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HomeMy WebLinkAboutExhibitPROFESSIONAL SERVICE AGREEMENT with STARDOM UP, INC. Department: Parks and Recreation Department Program: Stardom Up, Inc. Youth Tech Engagement THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is effective as of this day of , 2016, effective upon signature (the "Effective Date"), by and between the City of Miami, Florida, a municipal. corporation of the State of Florida, whose address is 3500 Pan American Drive, Miami, FL 33133 (the "City"), and Stardom Up, Inc., a Florida not for profit corporation, whose address is 3211 S.W. 18TH Street, Miami, FL 33145 (the "Provider", together with the "City" referred to asthe "Parties") In consideration of the mutual covenants and promises contained herein, the sufficiency of which is hereby acknowledged by the Parties, City and. Provider agree as follows: A. EFFECTIVE TERM The effective tern of this Agreement shall be from subject to Provider's performance.. B. SCOPE OF SERVICES through Provider shall render services in accordance with the Scope of Services ("Services"), as set forth in "Attachment A" to this Agreement. Provider shall implement the Services in a manner deemed satisfactory to the City. Any modification to the Services shall not be effective until approved in writing by the City and Provider. 2. Activity and performance measures, as well as complete and accurate data and programming information, will be used in the evaluation of Provider's overall performance. Provider agrees that all funding provided by the City pursuant to this Agreement, will be used exclusively for the benefit of City residents. C. TOTAL FUNDING Subject to the availability of fiinds; the maximum amount payable for Services rendered under this Agreement shall not exceed, One -Hundred Thousand. and 00/100 Dollars, ($100,000.00). Provider agrees to adhere to the Method of Payment requirements outlined in Attachment B to this Agreement. D. FISCAL MANAGEMENT 1. Double Billing and Payments Page 1 of 18 628887 Provider costs or earnings claimed under this Agreement may not also be claimed under any other contract or grant from the City; 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. 2. No Supplanting of Existing Public Funds City funding under this Agreement may not be used as a substitute for existing resources or for resources that would otherwise be available for services, or to replace funding previously provided by, and currently available from, local and state funding sources for the same purpose. A violation of this section by Provider shall be considered a material breach of this Agreement. 3. Capital Equipment City Funding under this Agreement may not be used to purchase capital equipment. Capital equipment is included in the definition of "property" under Florida Statutes, Chapter 274, and Florida Administrative Code, Section 691-73.001, and is defined as individual items with a value of $1,000 or greater, which have a life expectancy of more than one year. A violation of this section by Provider shall be considered a material breach of this Agreement. 4. Assignments and Subcontracts Provider shall neither assign this Agreement to another party nor subcontract any Services under this Agreement. Provider shall be responsible for all Services performed, and all expenses incurred, under this Agreement. Provider must be currently qualified to do 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 this 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 to support any inherently religious activities including, but not limited to, any religious instruction, worship, proselytization, publicity, or marketing materials. A violation of this section by Provider shall be considered a material breach of this Agreement. 6. Lobbying Provider shall not use any funds provided under this Agreement, or any other funds provided. by the City, for lobbying any federal, state or local government, or legislators. A violation of this section by Provider shall be considered a material breach of this Agreement. 7. Adverse Action or Proceeding Page 2 of 18 628887 Provider shall not use any funds under this Agreement, or any other funds provided by the City, for any legal fees or for any action or proceeding against the City, their respective agents, employees, officers, or officials. A violation of this section by Provider shall be considered a material breach of this Agreement. 8. Compliance Provider agrees to maintain and ensure its compliance, as applicable, with federal, state, county, and local laws. This includes, but is not limited to, adherence to IRS riles and regulations requiring timely filing of tax documents for payment of payroll taxes, licenses, permits, and. any other governmental fees, as applicable, throughout the term of this Agreement. E. INDEMNIFICATION BY PROVIDER Provider shall indemnify and hold harmless the City 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 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 by Provider or its employees, agents, servants, partners or principals, except to the extent arising, as applicable, from the City's willful or wanton acts or omissions. To the extent arising from a liability that is covered by the foregoing indemnification, Provider shall pay all claims and losses in connection therewith and shall investigate and defend. all claims, suits or actions of any kind or nature in the names of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. Provider agrees that any insurance protection required by this Agreement or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless and defend, as applicable, the City and its officials, officers, employees, agents and instrumentalities. The provisions of this section on. indemnification shall survive the expiration or termination of this Agreement. F. 