HomeMy WebLinkAboutBack-Up DocumentsPROGRAMIVHNG AGREEMENT
BETWEEN THE CITY OF MIAMI, FLORIDA
AND
THIS PROGRAMMING AGREEMENT ("Agreement") is between the City of Miami, a Florida municipal
corporation, hereafter "City", whose address is 444 Southwest 2' d Avenue, Miami, Florida 33130 and
, a Florida Not -For -Profit Corporation, hereafter "Programming Partner", whose address is
In consideration of the mutual covenants herein, the City and Programming Partner (sometimes hereafter referred
to as "PartiesD agree as follows:
A. EFFECTIVE TERM
The effective term of this Agreement shall be from through , subject to
funding availability and the Programming Partner's performance.
B. TERMS OF RENEWAL
In determining whether to renew this Agreement, the City, in its sole discretion and in accordance with Miami City
Commission authorization, will consider, but is not limited to, the following factors:
1. Programming Partner meeting the performance requirements specified in this Agreement.
2. Continued demonstrated and documented need for the programming funded.
3. Program performance, fiscal performance, and compliance by the Programming Partner that is deemed
satisfactory in the City's sole discretion.
4. The availability of funds.
5. If applicable, the City in its sole discretion will initiate re -negotiation of this Agreement before the agreement
term expires.
6. The Programming Partner's performance under any other agreement with the City.
Before the City may contemplate whether it will renew this Agreement, the Programming Partner must first submit
updated documents for the City's approval. The aforementioned updated documents are: scope of services, budget,
copy of subcontracts (if applicable), floorplan/use of space/schedule of activities, proof of fidelity bond insurance (if
applicable), proof of worker's compensation insurance (if applicable), proof of comprehensive general liability
insurance, proof of automobile liability insurance (if applicable), proof of professional liability insurance (if
applicable), proof of property coverage (if applicable), proof of tax status, proof of staff level 2 background screenings
(for staff listed in the budget, and for all persons interacting with children, the elderly, or persons with disabilities),
affidavit of level 2 background screenings, a summary of the work completed in the previous year, and any/all other
documents that the City deems necessary. The City agrees to not unreasonably delay renewal.
C. SCOPE OF SERVICES
1. The Programming Partner agrees to render programming, at Park, located at
Miami, FL ("Park") in accordance with the Scope of Services, Attachment A, hereafter
"Programming," to this Agreement. The Programming Partner shall implement the Programming in a manner
deemed satisfactory to the City and in conformity with City Commission Resolution No.
adopted on , as set forth in Attachment H. Any modification to the Programming shall not
be effective until approved, in writing, by the City and the Programming Partner.
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2. The Programing activities and performance measures, as well as complete and accurate data and
Programming information will be used in the evaluation of the Programming Partner's overall performance.
3. The Programming Partner agrees that all funding provided by the City, pursuant to this Agreement will be
used exclusively for Programming in and for the benefit of City and Miami -Dade County residents.
D. TOTAL FUNDING
Subject to the availability of funds, and budgetary approval, the maximum annual amount payable for Programming
rendered under this Agreement shall not exceed $ The Programming Partner agrees that should
available funding from the City be reduced, the amount payable under this Agreement will be reduced at the sole
option of the City. The Programming Partner agrees to adhere to Attachment B of this Agreement: Other Fiscal
Requirements, Budget and Method of Payment. The Parties acknowledge that Attachment I, if applicable, whose
terms are incorporated herein in their entirety, has been implemented and that the criteria found therein has been
completed, and therefore the Programming Partner has been compensated in accordance with Attachment I for the
services rendered during the Effective Term of this Agreement.
E. FISCAL MANAGEMENT
1. Double Billing and Payments
Programming Partner costs or earnings claimed under this Agreement may not also be claimed under any
other agreement, contract or grant from the City or, unless such claim is denied by the City, from any other
agency. Any claim for double payment by the Programming Partner shall be a material breach of this
Agreement.
2. No Supplanting of Existing Public Funds
City funding may not be used as a substitute for existing resources or for resources that would otherwise be
available for Programming, or to replace funding previously provided by, and currently available from,
local, state, and federal funding sources for the same purpose. A violation of this section by the Programming
Partner shall be considered a material breach of this Agreement.
3. Purchasing and Capital Equipment
The Programming Partner shall use its best efforts to obtain all supplies and equipment for use under this
Agreement at the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment.
The three (3) bids shall accompany all requests for payment.
All capital equipment acquired by the Programming Partner equal to or greater than five hundred dollars
($500.00), and reimbursed by the City, shall first be approved by the City in writing prior to purchase. All
capital equipment acquired by the Programming Partner using City funds shall be the property of the City
and are to be inventoried as such. The Programming Partner shall establish and maintain a capital equipment
control system, which shall include a property record listing the description, model, serial number, date of
acquisition, and cost. All capital equipment shall be inventoried semi-annually, with an inventory report
provided to the City. The Programming Partner shall permit City staff access to the capital equipment for the
purpose of performing inventory monitoring. The Programming Partner shall reimburse the City for any and
all damage or destruction to capital equipment purchased using City funds that is not fully depreciated. Any
or all such qualifying capital equipment shall be returned to the City, or its designee(s) upon request. Should
this Agreement be subject to termination or early cancellation, the City shall immediately acquire possession
of all reimbursed capital equipment that is not fully depreciated.
The Programming Partner shall not dispose of real or personal property purchased with City funds through
sale, loan, lease, or relocation without receiving prior written approval of the City Manager. The
Programming Partner is to maintain proof of Property Coverage in accordance with the insurance
requirements prescribed in Section K and Attachment F of this Agreement.
4. Facility Maintenance Costs
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The Programming Partner agrees to pay all costs generated from the running of their program, at
, located at , Miami, FL. These costs include, but are not limited to,
electricity, water, cooling and heating, telecommunications, internet, sewage, reasonable wear and tear of the
facilities, waste collection, and routine janitorial services. If a third party uses the facility during the duration
of this Agreement, and as a result, Programming Partner is unable to differentiate between the costs incurred
by Programming Partner and the third party, then Programming Partner agrees to assume that expense unless
it provides sufficient documentation to the Director of the City's Parks and Recreation Department. If the
documentation is sufficient, the Director will authorize Programming Partner to pay their prorated share of
the cost for that expense.
