or undecipherable through any means. c. During the term of each Authorized Employee's employment by Provider, Provider shall at all times cause such Authorized Employees to abide strictly by Provider's obligations under this Agreement and the Contract. Provider further agrees that it shall maintain a disciplinary process to address any unauthorized access, use or disclosure of Personal Information by any of Provider's officers, directors, partners, principals, employees, agents or contractors. Upon the City's and/or The Children's Trust's request, Provider shall promptly identify for the City and/or The Children's Trust in writing all Authorized Employees as of the date of such request. d. Upon the City's and/or The Children's Trust's written request, Provider shall provide the City and/or The Children's Trust with a network diagram that outlines Provider's information technology network infrastructure and all equipment used in relation to fulfilling its obligations under this Agreement and the Contract, including, without limitation: (i) connectivity to the City, The Children's Trust and ail third parties who may access Provider's network to the extent the network contains Personal Information; (ii) all network connections including remote access s and wireless connectivity; (iii) all access control devices (such as (solely by way of example), firewall, packet filters, intrusion detection and access -list routers); {iv) all back-up or redundant servers; and (v) permitted access through each network connection. D. Security breach procedures a. Provider shall: 1. provide the City and The Children's Trust with the name and contact information for an employee of Provider who shall serve as primary security contact and shall be available to assist the City and The Children's Trust twenty-four {24) hours per day, seven (7) days per week as a contact in resolving issues associated with a Security Breach; 2. notify the City and The Children's Trust of a Security Breach immediately, but no later than forty-eight (48) hours after Provider becomes aware of it; 3. notify the City's program manager of any Security Breaches at his or her's City e-mail address. The notice shall include, at a minimum: (1) the date, estimated date, or estimated date range of the Breach of security; and (2) a description of the Personal Information that was accessed or reasonably believed to have been accessed as a part of the Breach of security; and 4. notify The Children's Trust of any Security Breaches by telephone at the following number: (305)571-5700/e- mailing The Children's Trust with a read receipt at datasecurity@thechildrenstrust.org. The notice shall include, at a minimum: (1) the date, estimated date, or estimated date range of the Breach of security; and (2) a description of the Personal Information that was accessed or reasonably believed to have been accessed as a part of the Breach of security. b. Immediately following Provider's notification to the City and The Children's Trust of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach. Provider shall fully cooperate with the City and The Children's Trust in the handling of the matter, including, without limitation: (i) assisting with any investigation; (ii) providing the City and/or The Children's Trust with physical access to the facilities and operations affected; (iii) facilitating interviews with Provider's employees and others involved in the matter; and (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise required by the City and/or The Children's Trust, in their sole and absolute discretion. 396391 FY2017-18 Form of Provider Agreements con,ezzc^ ,:r Cr-Cr cver, s r.s•, a c , :__ _ 'a e_-'s 15 c. Provider shall take steps to immediately remedy any Security Breach and prevent any further Security Breach at Provider's expense in accordance with applicable privacy rights, laws, regulations and standards, or as otherwise required by the City and/or The Children's Trust in their sole and absolute discretion. Provider shall reimburse the City and/or The Children's Trust for reasonable costs incurred in providing individuals affected by a Security Breach with notice of the breach and complimentary access for credit monitoring services, which the City and/or The Children's Trust in their sole and absolute discretion deems necessary to protect such affected individuals in light of the risks posed by the Security Breach. d. Provider agrees that it shall not inform any third party of any Security Breach without first obtaining the City's and/or The Children's Trust's prior written consent, other than to inform a complainant that the matter has been forwarded to the City's and The Children's Trust's legal counsel. Further, Provider agrees that the City and The Children's Trust shall have the sole right to determine: (i) whether notice of the Security Breach is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies or others as required by law or regulation, or otherwise in the City's and/or The Children's Trust's discretion; and (ii) the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation. 13. Withholding of Payment At the sole discretion of The Children's Trust, payment may be withheld for non-compliance of contractual terms. The Children's Trust will provide payment upon satisfactory compliance with the contractual terms as solely determined by The Children's Trust. P. MODIFICATIONS Any alterations, variations, modifications, extensions or waivers of provisions of this Agreement and any related portions of the Contract including, but not limited to, amount payable and effective term shall only be valid when they have been reduced to writing, duly approved and signed by both Parties hereto and by The Children's Trust under the Contract. Q. GOVERNING LAW & VENUE This Agreement and the Contract shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without regard to its conflicts of law provisions. Any controversies or legal problems arising out of the terms of this Agreement and/or the Contract and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida. R. STAFF AND VOLUNTEER BACKGROUND CHECK REQUIREMENTS All employees, volunteers and subcontracted personnel who work in direct contact with children or who may come into direct contact with children at the site in question must complete a Level 2 background screening that complies with its requirements prior to commencing work pursuant to this Agreement and related portions of the Contract. This requirement applies to all volunteers who provide services to children, youth and their families regardless of the number of hours they provide services. Occasional or transient repair or maintenance persons who appear on the site should be escorted to their work areas and then supervised during the time they are present to conduct their work. All providers are required to review annually, at minimum, The Dru Sjodin National Sex Offender Public Website. 