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 shall have a license to reasonably use, duplicate and disclose such materials in whole 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, 628887 Page 3 of 18 or application for the same, will vest in Provider or with any applicable third party who has licensed or otherwise permitted Provider to use the same. Provider agrees to allow the City and others acting on behalf of the City to have reasonable use of the same consistent with the purposes and terms of this Agreement, at no costs to the City, provided that such use does not compromise the validity of such copyright, trademark or patent, G. 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, Provider retains sole ownership of intellectual property developed under this Agreement. Provider is responsible for payment of required licensing fees if intellectual property owned by other parties is incorporated by Provider into the services required under this Agreement. Such licensing should be in the exclusive name of Provider. Payment for any licensing fees or costs arising from the use of others' intellectual property shall be at the sole expense of Provider. Provider shall indemnify and hold the City harmless from liability of any nature or kind, including costs and expenses for or on account of third party allegations that use of any intellectual property owned by the third party and provided, manufactured. or used by the indemnifying Provider and/or the City, as applicable, in. the performance of this Agreement. H. BREACH OF CONTRACT AND REMEDIES 1. Breach A material breach by Provider shall have occurred under this Agreement if Provider through action or omission causes any of the following: a. Fails to comply with Background Screening, as required under this Agreement; b. Fails to provide the Services outlined in "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 any funds allocated by the City under this Agreement; e. Does not furnish and maintain the certificates of insurance required by this Agreement as determined by the City; £ 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 reimbursement requests, or fails to submit or submits incorrect or incomplete detailed reports of requests for payment, expenditures or final expenditure reports; h. Refuses to allow the City access to records or refuses to allow the City to monitor, evaluate and review Provider's program; i. Fails to comply with child abuse and incident reporting requirements; j. Attempts to meet its obligations under this Agreement through fraud, Page 4 of 18 628887 misrepresentation or material misstatement; k. Fails to correct deficiencies found during a monitoring, evaluation or review within a specified reasonable time; 1. Fails to meet the terms and conditions of any obligation or repayment schedule to the City or any of its respective agencies; in. Fails to maintain the confidentiality of client files, pursuant to Florida and federal laws; and n. Fails to fulfill in a timely and proper manner any and all of its obligations, covenants, contracts and stipulations in this Agreement. Waiver of breach of any provisions of this Agreement and of any related provisions shall not be deemed to be a waiver of any other breach and shall not be construed to be a inodification of the terms of this Agreement. Any waiver by the City shall be in writing by their respective authorized representatives. 2. Remedies If Provider fails to cure any breach within fifteen (15) 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 terminate this Agreement by giving written notice to Provider of such termination and specifying the date of termination at least five (5) business days before the effective date of termination. In the event of such —termination, the City may (a) request Provider to deliver to the City clear and legible copies of all finished or unfinished documents, studies, surveys, reports prepared and secured by Provider with funds under this Agreement subject to the rights of Provider as provided for above; (b) seek reimbursement of any funds which have beenimproperly paid to Provider under this Agreement; (c) terminate fiirther payment of fiends to Provider under this Agreement, except that the City shall continue to review and pay verifiable requests for payment for services that were performed and/or deliverables that were substantially completed at the sole discretion of the City prior to the effective date of such termination; and/or (d) terminate or cancel, without cause, any other agreements entered into between the City and Provider, by providing separate written notice to Provider of each such termination and specifying the effective date of termination, which must be at least five business days before the effective date of such termination, in which event the City shall continue to review and pay verifiable requests for payment as provided for in such other contracts for services that were performed and/or for deliverables that were substantially completed at the sole discretion of the City prior to the effective date of such termination. Provider shall be responsible for all direct and indirect costs associated with such termination, including reasonable attorney's fees. b. The City may seek enforcement of this Agreement including, but not limited to, filing an action with a court of appropriate jurisdiction. Provider shall be responsible for all direct and indirect costs associated with such enforcement, including reasonable attorney's fees, costs, and any judgments entered by a court of appropriate jurisdiction, including all direct and indirect costs and reasonable attorneys' fees Page 5 of 18 628887 through conclusion of all appellate proceedings, and