5. Assignments and Subcontracts
The Programming Partner shall not assign this Agreement to another party. The Programming Partner shall
not subcontract any Programming under this Agreement without written prior approval from the City. In any
subcontract, the Programming Partner shall incorporate appropriate language from this Agreement into each
subcontract and shall require each subcontractor providing Programming to be governed by the terms and
conditions of this Agreement. The Programming Partner shall submit to the City a copy of each subcontract
to this Agreement within thirty (30) days of the subcontract's execution. All subcontractors are subject to
monitoring by the Programming Partner and/or the City, in the same manner as the Programming Partner
under the terms of this Agreement. The Programming Partner acknowledges and agrees that the City and any
subcontractor to this Agreement have authority to communicate and exchange information about any
agreement, program, and/or fiscal issues. The Programming Partner waives any and all claims, demands,
and/or legal action based upon any such communications
The Programming Partner shall be responsible for all Programming performed, and all expenses incurred,
under this Agreement, including Programming provided and expenses incurred by any and all subcontractors.
The City shall not be liable to any subcontractor for any reimbursable expenses or liabilities incurred under
any subcontract. The Programming Partner shall be solely liable for any expenses or liabilities incurred under
any subcontract. The Programming Partner shall hold harmless, indemnify, and defend, at the Programming
Partner's expense, the City against any claims, demands or actions related to any subcontract.
The City shall not provide funds to any subcontractor unless specifically agreed to in writing by the City with
notification to the Programming Partner. All payments to any contracted subcontractor shall be paid directly
by the Programming Partner to the subcontractor. The City reserves the right to require verification from the
Programming Partner and/or subcontractor of payment due for satisfactory work performed by the
subcontractor.
The Programming Partner and any subcontractor must be currently qualified to conduct business in the State
of Florida and must have the required licenses and permits required to do business in the City at the time that
a subcontractor agreement is entered into and Programming is rendered.
6. Religious Purposes
The Programming Partner and/or their faith -based community partners shall not use any funds provided under
this Agreement to support any inherently religious activities, including but not limited to, any religious
instruction, worship, proselytization, publicity or marketing materials. Any such use by the Programming
Partner shall be a material breach of this Agreement.
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7. Lobbying
The Programming Partner shall not use any funds provided under this Agreement or any other funds provided
by the City for lobbying any federal, state or local government or legislators. Any such use by the
Programming Partner shall be a material breach of this Agreement.
8. Adverse Action or Proceeding
The Programming Partner shall not use any funds under this Agreement, or any other funds provided by the
City, for any legal fees, or for any action or proceeding against the City, its agents, employees or officials.
Any such use by the Programming Partner shall be a material breach of this Agreement.
9. Compliance
The Programming Partner agrees to maintain and ensure its compliance, as applicable, with federal, state,
county, and local laws. This includes, but is not limited to, maintaining an active status in good standing as
a Florida Not -For -Profit Corporation, adherence to IRS rules and regulations requiring timely filing of tax
documents to maintain tax-exempt status, as well as IRS rules and regulations, and other grant funded ongoing
compliance requirements, pertaining to the use of City park and recreation facilities.
The Programming Partner understands and agrees that the real property, facilities, and/or improvements
thereon at the Park that are being used for the Program have been or may have been constructed, improved,
and/or acquired through funding from tax-exempt bonds and other restricted funds. Accordingly, the
Programming Partner understands and agrees that its uses of the Park are limited to the Program for public
services and that the Programming Partner will not undertake or allow its subcontractors to undertake any
private uses of the Park for their own private purposes. Failure to comply with this compliance requirement
shall result in termination of this Agreement by the City.
The City's obligation under this Agreement to fund the Program is subject in all respects to the availability
and appropriation of funds for such purposes. If funds are not available or not appropriated, the City shall
have no obligation to fund any Program services contemplated under Agreement.
F. INDEMNIFICATION BY PROGRAMMING PARTNER
The Programming Partner shall agree to indemnify, hold/ save harmless, release, and defend at its own costs and
expense, the City, its officials, and employees from claims (collectively referred to as "Indemnitees") and each of
them from and against all loss, costs, penalties, fines, damages, claims, expenses, or liabilities (collectively referred
to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property
arising out of, resulting from, or in connection with (i) the negligent performance or non-performance, of the Services
contemplated by this Agreement (whether active or passive), of the Programming Partner or its employees or
subcontractors (collectively referred to as "The Programming Partner") which is directly caused, in whole or in part,
by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any
of them, or (ii) the failure of the Programming Partner to comply materially with any of the requirements herein, or
(iii) the failure of the Programming Partner to conform to statutes, ordinances, or other regulations or requirements
of any governmental authority, local, federal or state, in connection with the performance of this Agreement even if
it is alleged that the City, its officials and/or employees were negligent. The Programming Partner expressly agrees
to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the Indemnitees, or any of them,
from and against all liabilities which may be asserted by an employee or former employee of the Programming Partner,
or any of its subcontractors, as provided above, for which the Programming Partner's liability to such employee or
former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. The
Programming Partner further agrees to indemnify, hold/ save harmless, release, and defend at its own costs and
expense, the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law,
ordinance, order, rule, regulation, condition, or requirement, related directly to the Programming Partner's negligent
performance under this Agreement, compliance with which is left by this Agreement to the Programming Partner,
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and (ii) any and all claims, and/or suits for labor and materials furnished by the Programming Partner or utilized in
the performance of this Agreement or otherwise.
The Programming Partner's obligations to indemnify, hold/ save harmless, release, and defend at its own costs and
expense, the Indemnitees shall survive the termination/expiration of this Agreement.
The Programming Partner understands and agrees that any and all liabilities regarding the use of any subcontractor
for Services related to this Agreement shall be borne solely by the Programming Partner throughout the duration of
this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable.
G. COPYRIGHTS AND RIGHT TO DATA/MATERIALS
Where activities supported by this Agreement produce original writing, data, sound recordings, pictorial
reproductions, drawings or other graphic representations and works of similar nature, the City has a license to
reasonably use, duplicate and disclose such materials in whole or in part in a manner consistent with the purposes
and terms of this Agreement, and to have others acting on behalf of the City to do so, provided that such use does
not compromise the validity of any copyright, trademark or patent. If the data/materials so developed are subject
to copyright, trademark or patent, legal title and every right, interest, claim or demand of any kind in and to any patent,
trademark or copyright, or application for the same, will vest in the Programming Partner or with any applicable
third party who has licensed or otherwise permitted the Programming Partner to use the same The
Programming Partner agrees to allow the City and others acting on behalf of the City to have reasonable use of the
same consistent with the purposes and terms of this Agreement, at no cost to the City, provided that such use
does not compromise the validity of such copyright, trademark or patent.
H. OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY
This Agreement is subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding
public records. Accordingly, to the extent permitted by Chapter 119, Florida Statutes, the Programming Partner
retains sole ownership of intellectual property developed under this Agreement. The Programming Partner is
responsible for payment of required licensing fees if intellectual property owned by other parties is incorporated by
the Programming Partner into the services required under this Agreement. Such licensing should be in the exclusive
name of the Programming Partner. Payment for any licensing fees or costs arising from the use of others' intellectual
property shall be at the sole expense of the Programming Partner.
The Programming Partner shall indemnify, hold/ save harmless, release, and defend the City from liability of any
nature or kind, including costs and expenses for or on account of third party allegations that use of any intellectual
property owned by the third party and provided, manufactured or used by the Programming Partner in the performance
of this Agreement violates the intellectual property rights of that third party.
I. BREACH OF CONTRACT AND REMEDIES
1. Breach
A material breach by the Programming Partner shall have occurred under this Agreement if the Programming
Partner through action or omission causes any of the following:
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a. Fails to comply with Background Screening, as required under this Agreement;
b. Fails to provide the Programming outlined in the Scope of Services (Attachment A) within the effective
term of this Agreement;
c. Fails to correct an imminent safety concern or take acceptable corrective action;
d. Ineffectively or improperly uses the City's funds allocated under this Agreement;
e. Does not furnish and maintain the certificates of insurance required by this Agreement or as determined
by the City;
f. Does not meet or satisfy the conditions of award required by this Agreement;
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, receipts, and amendments;
h. Does not submit or submits incomplete or incorrect required reports pursuant to the Scope of Services
(Attachment A), as well as elsewhere in this Agreement;
i. Refuses to allow the City access to records or refuses to allow the City to monitor, evaluate and review
the Programming Partner's program on site;
j. Fails to comply incident reporting requirements;
k. Attempts to meet its obligations under this Agreement through fraud, misrepresentation or material
misstatement;
1. 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 or any of its
agencies;
n. Fails to maintain the confidentiality of participant files, pursuant to Florida and federal laws; and
o. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and
stipulations in this Agreement.
p. Fails to allow audit of its operations or inspection of its program locations funded by the City. Sections
18-100 to 18-102 of the City Code dealing with Audits and Inspections are deemed as being incorporated
by reference herein and apply to this Agreement as Supplemental Terms.
Waiver of breach of any provisions of this Agreement shall not be deemed to be a waiver of any other breach
and shall not be construed to be a modification of the terms of this Agreement.
2. Remedies
If the Programming Partner fails to cure any breach of this Agreement within thirty (30) days after receiving
written notice from the City identifying the breach, the City may pursue any or all of the following remedies:
a. The City may, at its sole discretion, enter into a written performance improvement plan with the
Programming Partner to cure any breach of this Agreement as may be permissible under state or federal
law. Any such remedial plan shall be an addition to this Agreement and shall not affect or render void or
voidable any other provision contained in this Agreement, costs, or any judgments entered by a court of
appropriate jurisdiction.
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b. The City may suspend payment in whole or in part under this Agreement by providing written notice of
suspension to the Programming Partner 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, the
Programming Partner may (but shall not be obligated to) continue to perform the Programming in this
Agreement, but the Programming Partner shall promptly cease using the City's logo, seal and/or any other
reference to the City in connection with such Services, and shall promptly return, to the City, such logos,
seals, and other items provided by the City. All payments to the Programming Partner as of the date of
suspension shall cease, except that the City shall continue to review and pay verifiable requests for
payment for Programming that was performed and/or for deliverables that were substantially completed
prior to the effective date of such suspension. The City may also suspend any payments in whole or in
part under any other agreements entered into between the City and the Programming Partner by providing
separate written notices to the Programming Partner 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 shall continue to review and pay verifiable requests for payment as
provided for in such other agreements for services that were performed and/or for deliverables that were
substantially completed prior to the effective date of such suspension. The Programming Partner shall
be responsible for their direct and indirect costs associated with such suspension including its own
attorney's fees.
c. The City may terminate this Agreement by giving written notice to the Programming Partner of such
termination and specifying the date of termination at least five (5) business days before the effective date
of termination. In the event of such termination, the City may (a) request the Programming Partner to
deliver to the City clear and legible copies of all finished or unfinished documents, studies, surveys,
reports prepared and secured by the Programming Partner with City funds under this Agreement subject
to the rights of the Programming Partner as provided for herein; (b) seek reimbursement of any City funds
which have been improperly paid to the Programming Partner under this Agreement; (c) terminate further
payment of City funds to the Programming Partner under this Agreement, except that the City shall
continue to review and pay verifiable requests for payment for Programming that was performed and/or
deliverables that were substantially completed prior to the effective date of such termination; and/or (d)
terminate or cancel, without cause, any other agreements entered into between the City and the
Programming Partner by providing separate written notices to the Programming Partner of each such
termination and specifying the effective date of termination, which must be at least five (5) business days
before the effective date of such termination, in which event the City shall continue to review and pay
verifiable requests for payment as provided for in such other agreements for services that were performed
and/or for deliverables that were substantially completed prior to the effective date of such termination.
The Programming Partner shall be responsible for their direct and indirect costs associated with such
termination, including their own attorney's fees. Prior to the effective date of termination, the
Programming Partner shall promptly cease using the City's logo, seal and/or any other reference to the
City in connection with such Services, and shall promptly return, to the City, such logos, seals, and other
items provided by the City.
d. The City may seek enforcement of this Agreement including but not limited to filing an action with a
court of appropriate jurisdiction. In the event litigation, arbitration, or mediation, between the parties
hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's
fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any
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final settlement or judgment.
e. The provisions of this Section I shall survive the expiration or termination of this Agreement.
J. TERMINATION
The City retains the right to terminate this Agreement and any renewal/extension hereof at any time prior to the
completion of the Services required under this Agreement and/or under any renewal/extension hereof, at -will and
without penalty to the City. In that event, the City shall give written notice of termination, as set forth in Section I
above, to Programming Partner, who shall be paid for Programming performed prior to the date of its receipt of the
notice of termination. In no case, however, shall the City pay Programming Partner an amount in excess of the total
authorized annual sum provided by this Agreement, pursuant to City Commission Resolution No.
adopted on . It is hereby understood, by and between the City and Programming Partner, that any
payment made, in accordance with this Section, to Programming Partner shall be made only if Programming Partner
is not in default under the terms of this Agreement and/or under the terms of any extension/renewal, if applicable. If
Programming Partner is in default, then the City shall in no way be obligated, and shall not pay to Programming
Partner any sum whatsoever.