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 from those agencies that already conduct business with either the Department of Children and Families (DCF) or the Department of Juvenile Justice (DJJ) or the Miami Dade County Public School System (MDCPS). A clearance letter from the MDCPS Office of Employment Standards indicating the person has successfully completed a Level 2 screening will be accepted. In addition: • The Provider shall complete Attachment E-1: Affidavit for Level 2 Background Screenings. The Affidavit shall 396391 FY2017-18 Form of Provider Agree en:..^ co.:, z..:.en s ;r 0^ s __. _ _ .mac. _- ° ^ac ' �; P=:-a-- Fa-, es F -s: Pa... E"•:.^g 14 cover employees, volunteers, and subcontractors performing services under this contract who are required to complete a Level 2 background screening as defined in this section, • The Provider shall complete Attachment E-2: Child Care Affidavit of Good Moral Character, Attachment E-3: Child Abuse & Neglect Reporting Requirements and Attachment E-4: Background Screening & Personnel File Requirements. • Provider shall maintain Attachment E-1: Affidavit for Level 2 Background Screenings, Attachment E-2: Child Care Affidavit of Good Moral Character, Attachment E-3: Child Abuse & Neglect Reporting Requirements and Attachment E-4: Background Screening & Personnel File Requirements in Provider's personnel, volunteers, and sub -contractors' files. • Provider shall re -screen each employee, volunteer and subcontractor every five years. S. CHILDREN WITH DISABILITIES AND THEIR FAMILIES Provider understands that the City and The Children's Trust expect Provider to meet the federal standards under the Americans with Disabilities Act. By policy of The Children's Trust, providers must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. Notwithstanding anything to the contrary, Provider shall not be required to make any alteration to any public school building or other building or structure which is not owned by Provider. T. REGULATORY COMPLIANCE 1. Non-discrimination and Civil Rights Provider shall not discriminate against an employee, volunteer, or client of Provider on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, religion, ancestry, national origin, disability, or age, except that programs may target services for specific target groups as may be defined in the competitive solicitation. Provider shall demonstrate that it has standards, policies, and practices necessary to render services in a manner that respects the worth of the individual and protects and preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation, and ethnic backgrounds. Provider agrees to abide by Chapter 1 1 A of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing and public accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits discrimination in employment and public accommodation; the Age Discrimination Act of 1975, 42 U.S.C. Section 6101, as amended, which prohibits discrimination in employment because of age; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which prohibits discrimination on the basis of disability; and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., which prohibits discrimination in employment and public accommodations because of disability. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, the City shall have the right to terminate all or any portion of this Agreement and The Children's Trust shall have the right to terminate all or any portion of Provider's portion of the 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 the Contract and the City and The Children's Trust will conduct no further business with Provider, 2. Public Entities Crime Act Provider will not violate the Public Entities Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a Provider, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to the City or The Children's Trust, may not submit a bid on a contract, as applicable, with the City and/or The Children's Trust for the construction or repair of a public building or public work, may not submit bids on leases of real property to the City and/or The Children's Trust, as applicable, may not be awarded or perform work as a Provider supplier, sub Provider, or consultant under a contract with the City and/or The Children's Trust, and may not transact any business with City and/or The Children's Trust, as applicable, 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 an the convicted vendor list. Violation of this section shall result in cancellation of this Agreement and of 396391 FY2017-18 Form of Provider Agreeme^: c .. __, __ _ _ c _ _s F--s: Paxer: e9 P,.9ram 17 Provider's portions of the Contract and recovery of all monies paid hereto, and may result in debarment from the City's and The Children's Trust's competitive procurement activities. 3. Conflict of Interest Provider represents that the execution of this Agreement in connection with Provider's portions of the Contract does not violate Miami Dade County's Conflict of Interest and Code of Ethics Ordinance, and Florida Statutes § 1 12 as amended, which are incorporated herein by reference as if fully set forth herein. Provider agrees to abide by and be governed by these conflict of interest provisions throughout the course of this Agreement and Provider's portions of the Contract and in connection with its obligations hereunder. (Refer to htto://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 and the Contract any and all licenses, certifications, approvals, insurances, permits and accreditations, required by the State of Florida, Miami -Dade County, the City, other relevant municipalities, The Children's Trust or the federal government. Provider must be qualified and registered to do business in the State of Florida and in the City of Miami both prior to and during the Agreement and contract terms with the City and The Children's Trust. 6. incident Reporting An incident is defined as any actual or alleged event or situation that creates a significant risk of substantial or serious harm to the physical or mental health, safety or well-being of a child participating in the program. Reportable incidents include, but are not limited to, allegations of abuse, neglect or exploitation of a child, injury of a participant, missing child or abandoned child, loss of property use for the program, or destruction of property used in the program. Provider shall immediately report knowledge or reasonable suspicion of abuse, neglect, or abandonment of a child, aged person, or disabled adult to the Florida Abuse Hotline on the statewide toll -free telephone number (1-800-96- ABUSE). As required by Chapters 39 and 415, Florida Statutes, this is binding upon both Provider and its employees. Provider shall notify the City's program manager and The Children's Trust contract manager of any incident as defined within three (3) days after Provider is informed of such incident. Provider shall provide written notification of the incident together with a copy of the incident report. The report must contain the following: (1) Name of reporter (person giving the notice) (2) Name and address of victim and guardian (3) Phone number where the reporter can be contacted (4) Date, time, and location of incident (5) Complete description of incident and injuries, if any Police report and actions taken shall be submitted to the City and The Children's Trust within fifteen (15) days of the incident. Provider shall provide written notification to the City and The Children's Trust, within seven (7) days of any legal action related to the incident. 