including any final settlement or judgment. c. The provisions of this Paragraph shall survive the expiration or termination of this Agreement. I. TERMINATION BY EITHER PARTY The parties agree that this Agreement may be terminated by either party by written notice to the other party of intent to terminate at least fifteen (15) calendar days prior to program dates or the effective date of such termination. J. INSURANCE REQUIREMENTS Prior to, or on the date commencing the effective term of this Agreement, Provider's insurance agent(s) shall provide to the City proof of such insurance coverages) and in such types and amounts as required by the City's Risk Management Department, as set forth in "Attachment D" to this Agreement. All applicable policies shall be maintained in full force and effect for the entire term of this .Agreement. A violation of this section by Provider shall be considered a material breach of this Agreement, The City will not disburse any funds under this Agreement until proof of insurance been provided to and has been approved by the City. K. NOTICES Written notices pursuant to this Agreement shall be sent to the addresses for each Party appearing on the first page of this Agreement and of the Contract. Notices to the City shall be marked to the attention of the City Manager. 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; mailing address, and/or telephone number. L. AUTONOMY The Parties agree that this Agreement recognizes the autonomy of, and stipulates or implies no affiliation between the Parties. Provider is only a recipient of ftinding support and is not an employee, agent or instrumentality of the City; and, Provider's agents and employees are not agents or employees of the City. M. RECORDS, REPORTS AND MONITORING The provisions of this section shall survive the expiration or termination of this Agreement, consistent with Florida laws. 1. Accounting records Provider shall, keep accounting records which conform to generally accepted accounting principles (GAAP). All such records will be retained by Provider for not less than five (5) years beyond the last date that all applicable terms of this Agreement have been complied with and final payment has been received. However, if any claim, litigation, negotiation or other action involving this Agreement or modification hereto has commenced before the expiration of the Page 6 of t8 628887 retention period, 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. Monitoring Provider agrees to permit the City's personnel or contracted agents to perform random scheduled and/or unscheduled monitoring, reviews, and evaluations of the program which is the subject of this Agreement. The City and/or contracted agents shall monitor both fiscal/administrative and programmatic compliance with all the terms and conditions of this Agreement. Provider shall permit the City and/or contracted agents to conduct site visits, interviews, assessment surveys, fiscal/administrative review and other assessments deemed reasonably necessary in the City's sole discretion to fulfill the monitoring function. A report. of monitoring findings will be delivered. to Provider and Provider will: rectify all deficiencies cited within the period of time specified in the report. 3. Internal Documentation/Records Retention Provider agrees to maintain and provide for inspection to the City, during regular business hours, the following as may be applicable, subject to applicable confidentiality requirements; (1) personnel files of employees which include hiring records, background screening affidavits, job descriptions, verification of education, and evaluation procedures; (2) authorized time sheets, records, and attendance sheets to document the staff time billed to provide Services pursuant to this Agreement; (3) daily activity logs and monthly calendars of the provision of Services; (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; all upon request by the City. 4. Confidentiality Provider and the City 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 impose no obligation upon the Parties with Page 7of18 628887 respect to confidential information which (a) was lawfully known to the receiving party before receipt from the other, (b) is or becomes a matter of public knowledge through no fault of the receiving party, (c) is rightfully received by the receiving party from a third party without restriction on disclosure, (d) is independently developed by or for that party, (e) is disclosed under operation of law, (f) is disclosed by the receiving party with the other party's prior written approval or. (g) is subject to Chapter 119 of the Florida Statutes or is otherwise required to be disclosed by law. The confidentiality provision of this Agreement shall remain in frill force and effect after the termination of this Agreement. N. MODIFICATIONS Any alterations, variations, modifications, extensions or waivers of provisions of this 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 under the Contract. 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. 