K. INSURANCE REQUIREMENTS
Prior to, or on the execution date of this Agreement, the Programming Partner shall provide the City's Risk
Management Department original Certificates of Insurance in accordance to Exhibit F. Failure by the Programing
Partner to comply with Section K and Attachment F of this Agreement shall be a material breach of this Agreement.
The City will not disburse any funds under this Agreement until all required Certificates of Insurance have been
provided to and have been approved by the City.
1. Certificate Holder
Certificate holder must read:
The City of Miami, Florida
C/o Risk Management Department
444 S.W. 2nd Avenue, 9t' Floor
v
Miami, Florida 33130
And
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2. Classification and Rating
All insurance policies required above shall be issued by companies authorized to do business under the laws
of the State of Florida, with the following qualifications:
The company must be rated no less than "A-" as to management, and no less than "Class V" as the financial
strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New
Jersey, or its equivalent, subject to the reasonable approval of the City.
The Programming Partner and/or the Programming Partner's insurance agent, as applicable, shall notify the
City, in writing, of any material changes in insurance coverage, including, but not limited, to any renewals of
existing insurance policies, not later than thirty (30) days prior to the effective date of making any material
changes to the insurance coverage except for ten (10) days for lack of payment changes. The Programming
Partner shall be responsible for ensuring that all applicable insurances are maintained and submitted to the
City for the duration of this Agreement.
In the event of any change in the Programming Partner's Scope of Services (Attachment A), the City may
increase, waive or modify, in writing any of the foregoing insurance requirements. Any request by the
Programming Partner to decrease, waive or modify any of the foregoing insurance requirements shall be
approved, in writing, by the City to any such decrease, waiver or modification.
In the event that an insurance policy is canceled, lapsed or expired during the effective period of this
Agreement, the City shall withhold all payments to the Programming Partner until a new Certificate of
Insurance required under this Section is submitted and approved by the City. The new insurance policy shall
cover the time period commencing from the date of cancellation of the prior insurance policy.
The City may require the Programming Partner to furnish additional and different insurance coverage, or
both, as may be required from time to time under applicable federal or state laws or the City requirements.
Provision of insurance by the Programming Partner, in no instance, shall be deemed to be a release, limitation,
or waiver of any claim, cause of action or assessment that the City may have against the Programming Partner
for any liability of any nature related to performance under this Agreement or otherwise.
All insurance required hereunder may be maintained by the Programming Partner pursuant to a master or
blanket policy or policies of insurance.
L. PROOF OF TAX STATUS
The Programming Partner is required to keep on file the following documentation for review by the City:
1. The Internal Revenue Service (IRS) tax status determination letter, if applicable;
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2. The most recent (two years) IRS form 990 or applicable tax return filing within six (6) months after the
Programming Partner's fiscal year end or other appropriate filing period permitted by law;
3. IRS form 941: employer's quarterly federal tax return. If required by the City, the Programming Partner
agrees to submit form 941 within thirty (30) calendar days after the quarter ends and if applicable, any state
and federal unemployment tax filings. If form 941 and unemployment tax filings reflect a tax liability, then
proof of payment must be submitted within sixty (60) calendar days after the quarter ends; and
4. Programing Partner's Articles of Incorporation, Charter and Bylaws, and amendments thereto, if any, certified
by the Programming Partner's Secretary to be current, complete and correct.
M. FEDERAL TAX MATTERS RELATING TO TAX-EXEMPT FINANCING
The Programming Partner acknowledges that it is advised by the City that property of the City used under this
Agreement may have been financed with tax-exempt bonds issued for the benefit of the City. Accordingly, it is the
intent of the Programming Partner and the City that this Agreement be interpreted in a manner that meets an exception
from "private business use" under Section 141 of the Internal Revenue Code, and specifically meets a safe harbor
from private business use under Internal Revenue Service Rev. Proc. 2017-13.
The Programming Partner agrees that it is not entitled to and will not take any tax position that is inconsistent with
being a service provider to the City with respect to the property provided by the City that is managed or otherwise
used under this Agreement. For example, the Programming Partner agrees not to claim any depreciation or
amortization deduction, investment tax credit, or deduction for any payment as rent with respect to the property
provided by the City that is managed or otherwise used under this Agreement. The Programming Partner specifically
acknowledges and agrees that this Agreement is not a lease, and provides for no rights of any kind to the Programming
Partner as a lessee.
N. NOTICES
All notices or other communication which shall or may be given pursuant to this Agreement shall be in writing, and
shall be delivered by personal service or by registered mail to the other Party at the addresses indicated below. Such
notice shall be deemed given on the day on which personally served or, if by registered mail, on the fifth (5) day after
mailing or the date of actual receipt, whichever is earlier. It is each Party's responsibility to advise the other Party in
writing of any changes in mailing address or personnel responsible for accepting Notices under this Agreement.
CITY OF MIAMI
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33132
With copies to:
Director of Parks and Recreation
City of Miami
444 SW 2nd Avenue, 8th Floor
Miami, Florida 33130
City Attorney
PROGRAMMING PARTNER
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City of Miami
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
O. AUTONOMY
The Parties agree that the Programming Partner and its employees, agents, servants, partners, principals and
subcontractors are independent contractors, and not agents or employees of the City. They shall not attain any rights,
status or benefits under the Civil Service or Pension Ordinances of the City, or any rights, status or benefits generally
afforded classified or unclassified employees, temporary or permanent, by virtue of this Agreement. Further, the
Programming Partner and its employees, agents, servants, partners, principals and subcontractors shall not be entitled
to any of the Florida Worker's Compensation benefits, healthcare benefits, or Unemployment Compensation benefits,
available to employees of the City. In the event this Agreement is terminated, with or without cause, neither the
Programming Partner nor its employees, agents, servants, partners, principals and subcontractors shall have recourse
to any City grievance or disciplinary procedures. Access to, and use of, City Parks and Recreation facilities does not
alter the status of the Programming Partner and its employees, agents, servants, partners, principals and subcontractors
as independent contractors.