7. Sexual Harassment Provider shall complete an incident report in the event a program participant, client or employee makes an allegation of sexual harassment, sexual misconduct or sexual assault by a Provider employee, volunteer or anyone arising out of the performance of this Agreement in connection with the Contract and Provider has knowledge thereof. Provider shall provide written notification to the City and The Children's Trust within three (3) business days after Provider is informed of such an allegation. Provider shall provide written notification to the City and The Children's Trust, within seven (7) business days, if any legal action which is filed as a result of such an alleged incident. 396391 FY2017-18 Form of Provider Agreement ' „c-ne te : s s..,z-e C.-:'ac _ 8C for C.ty Pao -a— Fa'- .es F; st P re-t.ng P-o;;-a- I8 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 and The Children's Trust for monitoring and evaluation purposes. Provider will ask participants to sign a voluntary Consent to Photograph form. The form is available in English, Spanish, and Creole and can be downloaded from www.thechildrenstrust.org. The signed consent form for photography will be maintained at the program site, with a copy filed in the participant's record. The consent shall be part of the participants' registration form, and signed by parent/guardian before services commence or assessments are administered. Any refusal of consent must be properly documented and signed by the parent or legal guardian on the consent form. V. PROGRAMMATIC DATA REPORTING Demographic and service information on program participants will be provided to the City and The Children's Trust as part of The Children's Trust's research mission. Provider agrees to comply and participate in any data collection reporting, including participant data as required by The Children's Trust and described in Attachment C to this Agreement and the contract, Programmatic Data and Reporting Requirements, subject to confidentiality requirements. In addition, Provider agrees to furnish the City and The Children's Trust with complete and accurate reports in the timeframe and format to be reasonably specified by The Children's Trust, and as described in Attachment C. Provider must participate and provide agency (agency profile) and site(s) information to Switchboard of Miami 2-1- 1, The Children's Trust 24 hour helpline, as applicable and as defined in Attachment C: Programmatic Data Reporting Requirements. W. PUBLICITY Provider agrees that activities, services and events funded by this Agreement through the Contract shall recognize the City and The Children's Trust as a funding source. Provider shall ensure that all publicity, public relations, advertisements and signs within its control recognize the City and The Children's Trust for the support of all contracted activities. The use of the official Children's Trust logo is permissible. Provider shall contact the City's program manager regarding uses of the City's logo. Provider shall use its best efforts to ensure that all media representatives, when inquiring with Provider about the activities funded by this Agreement and the Contract, are informed that The Children's Trust is a funding source and that the City is a funding source in cooperation with The Children's Trust for services within the City. Provider shall, if it possesses the appropriate technology, provide a link between the website and The Children's Trust's website. Provider shall coordinate with the City's program manager regarding links between Provider's website and the City's website. X. PUBLICATIONS Provider agrees to supply the City and The Children's Trust, without charge, up to three copies of any publication developed in connection with implementation of programs addressed by this Agreement through the Contract. Such publications will state that the program is supported by the City and The Children's Trust. Provider agrees that the City and The Children's Trust will have use of copyrighted materials developed under this Contract to the extent provided in, and subject to, the provisions of Paragraphs G and H above. To the extent permitted by the applicable journal or other publication source, Provider shall include The Children's Trust logo and the following paragraph in all materials featuring programs funded by The Children's Trust, including 396391 FY2017-16 Form of Provider Agreement in corre=t:a' wan Cr, sren s Test Cure Ccmre_t» c' _.e'or C y es F rat Parer .ng Program 19 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: The City of Miami - Families First Parenting Program is funded by The Children's Trust. The Children's Trust is a dedicated source of revenue established by voter referendum to improve the lives of children and families in Miami -Dade County. Espanol: The City of Miami - Families First Parenting Program esta financiado por El Fidecomiso de los Ninos (The Children's Trust). El Fidecomiso de los Ninos es una fuente de financiacion, establecida por referendum para mejorar las vidas de niros y familias en el Condado de Miami -Dade. Kreyol: The City of Miami - Families First Parenting Program Se Children's Trust ki finanse (pwogram sa-a). Children's Trust se yon sous finansman elekte Miyami-Dade to kreye nan yon referandom. Finansman sa a dedye you pwogram k'ap amelyore lavi ti moun ak fanmi yo. Note: In cases where funding by The Children's Trust represents only a percentage of Provider's overall funding, the above language can be altered to read "The (organization) is funded in part by The Children's Trust in cooperation with the City of Miami..." 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 or Contract. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. - THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK - 396391 FY2017-18 Form of Provider Agreement :n Correction N ti s T•.sc Core 00-:-a_ 8 73-7.7 Cr,., P-og,ar^ ra es F.rs! Pererc-d Prcg-arr '7n Z. 