1.5-0269, adopted June 25, 2015, as the City's authorized. representative for approving and executing alterations, variations, modifications, extensions, or waivers of the provisions of this Agreement. Any changes to the total not to exceed amount payable and/or to change the length of the effective terin shall require further City Commission approval(s). O. GOVERNING LAW & VENUE This Agreement shall be interpreted and construed. in accordance with and governed by the laws of the State of Florida without regard to its conflicts of law provisions. Any controversies or legal problems arising out of the terms of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida. P. BACKGROUND SCREENING In accordance with Sections 943.0542, 984.01, Chapter 430, 435, 402, 39.001, and. 1.012.465 Florida Statutes, as applicable, employees and volunteers who work in direct contact with children or who come into direct contact with children must complete a satisfactory Level 2 background screening prior to commencing work pursuant to this Agreement. For purposes of this section, the term "direct service provider" means a person 18 years of age or older, including a volunteer, who provides services to children, youth and their families, The term does not include volunteers who assist on an intermittent basis for less than 20 hours per month. Level 2 Background screenings must be completed through the Florida Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal History System) Program. Satisfactory background screening documentation will be accepted for those agencies that already conduct business with either the Department of Children and Families (DCF) or the Department of Juvenile Justice (DJJ) or the Miami Dade County Public School System 628.887 Page 8 of 18 (MDCPS). A clearance letter from MDCPS Office of Employment Standards indicating the person has successfully completed a Level 2 screening will be accepted. If background screenings are completed with VECHS, then Provider shall complete "Attachment C": "Affidavit for Level 2 Background Screenings" each for contract term. The Affidavit will cover employees and volunteers performing services under this Agreement who are required to complete a. Level 2 background screening as defined in this section. Provider shall keep "Attachment C": "Affidavit for Level 2 Background Screenings" in Provider's personnel and volunteers files. Q. CHILDREN WITH DISABILITIES AND THEIR FAMILIES Provider understands that the City expects Provider to meet the federal standards under the Americans with Disabilities Act. Providers must also implement reasonable programmatic accommodations to include children with disabilities and their families; whenever possible. R. 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 grant award. Provider agrees to abide by Chapter 11A of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing and public accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits discrimination in employment and public accommodation; the Age Discrimination Act of 1975, 42 U.S.C. Section 6101, as amended, which prohibits discrimination in employment because of age; Section 504 of the Rehabilitation Act of 1973, . 2 9 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 understoodthat 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. 2. Conflict of Interest Provider represents that the execution of this Agreement does not violate Miami Dade County's Conflict of Interest and Code of Ethics Ordinance and Florida Statutes §112, as amended, which are incorporated herein by reference as if fiilly 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 Event and in connection with its obligations hereunder. 628887 Page 9 of 18 (Refer to http://www.miamidadeethics.com/Publications/code_ offethics2010,pdf for the Code of Ethics Ordinance). 3. Compliance with Sarbanes-Oxley Act of 2002 Provider shall comply with the following applicable provisions of the Sarbanes-Oxley Act of 2002, including: 3.1 Provider agrees not to alter, cover up, falsify, or destroy any document that may be relevant to an official investigation. 3.2 Provider agrees not to punish whistleblowers, or retaliate against any employee who reports suspected cases of fraud or abuse, 4. Licensing Provider shall obtain and maintain in full force and effect during the term of this Agreement all licenses, certifications, approvals, insurances, permits and accreditations, required by the State of Florida, Miami -Dade County, the City, other relevant municipalities or the federal government. Provider must be qualified and registered to do business in the State of Florida and in the City of Miami. 5. Incident Reporting An incident is defined as any actual or alleged event or situation that creates a significant risk of substantial or serious harm to the physical or mental health, safety or wellbeing of a child participating in the program. Reportable incidents include, but are not limited to, allegations of abuse, neglect or exploitation of a child, injury of a participant, missing child or abandoned. child. Provider shall immediately report knowledge or reasonable suspicion of abuse, neglect, or abandon vent 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 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; and (5) Complete description of incident and injuries, if any. Police report and. actions taken shall be submitted to the City within fifteen (15) days of the Page 10 of 18 628887 incident. Provider shall provide written notification to the City within seven (7) days of any legal action related to the incident. 6. Sexual Harassment Provider shall complete an incident report in the event a program participant, client or employee makes an allegation of sexual harassment, sexual misconduct or sexual assault by a Provider employee, volunteer or anyone arising out of the performance of this Agreement and Provider has knowledge thereof. Provider shall provide written notification to the City within three (3) business days after Provider is informed of such an allegation. Provider shall provide written notification to the City within seven (7) business days, if any legal action which is filed as a result of such an alleged incident. 