P. RECORDS, REPORTS, AUDITS AND MONITORING
The provisions of this Section shall survive the expiration or termination of this Agreement, consistent with Florida
laws.
1. Accounting Records
The Programming Partner shall keep accounting records that conform to generally accepted accounting
principles (GAAP). All such records will be retained by the Programming Partner for not less than three (3)
years beyond the last date that all applicable terms of this Agreement have been complied with, final payment
has been received, and program specific audits have been completed by the City. However, if any audit,
claim, litigation, negotiation or other action involving this Agreement or modification hereto has commenced
before the expiration of the retention period, then the records shall be retained until completion of the action
and resolution of all issues which arise from it, or until the end of the regular retention period, whichever is
later.
2. Program Specific Audit
City reserves the right to audit the records of the Programming Partner at any time during the performance of
the Agreement, and for a period not less than three (3) years beyond the last date that all applicable terms of
this Agreement have been complied with, and final payment has been received. The Programming Partner
agrees to provide to the City all financial and other applicable records and documentation relevant to the
Programming provided pursuant to this Agreement. All payments made to the Programming Partner are
subject to reduction for overpayments on previously submitted receipts and/or invoices.
3. Access to Records
The Programming Partner shall permit access to all records including subcontractor records, which relate to
this Agreement at its place of business during regular business hours. The Programming Partner agrees to
deliver such assistance as may be necessary to facilitate a review or audit by the City to ensure compliance
with the terms of this Agreement. The City reserves the right to require the Programming Partner to submit
to an audit by an auditor of the City's choosing and at the City's expense.
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4. Monitoring
The Programming Partner agrees to permit the City's personnel or contracted agents to perform random
scheduled and/or unscheduled monitoring, reviews and evaluations of the Programming which is the subject
of this Agreement, including any subcontracts under this Agreement. The City shall monitor both
fiscal/administrative and programmatic compliance with all the terms and conditions of the Agreement. The
Programming Partner shall permit the City to conduct site visits, participant interviews, participant
assessment surveys, fiscal/administrative review and other assessments deemed reasonably necessary at the
City's sole discretion to fulfill the monitoring function. A report of monitoring findings will be delivered to
Programming Partner and the Programming Partner will remedy all deficiencies cited within the period of
time specified in the report.
5. Participant Records
The Programming Partner shall maintain a separate file for each program 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), and notes
documenting referrals, special needs, or incident reports. These files shall be subject to the monitoring/review
and inspection requirements under this Agreement, subject to applicable confidentiality requirements. All
such records will be retained by the Programming Partner for not less than three (3) calendar years after the
program participant is no longer enrolled. The Programming Partner agrees to comply with all applicable
state and federal laws on privacy and confidentiality.
6. Internal Documentation/Records Retention
Programing Partner agrees to maintain and provide for inspection to the City, during regular business hours
the following as may be applicable: (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
Programming pursuant to this Agreement; (3) program participant consent and information release forms; (4)
City policies and procedures; and (5) such other information related to Programming as described in
Attachment A or as required by this Agreement. The Programming Partner shall retain all records for not
less than three (3) years beyond the last date that all applicable terms of this Agreement have been complied
with and final payment has been received, and program specific audits have been completed by the City.
7. Public Records
Programming Partner understands that the public shall have access, at all reasonable times, to all documents
and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any
specific exemptions there from, and Programming Partner agrees to allow access by the City and the public
to all documents subject to disclosure under applicable law unless there is a specific exemption from such
access. Programming Partner's failure or refusal to comply with the provisions of this Section shall result in
immediate termination of the Agreement by the City.
Pursuant to the provisions of Chapter 119.0701, Florida Statutes, Programming Partner must comply with the
Florida Public Records Laws, specifically Programming Partner must:
Page 12 of 17
1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to
perform the service/Programming
2. Provide the public with access to public records on the same terms and conditions that the City would
provide the records and at a cost that does not exceed the cost provided in Chapter 119 or as 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.
4. Meet all requirements for retaining public records and transfer, at no cost to the City, all public records in
possession of the Programming Partner upon termination of this Agreement and destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure requirements.
5. All records stored electronically must be provided to the City in a format compatible with the information
technology systems of the City.
Programming Partner agrees that any of the obligations in this Section will survive the term, termination, and
cancellation hereof.
IF PROGRAMMING PARTNER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO PROGRAMMING PARTNER'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE
CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL:
PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE
OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE,
MIAMI, FLORIDA 33130 OR THE CITY'S PARKS AND RECREATION DEPARTMENT CUSTODIAN
OF RECORDS AT 8TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI,
FLORIDA 33130.
Q. MODIFICATIONS
Any amendments, alterations, variations, modifications, extensions or waivers to this Agreement including, but not
limited to, amount payable and effective term shall only be valid when they have been reduced to writing, duly
approved and signed by both Parties. Except for changes to the total amount payable and changes to the length of
the effective term, the City Manager is authorized pursuant to City Commission Resolution No. , adopted
on , to negotiate and execute all necessary amendments, extensions, renewals or modifications of this
Agreement, all in a form acceptable to the City Attorney and, as applicable, City Bond Counsel. Any changes to this
Agreement to modify the total amount payable and/or to change the length of the effective term shall require further
City Commission approval(s).
R. GOVERNING LAW & VENUE
This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida.
Any controversies or legal problems arising out of the terms of this Agreement and any action involving the
enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the
Page 13 of 17
Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida. The Parties agree to irrevocably waive any rights
to a jury trial.
S. STAFF AND VOLUNTEER BACKGROUND CHECK REQUIREMENTS
All employees, agents, servants, partners, principals and subcontractors of the Programming Partner who work in
direct contact with children, the elderly, or individuals with disabilities or who may come into direct contact with
children, the elderly, or individuals with disabilities at the City Parks and Recreation facility listed in Scope of
Services (Attachment A) must complete a Level 2 background screening that complies with its requirements prior to
commencing work pursuant to this Agreement. This requirement also applies to all volunteers who provide services
to children, the elderly, or individuals with disabilities regardless of the number of volunteer hours they provide.
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.
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 entities that already conduct business with the Depaitiuent of Children
and Families (DCF), the Department of Juvenile Justice (DJJ), Department of Elder Affairs (DOEA) or the Miami
Dade County Public School System (MDCPS). A clearance letter from the MDCPS Office of Professional Standards
indicating the person has successfully completed a Level 2 screening will be accepted. If background screenings are
completed with VECHS, then the Programming Partner shall complete Attachment D "Affidavit of Level 2
Background Screenings" for each Agreement term.