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: Attachment A: Scope of Services Attachment B: Other Fiscal Requirements, Budget, and Method of Payment Attachment C: Programmatic Data and Reporting Requirements Attachment D: Program Specific Audit Requirements Attachment E-1: Affidavit for Level 2 Background Screenings, if applicable Attachment E-2: Child Care Affidavit of Good Moral Character, if applicable Attachment E-3: Child Abuse & Neglect Reporting Requirements, if applicable Attachment E-4: Background Screening & Personnel File Requirements, if applicable Attachment F: Performance Improvement Plan, if applicable Attachment G: Data Security Definitions Attachment H: Children's Trust Contract No. 1710-7580 w/ the City for Families First Parenting Program for 2016-17 Attachment I: City of Miami Resolution No. 15-0282, Adopted July 9, 2015. 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 and any applicable provision of the Contract shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. 396391 FY2017-18 Form of Provrcer Agreement „ nect:c- ... C" cre' s -ust Gxe Co':'a 3 `a --sac C ty Program Farr es F rst Parert:ng Program 71 CITY OF MIAMI, PROVIDER: A Florida municipal corporation A Florida corporation MIAMI DADE COUNTY, FLORIDA Provider Federal ID #: By: Daniel J. Alfonso, City Manger Date: Attest: By: Todd Hannon, City Clerk Attest: Date: By: Approved as to Form and Correctness: Print Name: By: Title: Victoria Mendez, City Attorney Date: Approved as to Insurance Requirements: By: Ann -Marie Sharpe, Dir. of Risk Management Date: Approved by Dpt. of Grants Administration: By: Lillian Blondet, Dir. Of Grants Administration Date: By: Print Name: Title: Date: Dote: This contract is not valid until signed by both parties. 396391 FY2017-18 Form of Provider Agreernent in connect-:cr..v,tr. Cr: cran s Trust Core Can:rac s18`D-7580 far C Prc an• Farr. ,es F:rst Parenting Program ATTACHMENT A: SCOPE OF SERVICES 396391 FY2017-18 Form of Provider Agreement in connection wit*. Ch-leer•. s Tr st Core Contra C #1513-7580 for City Program Farrif es First Parenting Program 23 ATTACHMENT B OTHER FISCAL REQUIREMENTS, BUDGET and METHOD OF PAYMENT Advance payment requests The Children's Trust offers advance payments equal to 15% of the total contract value. Advance requests shall be limited to governmental entities and not -for -profit corporations, in accordance with subsection 216.181 (16) (b), F.S. The advance rogues' must include the amount requested and a justification for the request. Advance requests must be submitted using the designated farm and must be approved in writing by The Children's Trust Contract Manager and Chief Financial Officer or their designee. The City shall not advance any funds unless such funds are advanced by The Children's Trust under the Contract in relation to this Agreement. Advance repayment Advance repayment is due within 60 calendar days of receipt of the advance. Provider shall report the amount of the advance repayment in SAMIS using the "advances/adjustments" button on the SAMIS reimbursement screen. If a provider does not use SAMIS, then they are required to deduct their advance repayment from each invoice, consecutively, until the advance is repaid in full. Budget amendments/revisions Budget amendments/revisions require written approval from the City's program manager, the Children Trust's Contract Manager and The Children's Trust's Chief Financial Officer or their designee. Request for budget amendments/revisions must be submitted to the Contract Manager using SAMIS, or the appropriate form, as designated by the City and The Children's Trust. All budget amendments/revisions are subject to final approval by the City and The Children's Trust. Budget amendments/revisions cannot be used to increase the total contract amount or to modify the Scope of Services. No more than two (2) budget amendments/revisions may be approved during the Agreement and Contract term. Budget amendment/revision requests must be submitted sixty (60) days prior to the expiration of the Agreement and the Contract. Budget amendments/revisions will be incorporated into this Agreement and the contract. Indirect Administrative Costs In no event shall The Children's Trust fund indirect administrative costs in excess of ten (10%) percent of the total Contract amount. In no event shall the City fund any costs whatsoever unless such costs have been funded by the Children's Trust. List of Approved Certified Public Accountants or Certified Public Accounting Firms To receive reimbursement for the preparation of the program specific audit, as defined, provider must choose from a list of approved independent Certified Public Accounting (CPA) firms, which are posted on The Children's Trust website. Inclusion in this pre -approved vendor pool requires that a CPA firm meet the following three (3) criteria: (a) participation in either the American Institute of Certified Public Accountants (AICPA) or the Florida Institute of Certified Public Accountants (FICPA) peer review program as evidenced by submitting a triennial System Review Report with a passing score to The Children's Trust; (b) providing documentation that a CPA firm, or one of its associates, has adequate experience in governmental accounting and/or nonprofit accounting with the application of Government Auditing Standards; and (c) completion of an annual CPA training session sponsored by The Children's Trust finance department. Cost Reimbursement Method of Payment The parties agree that this is a cost reimbursement method of payment Agreement; 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 on a timely basis its subcontractors, vendors and employees for the fulfillment of services provided in this in the Agreement and the Contract. 396391 FY2017-18 Form of Provider Agreement n ccn ecrc- h:: C- _t s r__.., a . _ = =c C ,. - - __ s a _ _ 24 Invoice Reciuirements Provider shall submit an original request for payment, utilizing the format prescribed by The Children's Trust and in accordance with the approved budget or approved budget revision(s). The Children's Trust will notify the Provider of the request for payment is to be submitted electronically suing SAMIS or by using a reporting "invoice" form/spreadsheet. The request for payment is due on or before the fifteenth (I5,h) day of the month following the month in which expenditures were paid (exclusive of legal holidays or weekends). The City agrees to reimburse Provider in accordance with The Children's Trust requirements. If there are subcontractors to this Agreement, if permitted by the Contract, then the Form D: Attestation of Payment must be either uploaded to the SAMIS Document Repository no later than 30 days after payment to subcontractor(s). Upon the dose of this Agreement and related portions of the Contract, Provider is required to complete Form E: Close-out Attestation of Payment, which must be uploaded to the SAWS Document Repository no later than thirty (30) days after payment to subcontractor(s). These forms may be downloaded from The Children's Trust's website. For the purpose of payment only, a subcontractor is defined as an independent agency that has entered into agreement with Provider to perform services pertaining to The Children's Trust funded programs identified in this Agreement and the Contract. The City and the Children's Trust reserve