7. Proof of Policies Provider 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 in the program for services. The consent shall be part of the participants' registration form, and signed by parent/guardian before services commence or assessments are administered. V. HEADINGS, USE OF SINGULAR AND GENDER Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. W. TOTALITY OF CONTRACT/SEVERABILITY OF PROVISIONS This Agreement with its attachments as referenced below contains all the terms andconditions agreed upon by the Parties: Attachment A: Scope of Services Attachment B: Cost Reimbursement Method of Payment Attachment C: Affidavit for Level 2 Background Screenings, if applicable Attachment D: Provider's Corporate Authorization and Insurance Requirements No other contract, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind the Parties. If any provision of this Agreement is held invalid or void, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. 628887 Page 11. of 18 ATTEST: PROVIDER: Stardom Up, Inc., a Florida not for profit corporation By: By: Print Name: Print Name: ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this day of 2016, by as _ a Florida corporation, on behalf of the corporation and the company. Personally Known OR Produced Identification Type of Identification Produced Print or Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: ATTEST: By: _ Todd Hannon City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann -Marie Sharpe, Director Risk Management 628887 CITY OF MIAMI, a municipal Corporation of Florida By: Daniel J, Alfonso City Manager APPROVED AS TO FORM AND CORRECTNESS: By: Victoria M6ndez City Attorney Page 12 of 18 ATTACHMENT A Schedule and Program Curriculum of Technology Engagement Attachment B Cost Reimbursement Method of Payment The Parties agree that this is a cost reimbursement method of payment contract; Provider shall be paid for Services .rendered under this Agreement in an amount not to exceed the total funding amount set forth in Section C. Provider agrees to timely pay all its employees for the ffilfillment of Services provided in this Agreement. Invoice Requirements Every request by Provider for payment for Services 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. The City agrees to reimburse on a monthly billing basis. The request for payment is due on or before the fifteenth (15t) dray 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 contract term) from Provider will be accepted by the City up to forty-five (45) days after the expiration of this Agreement. The City reserves the right to request any supporting documentation, If Provider fails to comply, all rights to payment shall be forfeited. Invoices provided hereunder shall be in writing and 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 Manger's Office, at the place specified. below: Daniel J. Alfonso, City Manager City of Miami Office of the City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 If the City determines that Provider has been paid fiends not in accordance with this Agreement, and to which it is not entitled, Provider 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 Provider is entitled to such fiends in accordance with this Agreement and the City's decision on this matter shall be binding. In the event that Provider or its independent auditor discovers that an overpayment has been made, Provider shall repay said overpayment within. thirty (3 0) calendar days without prior notification from the City. If Provider fails to serve the number of participants and/or 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 for under -serving participants 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 14 Agreement and must be submitted on the forms as prescribed by the City. Requests for payment and/or documentation returned to Provider for corrections may be cause for delay in receipt of payment. Late submission may result in delay in receipt of payment. The City shall pay Provider within thirty (30) calendar days of receipt of Provider'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 Provider shall maintain original records documenting actual expenditures and services provided according to the approved budget and scope of services as required. Supporting documentation shall be made available and provided to the City upon request. Provider shall beep 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. Provider shall maintain a cost allocation methodology that it uses to allocate its costs. Provider 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. THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. ATTACHMENT C Affidavit for Level 2 Background Screenings Affidavit Affirming Compliance with Background Screening for Provider Personnel, Volunteers and Subcontracted Personnel, as applicable. In accordance with Sections 943.0542, 984.01, Chapter 430, 435, 402, 39.001, and 1012.465 Florida Statutes, and pursuant to the requirements of Paragraph P Background Screening of this Agreement, the undersigned affiant makes the following statement under oath, under penalty of perjury, which is a first degree misdemeanor, punishable by a definite term of imprisonment not to exceed one year and/or a fine not to exceed $1,000, pursuant to Sections 837.012 and 775.082, Florida. Statutes, Representative of Stardom Up, Inc., 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. STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this day of 2016, by _ , as a Florida corporation, on behalf of the corporation and the company. Personally Known OR Produced Identification Type of Identification Produced Print or Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: 16 Attachment D Insurance Requirements - Venture Hive Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 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 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 1.7 IV. Accident/Medical Coverage (]Excess) $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, nldwick, 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.