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Res. No. 001-03-11550RESOLUTION NO.1-03-11550 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA,AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT AGREEMENT WITH CONSTRUCTION CATERING,INC.IN THE AMOUNT OF $23,000 TO BE PAID FROM THE SOCIAL SERVICES AND CRIME PREVENTION GRANT AWARDED BY THE MIAMI-DADE DEPARTMENT OF HUMAN SERVICES;AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,theCity of South Miami received agrantinthe amount of $23,000 fromthe Miami-Dade Department of Human Services forthe purpose of providing mealstothe seniors at the South Miami Senior Center;and WHEREAS,Construction Catering,Inc.isaMiami-DadeCountyapprovedvendor whichcurrentlyprovidesfoodserviceforseveralseniorcentersacrosstheCounty;and WHEREAS,Construction Catering,Inc.willprovidethemeal service fora lump sumfee of $23,000. NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI: Section 1.The City Manager is authorized to execute the contract with Construction Catering,Inc.intheamount of $23,000 forthe provision of meal service at the South Miami Senior Center. Section 2.This resolution shalltake effect immediately upon execution. PASSED AND ADOPTED this 7thday of January 2003. ATTEST:.APPROVED: <P*UI&\ CITY CLERK READ AND APPROVED AS TO FORM: /&-&2/U i— CITY ATTORNEY CL^-\IM MAYOR Commission Vote:5-0 Mayor Feliu:Yea Vice Mayor Russell:Yea Commissioner Bethel:Yea Commissioner McCrea:Yea Commissioner Wiscombe:Yea To: South Miami 2001 Excellence,Integrity,Inclusion HonorableMayor,ViceMayor& City Commission 0From:Sanford A.Youkilis I/7i// Acting City Manager J v*7\ KJ 0 Date:January 7,2003 ASubject:AgendaItem # Commission Meeting1/7/03 Approval oftheContractwith Construction Catering,Inc. REQUEST A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA,AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT AGREEMENT WITH CONSTRUCTION CATERING, INC.IN THE AMOUNT OF $23,000 TO BE PAID FROM THE SOCIAL SERVICES AND CRIME PREVENTION GRANT AWARDED BY THE MIAMI- DADE DEPARTMENT OF HUMAN SERVICES;AND PROVIDING FOR AN EFFECTIVE DATE. BACKGROUND AND ANALYSIS The City of South Miami was recommended to receive funding assistance from Miami-Dade County to provide meals to seniors atthe South Miami Senior Center.Forthis purpose,the funding recommendation was approved bythe Board of County Commissioners andthe amount of $23,000wasincludedinthe county's FY2002-03budget. The City of South Miami passed a resolution December 17,2002 accepting the County's $23,000 allocation.ConstructionCateringInc.hasbeeninthecateringbusinessforovertwenty years.Construction Catering isa Dade County vendor (59-1275454).Construction Catering will be providing hot weekend meals tothe Senior Center (6701 S.W 62 Ave.)The meals are designed for the nutrition of adults bya licensed nutritionist.Construction Catering will deliver and distribute meals according towhatstaff recommends.Construction Cateringcan provide theirservicesimmediatelyafterCity of SouthMiami's notification. TheattachedresolutionwouldallowtheCityManagertoexecutethecontractsandapplicable documents as required.Acopy of thecontractisprovidedforyourreference. RECOMMENDATION Approval is recommended. Attachments (2): Draft Resolution Contract Construction Catering,inc. Construction Catering Inc.will provide the following services to South Miami at 6701 S.W62thAve,33143 Service Agreement Meals base on the four -cycle four week menus attached which are designed.tot theSnWadultsbyalicensednutritionist,meeting the usual,one-tlnrd RDA required.sStaXd recipes will be used and available for inspection at ,he Catermgfacility.CoiistmctionC^rmgwiUbeclosedonmefoUowir^a^s:Uborday,SstmasS.andNew years day.Any other holidays not mention mthts contract,may ato beobserve.We will cooperate on providing meals for these holidays and special arrangements including additional cost to be determine. Snecial meals will be provided as needed with sufficient notification from Monday£gh Friday only.Special meals may be Box lunches.The food will be transported inZmoscornersfinoriertomaintainthepropertemperaturerequired^by law.As a reminder,we are acurrent food vender or supplier for the Miami Dade County The cost per meal is $3.89.Food quality is to be nutritional and of agood quality. Portion sizes are standard adult portions and labeled as often as practocable on the menus Payment plans are as follow: Payments are due on the l8t day of each month. This contract will