The Programming Partner shall re -screen each employee, agent, servant, partner, principal and subcontractor every
five (5) years. All Programming Partners are required to review annually, at minimum, The Dru Sjodin National Sex
Offender Public Website.
T. PERSONS WITH DISABILITIES AND THEIR FAMILIES
The Programming Partner understands that the City expects the Programming Partner to meet the federal standards
under the Americans with Disabilities Act. By policy of the City, the Programming Partner's must also implement
reasonable programmatic accommodations to include persons with disabilities and their families, whenever possible.
Notwithstanding anything to the contrary, the Programming Partner shall not be required to make any
alteration to any City park or recreation facility or other building or structure which is not owned by the
Programming Partner.
U. REGULATORY COMPLIANCE
1. Non -Discrimination and Civil Rights
The Programming Partner shall not discriminate against an employee, volunteer, agent, servant, partner,
principal, subcontractor or participant of the Programming Partner 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, if applicable, or the Scope of Services (Attachment A).
The Programming Partner shall demonstrate that it has standards, policies, and practices necessary to render
programming 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, ages, and ethnic backgrounds.
The Programming Partner agrees to abide by Chapter 11A of the Code of Miami -Dade County ("County
Code"), as amended, which prohibits discrimination in employment, housing and public accommodations;
Title VII of the Civil Rights Act of 1968, as amended, which prohibits discrimination in employment and
public accommodation; the Age Discrimination Act of 1975, 42 U.S.C. Section 6101, as amended, which
Page 14 of 17
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. If the Programming Partner or any
owner, subsidiary, or other firm affiliated with or related to the Programming Partner, is found by the
responsible enforcement agency or the courts to be in violation of these laws, said violation will be a material
breach of this Agreement and the City will conduct no further business with the Programming Partner.
2. Conflict of Interest
The Programming Partner represents that the execution of this Agreement does not violate the City's Conflict
of Interest Code, Miami Dade County's Conflict of Interest and Code of Ethics Ordinance, and Florida
Statutes § 112 as amended, which are incorporated herein by reference as if fully set forth herein. The
Programming Partner agrees to abide by and be governed by these conflict of interest provisions throughout
the course of this Agreement and in connection with its obligations hereunder.
3. Licensing
The Programming Partner (and subcontractor, as applicable) shall obtain and maintain in full force and effect
during the term of this Agreement any and all licenses, certifications, approvals, insurances, permits and
accreditations, required by the City, Miami -Dade County, State of Florida, or the Federal Government. The
Programming Partner must be qualified and registered to do business in the State of Florida both prior to and
during the Agreement term with the City.
4. 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 program participant. Reportable
incidents include, but are not limited to, allegations of abuse, neglect or exploitation of a child, aged person
or individual with a disability, injury of a program participant, loss of property used for the program, or
destruction of property used in the program.
The Programming Partner shall immediately report knowledge or reasonable suspicion of abuse, neglect, or
abandonment of a child, aged person, or individual with a disability 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 the Programming Partner and its employees, agents, servants, partners,
principals and subcontractors.
The Programming Partner shall notify the City of any incident as defined within three (3) days after the
Programming Partner is informed of such incident. The Programming Partner shall provide written
notification of the incident together with a copy of an incident report. The report must contain the following:
a. Name of reporter (person giving the notice);
b. Name and address of victim and guardian, if applicable;
c. Phone number where the reporter can be contacted;
d. Date, time, and location of incident; and
e. Complete description of incident and injuries, if any.
Page 15 of 17
Police report and actions taken shall be submitted to the City within fifteen (15) days of the incident. The
Programming Partner shall provide written notification to the City, within seven (7) days of any legal action
related to the incident.
5. Sexual Harassment
The Programming Partner shall complete an incident report in the event a program participant, employee,
agent, servant, partner, principal or subcontractor makes an allegation of sexual harassment, sexual
misconduct or sexual assault by another program participant, employee, agent, servant, partner, principal or
subcontractor arising out of the performance of this Agreement and the Programming Partner has
knowledge thereof. The Programming Partner shall provide written notification to the City within three (3)
business days after the Programming Partner is informed of such an allegation. The Programming Partner
shall provide written notification to the City, within seven (7) business days, if any legal action which is filed
as a result of such an alleged incident.
6. Proof of Policies
The Programming Partner 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.
V. CONSENT
The Programming Partner must obtain parental/legal guardian consent for all minor program participants in order to
participate.
The Programming Partner will ask program participants to sign a voluntary Consent to Photograph form. The signed
consent form for photography will be maintained and filed in the program participant's record. The consent shall be
part of the program participants' registration form, and signed by the program participant or parent/legal guardian, if
applicable, before services commence or assessments are administered. Any refusal of consent must be properly
documented and signed by the program participant or parent/legal guardian, if applicable, on the consent form.
W. PROGRAMMING REPORTING REQUIREMENTS
The Programming Partner shall submit to the City both financial and program reports. These reports shall describe
the status of both the funds and Programming, fee schedules, comparison of actual accomplishments to the objectives
set forth in the Scope of Services (Attachment A), or other information as required by the City. The specific
requirements, reporting periods, and submission deadlines are described in Attachment C to this Agreement,
Programming Reporting Requirements.
X. PUBLICITY
i
The Programming Partner agrees that activities, services and events funded by this Agreement shall recognize the
City as a funding source. All publicity, public relations, advertisements and signs within the control of the
Programming Partner must recognize the City for the support of all contracted activities and be reviewed and approved
by the City prior to release or distribution. No press conference regarding the Programming being provided by the
Programming Partner under this Agreement shall be scheduled without the prior written consent of the City.
The Programming Partner shall use its best efforts to ensure that all media representatives, when inquiring with the
Programming Partner about the activities funded by this Agreement, are informed that the City is a funding source.
The Programming Partner shall, if it possesses the appropriate technology, provide a link between the website and the
City's website.
Page 16 of 17
Y. PUBLICATIONS
The Programming Partner agrees to supply the City, without charge, up to three copies of any publication developed
in connection with implementation of programs addressed by this Agreement. Such publications will be reviewed
and approved by the City prior to release or distribution and state that the program is supported and funded by the
City. The Programming Partner agrees that the City will have use of copyrighted materials developed under this
Agreement to the extent provided in, and subject to, the provisions of Sections G and H above
Z. HEADINGS, USE OF SINGULAR AND GENDER
Section headings are for convenience only and are not intended to expand or restrict the scope or substance of the
provisions of this Agreement. Wherever used herein, the singular shall include the plural and plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the context requires.