the right to request any supporting documentation. A final request for payment (last monthly invoice of the contract term) from Provider will be accepted up to forty-five (45) days after the expiration of this Agreement and/or the Contract. If Provider foils to comply, then all rights to payment shall be forfeited. If the City and/or The Children's Trust determines that Provider has been paid funds, which are not in accordance with this Agreement in relation to the Contract, and to which it is not entitled, then Provider shall return such funds to the City and/or The Children's Trust, as applicable, or submit appropriate documentation to support the payment within thirty (30) days of notification by the City and/or The Children's Trust. After thirty (30) days, the City and/or The Children's Trust, as applicable, may recapture amounts due to the City and/or The Children's Trust from this or any Contract with either the City or the Children's Trust by reducing amounts requested to be reimbursed less the amount owed to the City and/or The Children's Trust. The Children's Trust and the City shall have the sole discretion in determining if Provider is entitled to such funds in accordance with this Agreement and the Contract, and the decision by either the City or The Children's Trust on this matter shall be binding. In the event that Provider, its Independent CPA firm, the City or The Children's Trust discovers that an overpayment has been made, Provider shall repay the overpayment within thirty (30) calendar days without prior notification from the City and/or The Children's Trust, as applicable. If Provider fails to serve the number of participants and/or fails to utilize the funds in accordance with this Agreement and the contract, then the City may amend the Agreement and The Children's Trust may amend the Contract to reduce the amount of dollars. Any delay in amendment by The Children's Trust is not deemed a waiver of The Children's Trust's right to amend or seek reimbursement for under -serving participants in accordance with the Contract. Any delay in amendment by the City is not deemed a waiver of the City's right to amend or seek reimbursement for under -serving participants in accordance with the Agreement. In order for a request for payment to be deemed proper as defined by the Florida Prompt Payment Act, all requests for payment must comply with the requirements set forth in this Agreement and the Contract and must be submitted on the forms as prescribed by The Children's Trust. Requests for payment and/or documentation returned to Provider for corrections may be cause for delay in the receipt of payment. Late submission may result in delay in the receipt of payment. Provider shall be paid within thirty (30) calendar days of receipt of Provider's properly submitted Request for Payment and/or other required documentation, The City and/or The Children's Trust, as applicable, may retain any payments due until all required reports, deliverables or monies owed to the City and/or The Children's Trust, as applicable, are submitted and accepted by the City and/ or The Children's Trust. 396391 FY2017-18 Form of Provider Agreement :n cc. necrcn v, :n C e' s T s: C:re 5 o__ = C :, P-ay'a- Pa- es F -s1 Pa•e-: -; P 25 Supporting Documentation Requirements Provider shall maintain original records documenting actual expenditures and services provided according to the approved budget and scope of services. Supporting documentation shall be mode available and provided to the City and The Children's Trust upon request. Provider shall keep accurate and complete records of any fees collected, reimbursement or compensation of any kind received from any client or other third party, for any service covered by this Agreement and the Contract, and shall make all such records available to the City and The Children's Trust upon request. Provider shall maintain a cost allocation methodology that is used to allocate its costs to ensure that The Children's Trust is paying only its fair share of costs for services, overhead and staffing devoted to the program funded by this Agreement and the Contract. Such methodology shall be made available to the City and The Children's Trust upon request. - THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK - 396391 FY201?-18 Form of ProvFder Agreement .r Ev;:cn .y .- C^ c e' s T-_s: C a Cc,:ra:: E -'_o a' C c, P a Fa es F s' a e-x -; P;" ATTACHMENT C: PROGRAMMATIC DATA AND REPORTING REQUIREMENTS 396391 FY2017-18 Form of Provider Agreement in connection w,tf'' Crwidrer s Trust Core Contrav W1810-7580for C,fy Program Fain yes Fssr Paremng Program 27 Attachment D Program Specific Audit Requirements The Program Specific Audit must encompass an audit of this Agreement in connection with The Children's Trust Contract(s) in accordance with section 03: Program Specific Audit of this contract. The comprehensive nature of auditing performed in accordance with the standards set forth below places on the independent certified public accounting firm (CPA) the responsibility for ensuring that (1) the audit is conducted by personnel who have the necessary skills; (2) independence is maintained; (3) applicable standards are followed in planning and conducting audits and reporting the results; (4) the organization has an appropriate internal quality control system in place; and (5) the organization undergoes an external quality control review. Program Specific Audits must be conducted in compliance with AU-C 935 and are required to include performing tests of controls over compliance. An auditor's risk assessment must include an expectation of the operating effectiveness of controls over compliance; and in doing so; the assessed control risk must be assessed at low during the planning stage. If the auditor determines a lack of controls and identifies risk of material noncompliance that demonstrates internal controls do not exist or are not effective regarding the compliance requirement, a response to such risks should be developed, and a finding (significant deficiency or material weakness) should be reported. The auditor's test work and sample size of each compliance requirement should be the result of the assessed level of inherent risk and control risk as it relates to each compliance requirement as stated in The Children's Trust contracts. The Program Specific Audit requires the following components (a sample format may be found on The Children's Trust website): a. independent Auditor's Report on the Schedule of Expenditures of The Children's Trust Contracts; b. Schedule of Expenditures of The Children's Trust Contracts; e. Notes to Schedule; d. Independent Auditor's Report on Compliance for each of The Children's Trust Contracts and Report on Internal Control over Compliance; e. Schedule of Findings and Questioned Costs. At a minimum, the auditor must include the following tests in their audit program to ensure that the compliance requirements set