start upon notification Accepted on this day of-20(S,*ifh the intend to be legally bound Construction Catering Inc. Witness (Authorized Representative) Witness (Authorized Representative) 2472 N.W.21st Terrace South Miami Miami,Florida 33142 Phone (305)633-5668 •Fax (305)633-1489 AQfclP.GQSOS 'NOIJ.OflHi.SNOD SI=*l <IHi)ZOOZ '90 '33(1 Construction Catering,Inc. Construction Catering has been doing business in Miami for over 20 years.We are a reputable company,whose focus is customer service and satisfaction.Construction catering is a Dade County vendor 59-1275464.Construction Catering will be providing weekendhot meals for the Senior center residents at 6701 sw 62 Avenue effective Immediately after city of South Miami's notification.Meals will be delivered Saturdays and Sundays at 11:00 am -12:30 pm and process of distribution.Example between 12-12:30 pm,door-to-door or floor-to-floor.A variety of nutritious foods will be Included in diet. These meals are some ofthe favorites among clients we serve The meals will be Included at a cost of $3.89 per meal x 100 resident for a total of 200 per week.We will bill the city of South Miami ona monthly basis. 2472 N.W.21st Terrace •Miami,Florida 33142 Phone (305)633-5668 •Fax (305)633-1489 7/7:srtvj 69t>I££9S0£NOIlOflHlSNOD PZ-Ll (Q3M)ZOOS *ll 03d o[ •upP6 1 • t oV. oU!ixO i i i M p j S Sh r e d d e d Be e f — - : ^ t i Wh i t e R i c e Bl a c k Be a n S o u p Pl a n t a i n C h i p s S l i c e d P e a r s Cu b a n R o l l Ma r g a r i n e Mi l k / J u i c e H a m -C r o q u e t t e s ( 3 ) Sp l i t P e a S o u p S l i c e d B e e t s W h i t e R i c e Cu b a n B r e a d / M a r g Va n i l l a Ca k e Mi l k / J u i c e SO U T H M J A M 1 St e a k Ca s s e r o l e R e d P o t a t o e s W h i t e R i c e To s s e d Sa l a d W/ D r e s s i n g P e a c h e s Cu b a n R o l l Ma r g a r i n e M i l k / J u i c e Gr o u n d B e e f w/ T o m a t o Sa u c e P e a s & Ca r r o t s Bl a c k Be a n s So u p Wh i t e R i c e Ro l l w/ M a r g a n n e Or a n g e Wh o l e Mi l k / J u i c e Ha m Cr o q u e t t e s Ri c e W/ S a u s a g e s Aj i a c o So u p B a n a n a Cu b a n Br e a d Ma r g a r i n e Mi l k / J u i c e Ch i c k e n Ca c c i a t o r e Sl i c e d Ye l l o w Sq u a s h Pa s t a Pr i m a v e r a W/ M a r i n a r a Sa u c e & V e g e t a b l e s Ga r l i c Br e a d W/ M a r g Ba n a n a Wh o l e Mi l k / J u i c e R o a s t Po r k Wh i t e Ri c e Bl a c k B e a n S o u p C a s s a v a w/ M o j o S a u c e T o s s e d S a l a d Or a n g e Wh o l e Cu b a n Ro l l Ma r g a r i n e M i l k / J u i c e Sl i c e d Tu r k e y Br e a s t w/ G r a v y Wh i t e ri c e Sp i n a c h Cr e a m Ro l l W/ M a r g a r i n e Je l l y Ro l l Mi l k / J u i c e MIAMI-DADE COUNTY,FLORIDA ^ MIAMI-DADE) November 19,2002 Ana Garcia City of South Miami/South Miami Senior Center 6130 Sunset Drive South Miami,FL 33143 STEPHEN P.CLARK CENTER OFFICE OF THE COUNTY MANAGER SUITE 2910 111 N.W.1st STREET MIAMI,FLORIDA 33128-1994 (305)375-5311 Dear Ms.Garcia: On behalf of Mayor Alex Penelas and the Board of County Commissioners,it is with pleasure that I acknowledge that funding in the amount of $23,000 for "City of South Miami/South Miami Senior Center" was included in the FY 2002-03 budget of Miami-Dade County.I have been tasked with ensuring a business friendly atmosphere and want to pledge my commitment to an open line of communication and a facilitative process. If you have any questions,you can contact Richard Harris of the Department of Human Services at (305)375-5415 who will facilitate the completion of the contract and any other paperwork necessary to complete your transaction with Miami-Dade County. I would also like to take this opportunity to inform you personally of a valuable addition to the County's web portal,Miami-Dade County's Grants Pages http://www.co.miami-dade.fl.us/grants/home.htm.The Grants Pages are another e-government initiative designed to facilitate and maximize receipt of grant dollars in Miami-Dade by the County,other governmental entities,community-based organizations,small businesses,colleges and universities.This site is updated weekly and can serve as a valuable tool for organizations to identify potential grant opportunities and other resources.In addition,I would Hke to inquire about your interest in receiving regularly e-maiied gram announcements.If you would find such a service useful,please state your interest and provide contact information for