AA. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the Parties hereto, and their respective heirs, executors, legal representatives,
successors and assigns.
BB. CERTIFICATION
The Programming Partner certifies that it possesses the legal authority to enter into this Agreement by way of
resolution, motion or other similar action that has been duly adopted or passed, as an official act of the Programming
Partner's governing body, including all understandings and assurances contained herein, and directing and
authorizing the person(s) identified as the official representatives(s) of the Programming Partner, to act in connection
with the Agreement, and to provide such additional information as may be required from time to time by the City.
CC. ENTIRE AGREEMENT
This instrument and its attachments as referenced below constitute the only Agreement of the Parties hereto, relating
to said Programming and correctly sets forth the rights, duties, and obligations of each to the other, as of this date.
No other Agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or
bind the Parties. If any provision of this Agreement is held invalid or void, the remainder of this Agreement shall not
be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable
law.
DD. RESOLUTION OF AGREEMENT DISPUTES
Programming Partner understands and agrees that all disputes between Programming Partner and the City based upon
an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her
resolution, prior to Programming Partner being entitled to seek judicial relief in connection therewith. In the event
that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), the City
Manager's decision shall be approved or disapproved by the City Commission. Programming Partner shall not be
entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City
Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents
($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of
the dispute, accompanied by all supporting documentation or ninety (90) days if City Manager's decision is subject
to City Commission approval, or (iii) City has waived compliance with the procedure set forth in this Section by
Page 17 of 17
written instruments, signed by the City Manager. In no event may the amount of compensation under this Section
exceed the total compensation set forth in Section D of this Agreement.
EE. CONTINGENCY CLAUSE
Funding for this Agreement is contingent on the availability of funds and continued authorization for program
activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure
to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice.
FF. COUNTERPARTS; ELECTRONIC SIGNATURES.
This Agreement may be executed in three (3) counterparts, each of which shall be an original as against either Party
whose signature appears thereon, but all of which taken together shall constitute but one and the same
instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and
effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement
(whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name
is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other
parties an original signed Agreement upon request.
GG. NO JOINT VENTURE; NONTRANSFERABLE
This Agreement is nontransferable. This Agreement is intended to create, and creates, a contractual relationship and
is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between
the Parties hereto. "Programming Partner" is a term that identifies the entity contracting with the City and does not
imply the establishment of a partnership under Federal, State, or local law.
HH. ATTACHMENTS
Attached hereto and incorporated herein are the following attachments:
Attachment A: Scope of Services
Attachment B: Other Fiscal Requirements, Budget, and Method of Payment
Attachment C: Programming Reporting Requirements
Attachment D: Affidavit for Level 2 Background Screenings, if applicable
Attachment E: DELETED
Attachment F: Insurance Requirements
Attachment G: Corporate Resolution from Programming Partner
Attachment H: City Resolution
Attachment I: Service Authorization Letter, if applicable
[Remainder of page left intentionally blank. Next page is signature page.]
Page 18 of 17
CITY OF MIAMI, A Florida Municipal Corporation , a Florida Not -For -Profit
Corporation
By: Arthur By:
Noriega V, City Manger Authorized Signor, title
Attest: Attest:
By: By:
Todd Hannon, City Clerk Name:
Title:
Approved as to Form and Correctness:
By:
Victoria Mendez, City Attorney
Approved as to Insurance Requirements:
By:
Ann -Marie Sharpe, Dir. of Risk Management
Approved as to Program Requirements
By:
Lara Hamway, Director of Parks and Recreation
Page 19 of 17
Attachment A Place Holder
(Replace this page with the Scope of Services)
Page 20 of 17
Attachment B
Other Fiscal Requirements, Budget and Method of Payment
The Parties agree that this is a cost reimbursement method of payment Agreement; Programming Partner
Page 21 of 17
shall be paid for Programming rendered in accordance with this Agreement in an amount not to exceed the
total funding amount set forth in Section D. Programming Partner agrees to timely pay all its employees
for the fulfillment of Programming provided in this Agreement.
Invoice Requirements
Every request by Programing Partner for payment for Programming provided, work performed, or costs
incurred pursuant to this Agreement shall be accompanied by a request for payment in a format prescribed
by the City, which at a minimum shall include sufficient supporting details, receipts and/or invoices, made
in accordance with the schedule set forth in the Line -Item Budget ("Budget"), which is attached hereto and
made a part hereof, as may be reasonably required by the City to allow proper audit of Programming
Partner's expenses, should the City require an audit to be performed.
Each request for payment shall be in writing and contain a statement declaring and affirming that all
expenditures were made in accordance with the Budget. Each request for payment must also be in a line -
item form, as reflected in the Budget. All documentation in support of a request for payment shall be
subject to approval at the sole discretion of the City. All invoices submitted for reimbursement must be
paid by the Programming Partner prior to being included as part of a request for payment. A request for
reimbursement shall include the original receipt or invoice, plus a copy of the check that was issued to pay
the same. Copies of canceled checks must be submitted to the City within sixty (60) days of payment of a
receipt or invoice. Should a receipt or an invoice be paid by various funding sources, a copy of the receipt
or invoice may be submitted, but must indicate the exact amount paid by various funding sources that must
equal the total of the receipt or invoice. No miscellaneous categories shall be accepted as a line -item in the
Budget. Two (2) requests for line -item changes are allowable, with prior review and approval by the City.
All line -item changes must be made on or before thirty (30) days prior to the end of the term of Agreement.
The City agrees to reimburse on a monthly billing basis. The request for payment is due on or before the
fifteenth (15th) day of the month following the month in which expenditures were incurred (exclusive of
legal holidays or weekends). A final request for payment (last monthly invoice of the Agreement term)
from Programming Partner will be accepted by the City up to thirty (30) days after the expiration of this
Agreement. If Programming Partner fails to comply with the applicable deadlines, all rights to payment
shall be forfeited for those receipts and/or invoices Programming Partner is seeking reimbursement for.
The City reserves the right to request any supporting documentation.