forth in The Children's Trust compliance supplement are met. They are: The Children's Trust Compliance Supplement to the Program Specific Audit: Compliance Requirement Program Specific Audit implication Example a). Internal Controls 1). An auditor's risk assessment A). Controls tested during the must include an expectation of financial statement audit may the operating effectiveness of not consider compliance as it controls over compliance; and relates to the Children's Trust in doing so; the assessed contracts. Overall control risk control risk must be assessed at must consider each low during the planning compliance requirement tested stage. If the auditor determines during the program specific a lack of controls and identifies audit. Separate risk assessment risk of material noncompliance procedures and materiality that demonstrates internal should be performed and controls do not exist or are not generated for a program effective regarding the compliance requirement, a response to such risks should be developed, and a finding specific audit. (significant deficiency or 396391 FY2017-1 B Form of Provider Agreement .n correcto-...k r Cr ire^ s Core C,o.fr;c: A• r- 0_-650 C ty Pfogfer- Fa— _s -rst Parerang Program: 28 Compliance Requirement Program Specific Audit Implication Example material weakness) should be reported. The auditor's test work and sample size of each compliance requirement should be the result of the assessed level of inherent risk and control risk as it relates to each compliance requirement as stated in The Children's Trust contracts. b). Budget vs. Actual Expenditures 1). The approved budget is to include the original approved contract as well as any approved budget amendments/revisions. A). Testwork should include a schedule identifying each contract and its original/amended budget, monthly billings, contract utilization and any analytical expectations that may identify any overbillings. i. SAMIS does not allow providers to overbill any budgeted line item or contract allocation, however, it contract utilization is greater or less than expected, this could indicate that a budgeted salary rate is not the employee's actual rate. Provider must compensate employees at the rate stated on the budget. Any difference in rate would warrant a finding in the Program Specific Audit Report. c). Allowable/Unallowable Activities and Costs Common unallowable costs: 1. Salary rates, payroll methods and hours billed do not match original or amended budgets. 2. The amount of fringe benefits billed to the Trust is actually for employees not 1). Requires that the nature of services and type of costs paid are in agreement with the contractual budget and/or budget amendment/revision's scope of services and budget guidelines. AND/OR Requires that activities performed or costs paid with The Children's Trust funds are A). If Provider asks to be reimbursed for 6 field trips to teach children social skills, then were those field trips enumerated in either the contractual budget narrative or the contractual Scope of Services? B). If the contractual budget, lists a Program Coordinator 396391 FY2017-18 Form of Prover Agreement ;n connect Qn Mntn Charen s Tn. st Core Contract #181O-756fl ° - C, y Program Fa— es F.-st Pater`t --- Prog arr 29 Compliance Requirement Program Specific Audit Implication Example included in contract budget and unrelated to the program. 3. Professional services are billed within regular salaries and wages. 4. Capital purchases disguised as repairs. 5. Sales taxes and tips. 6. Fuel 7. Food and beverage costs for parties, celebrations, end -of - program events, and conferences or conventions, unless while attending an out- of-town conference or convention. 8, Monetary gift cards as incentives. (A detailed listing of all costs and activities considered allowed and un-allowed can be viewed in the Budget Guidelines form on the Children's Trust websife, www.thechildrenstrust.org/provi ders/forms.) listed in the contractual budget narrative or a contractual budget amendment/revision narrative. 2). Any cost or service billed that is not approved in the contract budget is a finding and reported as a questioned cost on the Program Specific Audit Report. 3). If any cost or service is billed in more than one contract, and the billings are in excess of the total disbursement, or approved allocation, the expense has been overbilled or doubled billed and should be considered a finding. 4). Children's Trust funds must supplement a program, supplanting is unallowable. A provider may not use contract funds to defray any costs that the recipient already is obligated to pay. (See example F) position at $25.00/hour, then does the provider actually pay and charge The Children's Trust $25.00/hour? C) . If the contractual budget, lists a Program Coordinator's position, with dedicated time charged to The Children's Trust program of 25%, then does the provider keep records of an employee's time to substantiate that 25% of time was in fact earned and charged to The Children's Trust program? D). If 3 contracts list a Program Coordinator's total budgeted salary as $100,000 and each contract will reimburse $35,000 (35%), then a possible overbilling of $5,000 may have occurred ($35,000*3=$105,000 or 35%*3=105% Children's Trust salary allocation). E). If an invoice is submitted to The Children's Trust that includes food charges for end of the year parties and celebrations, is that cost allowable per The Children's Trust budget guidelines? Food costs for end of year celebrations are NOT allowable per The Children's Trust budget guidelines. F) . If a provider, prior to applying to participate in the contracted program, had committed to purchase 10 new computers for another program, then the provider must purchase those 10 computers in addition to any computers requested for the Children's Trust program. d). Cash Management 1). With the exception of the last month of the contract period, do monthly invoices A). If payroll is paid on 3/31, is it included in March's reimbursement? 396391 FY2017-18 Form of Provider Agreement ;n connection vntrt Children s Trust Care Contract #1 g10-7680 far Crfy Proven, Famoi es Fast Perener,g Program 30 Compliance Requirement Example Program Specific Audit Implication represent cost actually paid during the contract period (cash basis), rather than costs incurred or accrued. B). If payroll is paid on 4/ 1, but represents time charged in March, is it included in April's reimbursement? e). Period of Availability f}. Special Provisions 1), Requires Provider to charge The Children's Trust grant with only allowable costs resulting from obligations incurred during the funding period. 