a representative from your organization,including phone number and e-mail address,to the grants administrator e-mail address at grants@miamidade.gov. We look forward to working with you in our joint efforts to provide quality services to the citizens of Miami-Dade County.If you have any questions that you would like to discuss with me,please feel free to call me at (305)375-1032 or email me at manager Sincerely, Steve Shiver County Manager 'miamidade.gov. MIAMI-DADE DEPARTMENT OF HUMAN SERVICES SOCIAL SERVICES AND CRIME PREVENTION CONTRACT This Agreement made this day of ,200__,by and between Miami-Dade County,a political subdivision ofthe State of Florida (hereinafter referred to as "County")through its Department of Human Services (hereinafter "Department"),located at111N.W.1st Street,Suite2210-Miami.FL 33128-1912,andSouthMiamiSenior Center having offices at 6701 SW 62 Avenue.Miami.Florida 33143 (hereinafter referred to as "Provider")states conditions and covenants for the rendering of social services (hereinafter referred to as "Services")for the County. WHEREAS,the Home Rule Charter authorizes Dade County to provide for the uniform health andwelfareofthe residents throughout theCountyand further provides thatall functions not otherwise specifically assigned to others under the Charter shall be performed under the supervision ofthe County Manager;and WHEREAS,the Provider provides or will develop services of value tothe County and has demonstrated an ability to provide these services;and WHEREAS,the County is desirous of assisting the Provider in providing those services andtheProviderisdesirousof providing such services;and WHEREAS,the County has appropriated funds tothe Provider for the proposed services; NOW,THEREFORE,in consideration of the mutual covenants recorded herein,the parties heretoagreeas follows: I.SCOPE OF SERVICES AND OUTCOME MEASURES.The Provider agreestorender services in accordance with the Scope of Services incorporated herein andattachedheretoas Attachment A. The Provider will implement the Scope of Services as described in Attachment A in a manner deemed satisfactory tothe County.Any modification or amendment tothe Scope of Services shall notbeeffectiveuntilapprovedbytheDepartmentinwriting. II.BUDGET SUMMARY.The Provider agrees that all expenditures or costs shall bemadein accordance with the Budget which is attached herein and incorporated hereto as Attachment B. The provider may shift funds between line items not to exceed fifteen percent (15%)of the total budget by submission ofa budget modification approved by the Department.Variances greater than fifteen percent (15%)in any line item shall require prior approval and a budget modification approved by the President or Vice President of the provider as well as the Department.The Budget Modification shall replace Attachment B. J of 16 Inno event shall the budget include alineitemfor indirect costs in excess offifteen percent (15%)of the totalbudget.If the budget includes alineitemfor indirect costs oflessthan fifteen percent (15%),thentheProvidermustsupportsuch expenditure withproper documentation. TheProvidermay amend thebudgetnomorethantwiceduringthetermofthisAgreement.A final budgetrevisionmustbesubmitted45dayspriortotheexpirationoftheAgreement. Ml.EFFECTIVE TERM.Bothparties agree that the effectivetermofthis Agreement shallbe from October 1,2002 to September 30,2003. IV.AMOUNT PAYABLE.Subject to available funds,the maximum amount payable for services rendered under this Agreement shallnot exceed $23,000.Both parties agree that should available Countyfundingbereduced,the amount payable under this Agreement maybe proportionatelyreducedattheoptionoftheCounty. V.INDEMNIFICATION BY PROVIDER. A.Government Entity.Government entity shall indemnify and hold harmless the County andits officers,employees,agents and instrumentalities from anyandall liability,losses ordamages,includingattorneys'fees andcostsof defense,whichtheCountyorits officers, employees,agentsor instrumentalities mayincurasa result of claims,demands,suits,causesof actions orproceedingsofany kind ornaturearisingoutof,relatingtoorresulting from the performance ofthis Agreement bythe government entityoritsemployees,agents,servants, partners,principals or subcontractors.Government entity shall payallclaimsand losses in connection therewith andshallinvestigateanddefendallclaims,suitsor actions ofanykindor natureinthenameoftheCounty,where applicable,including appellate