A request for payment provided hereunder shall be deemed to have been given if sent by hand delivery or
recognized overnight courier, such as Federal Express, or if by certified U.S. mail with return receipt
requested, addressed to the City of Miami Parks and Recreation Department, at the place specified below:
Lara Hamway, Director
City of Miami Parks and Recreation Department
444 SW 2"d Avenue, 8th Floor
Miami, FL 33130
Page 22 of 17
If the City determines that the Programming Partner has been paid funds not in accordance with this
Agreement, and to which it is not entitled, Programming Partner shall return such funds to the City within
thirty (30) days of notification by the City. After thirty (30) days, the City may recapture amounts due to
the City from this or any other applicable City agreement by reducing amounts requested to be reimbursed
less the amount owed to the City. The City shall have the sole discretion in determining if the Programming
Partner is entitled to such funds in accordance with this Agreement and the City's decision on this matter
shall be binding. In the event that the Programming Partner discovers that an overpayment has been made,
the Programming Partner shall repay said overpayment within thirty (30) calendar days without prior
notification from the City.
If the Programming Partner fails to utilize the funds in accordance with this Agreement, the City may amend
this Agreement to reduce the amount of dollars. Any delay in amendment by the City is not deemed a
waiver of the City's right to amend or seek reimbursement in accordance with this 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 must be submitted
on the forms as prescribed by the City. Requests for payment and/or documentation returned to the
Programming Partner for corrections may be cause for delay in receipt of payment. Late submission may
result in delay in receipt of payment. The City shall pay the Programming Partner within thirty (30)
calendar days of receipt of the Programming Partner's properly submitted request for payment and/or other
required documentation.
The City may retain any payments due until all required reports, deliverables or monies owed to the City
are submitted and accepted by the City.
Supporting Documentation Requirements
Programming Partner shall maintain original records documenting actual expenditures and Programming
provided according to the Budget and scope of services as required. Supporting documentation shall be
made available and provided to the City upon request.
Programming Partner 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 shall make all such records available to the City upon request. Programming Partner shall
maintain a cost allocation methodology that it uses to allocate its costs. Programming Partner shall use a
cost allocation methodology which assures that the City is paying only its fair share of costs for services,
overhead, and staffing not solely devoted to the program funded by this Agreement. Such methodology
shall be made available to the City upon request.
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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Page 24 of 17
Attachment C
PROGRAMMATIC PERFORMANCE AND DATA REPORTING REQUIREMENTS
Programming Partner shall submit to the Department of Parks and Recreation performance measures as
noted in the Scope of Service (Attachment A). Reporting includes electronic submission of quantity and
outcome information, budget reports and quarterly reports.
Failure to meet the minimum standards for performance will constitute a breach of contract, The City of
Miami reserves the right in its sole discretion to determine remedies for such breach, including without
limitation, terminating a contract, reducing funding (if applicable) commensurate with below -minimum
performance, or imposing other remedies on Programming Partners below any minimum standard,
including a performance improvement plan.
Programming Partners will be required to provide the following:
Quarterly Reports:
Due the 15th of the month following the most recent quarter
- October — December
- January — March
- April — June
- July - September
Consisting of:
- Programmatic Activities — Summary to include goals of program
- Number of children served
- Any applicable current fee schedule or proposed for upcoming quarter
- Outcomes from the programming and any performance measures
- Highlights/Successes
- Changes or Modifications to Program Plan
- Upcoming Special Events
- Any entities that are subcontracted as part of providing the program
- Financial Report Year To Date ( Template to be provided)
- Have there been any incidents or accidents during the last quarter to be reported? If so, how was
the incident handled and what was the final resolution? Was the Park Manager notified?
- Park Manager verification of physical contract compliance ( form to be developed)
o Use of Space
o Program Delivery Confirmation
o Verification of participants of served
o Entity is in good working relationship with staff and participants
o No logged complaints or issues from public regarding the program
o Inspection of area used for any maintenance or repairs completed
Page 25 of 17
o Overall Feedback
- Budget Template as an additional attachment, based off of historical budget submitted
A Programming Partner may be asked to supply additional information if deemed necessary.
Page 26 of 17
ATTACHMENT D
Affidavit of Level 2 Background Screenings
In accordance with Section 943.0542 and Chapters 430, 435 and 39 of the Florida Statutes, as applicable,
and pursuant to the requirements of Paragraph R of this Agreement entitled "Staff and Volunteer
Background Check Requirements", 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.
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Before me, the undersigned authority, personally appeared title Authorized Programming Partner
Representative of who being by me first duly sworn, deposes and says:
I swear and affirm that the above -named contracted Programming Partner is compliant with the
requirements for personnel background screening detailed in Section 943.0542 and Chapters 430, 435 and
39 of the Florida Statutes, as applicable, for all personnel having direct contact with children, the elderly,
or individuals with disabilities.
(Signature of CEO/Executive Director/HR Director) Date
The foregoing instrument was acknowledged before me by means of of O physical presence or O online
notarization, this day of , 20 by
Who is personally known to me
Who produced identification:
Type of identification
Signature of Person Taking Acknowledgment
Page 27 of 17
(Printed, Typed, or Stamped Name of Notary
Public)
Title or Rank
Serial Number, if any
Attachment E Place Holder
(Replace this page with the Performance Improvement Plan, if necessary)
Page 28 of 17
Attachment F
INSURANCE REQUIREMENTS- PROGRAMMING AGREEMENT
Name of Organization:
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
Page 29 of 17
General Aggregate Limit $2,000,000
Personal and Adv. Injury $1,000,000
Products/Completed Operations $1,000,000
B. Covered Exposures and Endorsements
City of Miami included as an additional insured
Primary and Non Contributory Endorsement
Contingent and Contractual Liability
Premises and Operations
Sexual Abuse and Molestation Coverage
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $300,000
B. Endorsements Required
City of Miami included as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Page 30 of 17
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Professional/Error's & Omissions Liability
Combined Single Limit
Each Claim $250,000
General Aggregate Limit $250,000
Retro Date Included
V Accident/Medical Coverage
$25,000
The above policies shall provide the City of Miami with written notice of cancellation or material
change from the insurer not less than (30) days prior to any such cancellation or material change.
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue
all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial
Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick,
New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
Page 31 of 17
Page 32 of 17
Attachment G Place Holder
(Replace this page with the Corporate Resolution from Programming Partner)
Page 33 of 17
Attachment H Place Holder
(Replace this page with the City Resolution)
Page 34 of 17
Page 35 of 17
Attachment I
(If applicable)
Page 36 of 17