1). Eligibility requirements related to contract expectations such as type of participants served, number of participants served and background checks should NOT be tested as part of The Children's Trust program specific audit. The program specific audit is meant to test the fiscal viability of the provider. Therefore, certain core contract provisions that support the fiscal viability of the provider should be tested. A). If the active contract period extends from 8/1/15 through 7/31 / 1 6, and Provider expenses $250.00 for office supplies on 9/30/15, does that expenditure apply to the active contract period? B). The following items warrant the most attention at the beginning and end of contract periods: i. Payroll from expired contract is billed in the first month of renewed contract is unallowable if it was paid during the invoiced month but was incurred in prior contract. Reporting requirements for final invoice allow this payroll to be expensed and reimbursed in prior contract. Only the portion of payroll incurred during the contract period may be billed. ii. Utilities iii. Insurances Each of the following special provisions must be tested: A). Insurance requirements (further description in Section K of Core Contract) i. Auditor should determine if all applicable insurance policies were carried during the fiscal year. B). Proof of tax status (further description in Section L) ii. Auditor should vouch to applicable documents verifying that all incurred payroll and unemployment taxes 396391 FY2017-16 Form of Provider Agreement in c, a. Cr :C.e,; s Tr;.st Cora CC^k ac! C*8, 0-75& .. C :, rz:re— Fa— F -sr e _..ng Frog -err 31 Compliance Requirement Program Specific Audit Implication Example have been paid. C). Data security obligation (further description in Section 0.12 of the Core Contract) i. Auditor should obtain and/or understand the Provider's data security policy. D). Subcontractor agreements (if applicable) I, Auditor should obtain and understand any agreements made with subcontracted parties. Additionally, the auditor should obtain an understanding of any Provider monitoring procedures. E). Matching Funds i. In some cases, a required match is contracted. This will be indicated in Section D of the base contract. Verify the applied method the provider uses to satisfy match requirements. Also, verify that provider maintains documentation to backup match requirements. The independent auditor's report shall state that the audit was conducted in accordance with auditing standards generally accepted in the United States of America: the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Program Specific Audit requirements listed in The Children's Trust contract. 396391 FY2017-18 Form of Provider Agreement in connect or war Cr en s Trust Core Contract u18 0-7580 .or C :y Program Fam,.,es Firs; Parentng Program 32 ATTACHMENT E-1 Affidavit under Penalty of Perjury for Level 2 Background Screenings Affidavit under Penalty of Perjury 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 and 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. All full-time, part-time, contracted staff and volunteers, along with the staff and volunteers provided to the program by a subcontractor have been checked against The Dru Sjodin National Sex Offender Public Website http://www.nsopw.gov/eng (Check must have taken place within 30 calendar days prior to the signing of this document.) STATE OF FLORIDA COUNTY OF MIAMI-DADE Before me, the undersigned authority, personally appeared Authorized Provider Representative of who being by me first duly sworn, deposes and says: 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. (Signature of CEO/Executive Director/HR Director) Date 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: 396391 FY2017-18 Form of Prov[der Agreement xn^ect-cr wd^ c^ dre- s T-os. Core. Cc --crag ^ - - _ -- e- - - __ JJ State of Florida ATTACHMENT E-2 CHILD CARE AFFIDAVIT OF GOOD MORAL CHARACTER County of Before me this day personally appeared who, being duly sworn, deposes and says: (Applicant's/Employee's Name) As an applicant for employment with, an employee of, a volunteer for, or an applicant to volunteer with , 1 affirm and attest under penalty of perjury that I meet the moral character requirements for employment, as required by Chapter 435 Florida Statutes in that: I have not been arrested with disposition pending or found guilty of, regardless of adjudication, or entered a plea of nolo contendere or guilty to, or have been adjudicated delinquent and the record has not been sealed or expunged for, any offense prohibited under any of the following provisions of the Florida Statutes or under any similar statute of another jurisdiction for any of the offenses listed below: Section 393.135 Section 394.4593 Section 415.111 Section 741.28 Section 777.04 Section 782.04 Section 782.07 Section 782.071 Section 782.09 Chapter 784 Section 784.011 Section 784.03 Section 787.01 Section 787.02 Section 787.025 Section 787.04(2) Section 787.04(3) Section 790.115(1) Section 790.115(2) (b) Section 794.011 Former Section 794.041 Section 794.05 Chapter 796 Section 798.02 Chapter 800 Section 806.01 Section 810.02 Section 810.14 Section 810.145 Chapter 812 Section 817.563 Section 825.102 Section 825.1025 Section 825.103 Section 826.04 Section 827,03 Section 827,04 Former Section 827.05 Section 827.071 Section 843.01 Section 843.025 Section 843.12 Section 843.13 Relating to: sexual misconduct with certain developmentally disabled clients and reporting of such sexual misconduct sexual misconduct with certain mental health patients and reporting of such sexual misconduct adult abuse. neglect, or exploitation of aged persons or disabled adults or failure to report of such abuse criminal offenses that constitute domestic violence, whether committed in Florida or another jurisdiction attempts. solicitation, and conspiracy murder manslaughter, aggravated manslaughter of an elderly person or disabled adult, or aggravated manslaughter of a child vehicular homicide killing an unborn child by injury to the mother assault, battery, and culpable negligence, if the offense was a felony assault, if the victim of offense was a minor battery, if the victim of offense was a minor kidnapping false imprisonment luring or enticing a child taking, enticing. or removing a child beyond the state limits with criminal intent pending custody proceeding carrying a child beyond the state lines with criminal intent to avoid producing a child at a custody hearing or delivering the child to the designated person exhibiting firearms or weapons within 1,000 feet ofa school possessing an electric weapon or device, destructive device. or other weapon on school property sexual battery prohibited acts of persons in familial or custodial authority unlawful sexual activity with certain minors prostitution lewd and lascivious behavior lewdness and indecent exposure arson burglary voyeurism, if the offense is a felony video voyeurism, if the offense is a felony theft and/or robbery and related crimes, if a felony offense fraudulent sale of controlled substances, if the offense was a felony abuse, aggravated abuse, or neglect of an elderly person or disabled adult lewd or lascivious