proceedings,andshall payallcosts,judgments,and attorney's fees whichmay issue thereon.Provided,however,this indemnificationshallonlybetotheextentandwithinthelimitationsofSection 768.28,Fla. Stat.,subjecttothe provisions ofthat Statute whereby the government entityshallnotbeheld liable topaya personal injury or property damageclaimorjudgmentbyanyonepersonwhich exceedsthesumof $100,000,oranyclaimorjudgmentorportionsthereof,which,when totaledwithall other claimsor judgment paidbythe government entityarising out ofthesame incidentor occurrence,exceed thesumof $200,000 fromanyandallpersonalinjuryorproperty damage claims,liabilities,losses or causes of action which may ariseasa result ofthe negligence of the government entity. B.All Other Providers.Providershallindemnifyandhold harmless the County and its officers,employees,agentsand instrumentalities from anyandall liability,lossesordamages, including attorneys'fees and costs of defense,whichtheCountyorits officers,employees, agents or instrumentalities may incur asa result of claims,demands,suits,causesof actions or proceedings ofany kind or nature arising out of,relating toor resulting from the performance of this Agreement bythe Provider or its employees,agents,servants,partners principals or subcontractors. 2 of16 Provider shall pay all claims and losses in connection therewith and shall investigate and defend all claims,suits or actions ofany kind or nature in the name ofthe County,where applicable, including appellate proceedings,and shall pay all costs,judgments,and attorney's fees which may issue thereon.Provider expressly understands and agrees thatany insurance protection required by this Agreement or otherwise provided by Provider shall innoway limit the responsibility to indemnify,keep and save harmless and defend the County or its officers, employees,agents and instrumentalities as herein provided. C.Termof Indemnification.Theprovisionsofthissectionorindemnificationshall survivetheexpirationorterminationofthisAgreement. VI.INSURANCE. A.Government Entity.IftheProvideristheStateofFloridaoran agency orpolitical subdivision oftheStateasdefinedbysection768.28,Florida Statutes,theProvidershall furnish the County,upon request,written verification of liability protection in accordance with section 768.28,Florida Statutes.Nothing herein shall be construed toextendany party's liability beyond that provided in section 768.28,Florida Statutes. B.All Other Providers. 1.Modification andChanges.TheProvidershallnotify the County ofany intended changes in insurance coverage,including butnot limited toany renewals of existing insurance policies. Upon review ofthe Provider's Scope of Services (Attachment A)by the County's Risk Management Division,the County may increase,decrease,waive or modify anyofthe following insurance requirements.Any request bya Provider to decrease,waiveor modify anyofthe following insurance requirements must be approved in writing bythe County's Risk Management Division. 2.Minimum Insurance Requirements:Certificates of Insurance.The Provider shall furnish to the Department,Miami-Dade County,c/o Department of Human Services -Contract Management Division.111 NW 1 Street,Suite 2130.Miami.FL 33128 Certificate (s)ofInsuranceindicatingthatinsurancecoveragehasbeenobtainedwhichmeetsthe requirementsasoutlinedbelow: a.Worker's Compensation Insuranceforall employees ofthe Provider as required byFlorida Statute 440. b.Public Liability Insurance ona comprehensive basisinan amount notlessthan $300,000 combined singlelimitper occurrence for bodilyinjuryand property damage.Dade County must be shown asan additional insured with respect to this coverage. 3 of16 c.Automobile Liability Insurance coveringallowned,non-ownedandhiredvehicles used in connection with the work,in an amount not lessthan $300,000 combined single limit per occurrence forbodilyinjuryand property damage. ForProvidersusingvansormini-vanswith seating capacitiesof fifteen (15)passengersormore,thelimit ofliabilityrequiredfor Automobile Liability Insurance is $500,000. d.ProfessionalLiability Insurance, whenapplicable,inthenameoftheProviderinan amount not less than $300,000. 3.Classifications andRatings.The insurance coverage required shall include those classifications,aslistedinstandard liability insurancemanuals,whichmostnearlyreflect the services oroperationsdescribedinthe Scope of Services (Attachment A).All insurance policies required above shall be issued by companies authorized todo business under the laws oftheStateofFlorida,with thefollowingqualifications: Thecompanymustberatedno less than "B"asto management,and noless than "ClassV"astofinancialstrengthby the latest edition of Best'sInsuranceGuide,publishedbyA.M.BestCompany,Oldwick, New Jersey,oritsequivalent,subjecttotheapprovaloftheCounty Risk Management Division. or Thecompanymustholdavalid Florida Certificate of Authority as shown in the latest"ListofAll Insurance Companies Authorized or Approved toDo Business in Florida",issued bytheStateof Florida DepartmentofInsuranceandaremembersoftheFloridaGuaranty Fund. Certificates of Insurance shall indicate thatno modification or change in insurance shall bemadewithoutthirty(30)dayswrittenadvancenoticetothecertificateholder. C.Failure to Provide Certificates of Insurance.If the Provider failsto furnish the County with or Certificates or written verification required under this section oras determined by the County's Risk Management Division after review ofthe Scope of Services (Attachment A),the County shall not disburse any funds until it is provided with the necessary Certificates of Insuranceor written verification.Failureto provide the Certificates of Insurance or written verification withinsixty (60)daysofexecutionofthisAgreementmayresultinterminationofthis Agreement. 4 of16 VII.PROOF OF LICENSURE/CERTIFICATION AND BACKGROUND SCREENING. A.Licensure.IftheProviderisrequiredbytheStateofFloridaorMiami-Dade County tobe licensed or certified to provide the services oroperatethe facilities outlinedinthe Scope of Services (Attachment A),the Provider shall furnish acopyofallrequiredcurrent licensesorcertificates.Examplesofservicesor operations requiringsuchlicensureor certification include but arenotlimitedtochildcare,day care,nursing homes,and boarding homes. IftheProviderfailstofurnishtheCountywiththelicensesorcertificatesrequiredunder thisSection,theCountyshallnotdisburseanyfundsuntilitisprovidedwithsuchlicensesor certificates.Failure to provide the licenses or certificates within sixty (60)days of execution of this Agreement mayresultin termination ofthis Agreement. B.BackgroundScreening.TheCountyrequiresthatonly employees and subcontractedpersonnelwitha satisfactory background checkasdescribedinSection39.001(2), Florida Statutes andthroughan appropriate screening agency (i.e.,the Florida Departmentof Juvenile Justice,Florida Departmentof Law Enforcement or Federal Bureau of Investigation) work with direct contact with juveniles. The County requires thatonly employees and subcontracted employees witha satisfactory background checkasdescribedin Section 435.03(3)(a),andthroughanappropriatescreening agency (i.e.Florida Department of Law Enforcement,Federal Bureau of Investigation)work in directcontactwiththeelderly,disabledandpersonswith mental illness,insettingssuchasbut notlimitedtoadultdaycarecenter,assisted living facilities,home equipment screeningnursing homes,home health agencies (facilities for developmentally disabled,and mental health treatment facilities. Within 30 days of execution of this contract,Provider shall furnish the County withproofthat background screening was initiated/completed.If the Provider fails to furnish tothe County proof that background screening was initiated within 30 days of execution of this contract,the County shall not disburse any further funds and this Contract maybesubjectto termination at the discretion of the County. VIII.CONFLICTOF INTEREST.TheProvideragreesto abide byandbe governed by Dade County Ordinance No.72-82 (Conflict of Interest Ordinance codified at Section 2-11.1 et al.of theCodeof Miami-Dade County),asamended,whichis incorporated hereinby reference asif fully set forth herein,in connection with its contract obligations hereunder. IX.CIVILRIGHTS.TheProvideragreestoabidebyChapter 11A oftheCodeofMiami-Dade County ("County Code"),as amended,which prohibits discrimination in employment,housing and public accommodations;Title VII ofthe Civil Rights Act of 1968,as amended,which prohibits discriminationinemploymentandpublicaccommodation;theAgeDiscriminationAct of1975,42 U.S.C.,asamended,which prohibits discrimination inemploymentbecauseof age;Section 504ofthe Rehabilitation Act of 1973,29 U.S.C.§794,asamended,which prohibits discrimination onthe basis of disability;andthe Americans with Disabilities Act,42 U.S.C.§12103etseq.,which prohibits discrimination inemploymentandpublic accommodations because of disability. 