offenses committed upon or in the presence of an elderly person or disabled adult exploitation of disabled adults or elderly persons, if'the offense was a felony incest child abuse. aggravated child abuse. or neglect ofa child contributing to the delinquency or dependency ofa child negligent treatment of children sexual performance by a child resisting arrest with violence depriving a law enforcement. correctional. or correctional probation officer means of protection or communication aiding in an escape aiding in the escape of juvenile inmates in correctional institution 396391 FY2017-18 Form of Provider Agreement 4n connection with Ch,;eren s Trust Core Contract *' 810-7580 'Or City Program Far^ es ;: Parenting Program Chapter 847 obscene literature Section 874.05(1) encouraging or recruiting another to join a criminal gang Chapter 893 drug abuse prevention and control only if the offense was a felony or if any other person involved in the offense was a minor Section 916.1075 sexual misconduct with certain forensic clients and reporting of such sexual conduct Section 944.35(3) inflicting cruel or inhuman treatment on an inmate resulting in great bodily harm Section 944,40 escape Section 944.46 harboring, concealing, or aiding an escaped prisoner Section 944.47 introduction of contraband into correctional facility Section 985.701 sexual misconduct in juvenile justice programs Section 985.711 contraband introduced into detention facilities I understand that I must acknowledge the existence of any applicable criminal record relating to the above lists of offenses including those under any similar statute of another jurisdiction, regardless of whether or not those records have been sealed or expunged. Further, I understand that, while employed or volunteering at in any position that requires background screening as a condition of employment, I must immediately notify my supervisor/employer of any arrest and any changes in my criminal record involving any of the above listed provisions of Florida Statutes or similar statutes of another jurisdiction whether a misdemeanor or felony. This notice must be made within one business day of such arrest or charge. Failure to do so could be grounds for termination. I attest that I have read the above carefully and state that my attestation here is true and correct that my record does not contain any of the above listed offenses. I understand, under penalty of perjury, all employees in such positions of trust or responsibility shall attest to meeting the requirements for qualifying for employment and agreeing to inform the employer immediately if arrested for any of the disqualifying offenses. I also understand that it is my responsibility to obtain clarification on anything contained in this affidavit which I do not understand prior to signing. I am aware that any omissions, falsifications, misstatements or misrepresentations may disqualify me from employment consideration and, if I am hired, may be grounds for termination or denial of an exemption at a later date. SIGNATURE OF AFFIANT: Sign Above OR Below, DO NOT Sign Both Lines To the best of my knowledge and belief, my record contains one or more of the applicable disqualifying acts or offenses listed above. I have placed a check mark by the offense(s) contained in my record. (If you have previously been granted an exemption for this disqualifying offense, please attach a copy of the letter granting such exemption.) (Please circle the number which corresponds to the offense(s) contained in your record.) SIGNATURE OF AFFIANT: Sworn to and subscribed before me this day of , 20 SIGNATURE OF NOTARY PUBLIC, STATE OF FLORIDA (Print, Type, or Stamp Commissioned Name of Notary Public) (Cheek onc) Affiant personally known to notary OR Affiant produced identification Type of identification produced: in any position that requires background screening as a 396391 FY2017-18 Form of Provider Agreement in connection with Children's Trust Core Contract #1810-7580 for City Program. Families First Parenting Program 35 ATTACHMENT E-3 .�� Child Abuse & Neglect Reporting Requirements All child care personnel are mandated by law to report their suspicions of child abuse, neglect, or abandonment to the Florida Abuse Hotline in accordance with s. 39.201 of the Florida Statutes (F.S.). Child care personnel must be alert to the physical and behavioral indicators of child abuse and neglect. "Child Abuse or Neglect" is defined in s. 39.201, F.S., as "harm or threatened harm" to a child's health (mental or physical) or welfare by the acts or omissions by a parent, adult household member, other person responsible for the child's welfare, or for purposes of reporting requirements by any person. Categories include: - Physical Abuse or Neglect (i.e. unexplained bruises, hunger, lack of supervision...) - Emotional Abuse or Neglect (i.e. impairment in the ability to function, depression...) - Sexual Abuse (i.e. withdrawal, excessive crying, physical symptoms...) * Reports must be made immediately to the Florida Abuse Hotline Information System by - Telephone at 1-800-96-ABUSE (1-800-962-2873), or - Fax at 1-800-914-0004, or - Online at http://www.dcf,state.fl.us/abuselreportl. Failure to perform duties of a mandatory reporter pursuant to s. 39.201, F.S. constitutes a violation of the standards in ss. 402.301-319, F.S. and is a felony of the third degree. Remember, it is each child care personnel's responsibility to report suspected abuse and/or neglect. * All reports are confidential. However, persons who are mandated reporters (child care personnel) are required to give their name when making a report. * It is important to give as much identifying and factual information as possible when making a report. * Any person, when acting in good faith, is immune from liability in accordance with s. 39.203(1)(a), F.S. For more information about child abuse and neglect, visit the Department's website at www.myflorida.com/chldcare and select "Training Requirements." The Department offers a 4-hour Identifying and Reporting Child Abuse and Neglect course for child care providers. This course is an overview of the various types of abuse and neglect, indicators that may be observed, the legal responsibility of mandatory reporters, and the proper procedure for reporting abuse and neglect, as gadAtilf*.r .306(2) and 402.313(1), F.S. The course is offered both online and instructor -based This statement is to verify that on Date Print Name of Employee Read and understood the information and my mandated reporting requirements, Signature of Employee (for facility or large family chid care home) Signature of Operator 396391 FY2017-18 Form of Provider Agreement in connection witn Children -s Trust Core Comeµ a1810-7580 for City Prcgrarr Fem_'.es First Parenting Program 36 396391 FY2017-18 Form of Provider Agreement in connection with Children's Trust Core Contract #1810-7580 for City Program: Families First Parenting Program 37