5 of 16 It is expressly understood that upon receipt of evidence of discrimination under any of these laws,the County shall have the right to terminate this Agreement.It is further understood thattheProvidermustsubmitan affidavit attesting thatitisnotinviolationofthe Americans with Disability Act,the Rehabilitation Act,the Federal Transit Act,49 U.S.C.§1612,and the Fair Housing Act,42 U.S.C.§3601 et seq.If the Provider or any owner,subsidiary,or other firm affiliated withorrelatedtothe Provider,isfoundbytheresponsibleenforcementagency,the Courts orthe County tobe in violation of these Acts,the County will conduct no further business with the Provider. Any contract entered into based upon a false affidavit shall be voidable by the County.If the Provider violates any ofthe Acts during the term ofany contract the Provider has with the County,such contract shall be voidable by the County,even if the Provider was not in violation at the time it submitted its affidavit. The Provider agrees thatit is in compliance with the Domestic Violence Leave,codified as§ 11A-60 et.seq.ofthe Miami-Dade County Code,which requires an employer,who in the regular course of business has fifty (50)or more employees working in Miami-Dade County for each working day during each of twenty (20)or more calendar work weeks to provide domestic violence leave to its employees.Failure to comply with this local law may be grounds for voiding or terminating this Agreement or for commencement of debarment proceedings against Provider. X.NOTICES.Itis understood andagreedbetweenthe parties thatwrittennotice addressed to the Department and mailed or delivered to the address appearing on page one (1)of the Agreement and written notice addressed to the Provider and mailed or delivered to the address appearing on page one (1)of this Agreement shall constitute sufficient notice to either party. XI.AUTONOMY.Both parties agree that this Agreement recognizes the autonomy ofand stipulates or implies no affiliation between the contracting parties.It is expressly understood and intended thatthe Provider isonlya recipient of funding supportandisnotanagentor instrumentality ofthe County.Furthermore,the Provider's agents and employees arenot agents or employees of the County. XII.BREACH OF AGREEMENT:COUNTY REMEDIES. A.Breach.Abreachbythe Provider shall haveoccurredunderthis Agreement if:(1) the Provider fails to provide the services outlined in the Scope of Services (Attachment A)within the effective termofthis Agreement;(2)the Provider ineffectively or improperly usesthe County funds allocated underthis Agreement;(3)the Provider doesnot furnish the Certificates of Insurance required by this Agreement or as determined bythe County's Risk Management Division;(4)the Provider does not furnish proof of licensure/certification or proof of background screening required by this Agreement;(5)the Provider fails to submit,or submits incorrect or incomplete,proof of expenditures to support disbursement requests or advance funding disbursementsor fails tosubmitorsubmitsincompleteorincorrect detailed reportsof expenditures or final expenditure reports;(6)the Provider does not submit or submits incomplete or incorrect required reports;(7)the Provider refuses to allow the County access to recordsorrefusestoallowtheCountytomonitor,evaluateandreviewtheProvider'sprogram; 6 of16 (8)theProviderdiscriminatesunderanyofthelawsoutlinedinSection IX ofthisAgreement; (9)the Provider fails toprovide Domestic Violence Leave to its employeespursuantto local law;(10)the provider falsifies or violates the provisions ofthe Drug Free Workplace Affidavit (Attachment D);(11)the Provider,attemptstomeetitsobligationsunderthisAgreement through fraud,misrepresentation or material misstatement;(12)the Provider fails to correct deficiencies found duringa monitoring,evaluation or review withinthe specified time;(13) failstomeet the termsand conditions ofanyobligationor repayment schedule totheCountyor any of its agencies or instrumentalities;(14)the Provider fails to submit the Certificate of Corporate Status,Board of Directors requirement or proof of tax status;(15)fails to meet any of thetermsandconditionsoftheDadeCounty Affidavits (Attachment D)ortheState Affidavit (Attachment E);(16)the Provider fails to fulfill ina timely andpropermanneranyandallof its obligations,covenants,agreements and stipulations in this Agreement.Waiver of breach of any provisions of this contract shall not be deemed tobea waiver of any other breach and shall not be construed tobea modification of the terms ofthis Agreement. B.County Remedies.Ifthe Provider breaches this Agreement,the County may pursueanyorallofthe following remedies: 1.TheCountymay terminate this Agreement bygivingwrittennoticetothe Provider ofsuch termination and specifying the effective datethereofatleast five (5)daysbefore theeffective date of termination.Inthe event oftermination,the County may:(a)request the returnofallfinishedorunfinished documents,datastudies,surveys,drawings,maps,models, photographs,reports prepared and secured by the Provider with County funds under this Agreement;(b)seek reimbursement of County funds allocated tothe Provider under this Agreement;(c)terminate or cancel any other contracts entered into between the County and the Provider.The Provider shall be responsible for all direct and indirect costs associated withsuch termination,including attorney's fees; 2.The County may suspend payment inwholeorinpartunderthis Agreement by providing written notice tothe Provider of such suspension and specifying the effective datethereof,atleast five (5)daysbeforethe effective dateofsuspension.If payments are suspended,the County shall specify in writing the actions that must be taken bythe Provider as condition precedent to resumption of payments and shall specify a reasonable date for compliance.The County may also suspend any payments in whole orinpart under anyother contractsenteredintobetweentheCountyandthe Provider.TheProvidershallberesponsible forall direct and indirect costs associated withsuch suspension,including attorney's fees; 3.TheCountymayseekenforcementofthisAgreementincludingbutnot limited to filing an action withacourtof appropriate jurisdiction.The Provider shall be responsible for all direct and indirect costs associated with such enforcement,including attorney's fees; 4.The County may debar theProviderfromfuture County contracting; 7 of 16 5.If,for any reason,the Provider shouldattempttomeetitsobligationsunder this Agreement through fraud,misrepresentation or material misstatement,the County shall, whenever practicable terminate this Agreement by giving written notice tothe provider of such termination andspecifyingtheeffectivedatethereofat least five (5)daysbeforetheeffectivedate ofsuch termination.TheCountymay terminate orcancelanyothercontractswhichsuch individual orentity has withthe County.Such individual orentity shall be responsible for all directand indirect costs associated with such termination or cancellation,including attorney's fees.Any individual orentitywho attempts tomeet its contractual obligations withthecounty through fraud,misrepresentation or material misstatement maybe disbarred from county contractingforuptofive (5)years; 6.Any otherremedy available atlawor equity. C.TheCounty Manager is authorized to terminate thisAgreementonbehalfofthe County. D.DamagesSustained.Notwithstandingtheabove,the Provider shallnotberelieved of liability tothe County for damages sustained bythe County by virtue ofany breach ofthe Agreement,and the County may withhold any payments tothe Provider until such time as the exactamountofdamagesduetheCountyisdetermined.TheCountymayalsopursueany remedies available atlaworequitytocompensate for anydamages sustained bythebreach.The Provider shall be responsible for all direct and indirect costs associated withsuch action, including attorney's fees. XIII.TERMINATIONBY EITHER PARTY.Both parties agreethatthis Agreement maybe terminated byeither party heretoby written noticetotheother party ofsuchintentto terminate at least thirty (30)days prior tothe effective date ofsuch termination.TheCounty Manager is authorizedto terminate this Agreement onthebehalfofthe County. XIV.PAYMENT PROCEDURES.TheCounty agrees topaythe Provider for servicesrendered under this Agreement based onthe payment schedule,thelineitem budget,orboth,which are incorporated herein and attached hereto as Attachment B.Payment shall bemadein accordance with procedures outlined below in the Department's General Procedures Manual and if applicable,the Sherman S.Winn Prompt Payment Ordinance (Ordinance 94-40). A.Reimbursement and Advances.Thepartiesagreethatthisisacost-basis Agreement and that the Provider shall be paid through reimbursement payment based onthe budget approved under this Agreement (See Attachment B)and when documentation of service delivery is provided.An advance uptothe total amount payable under this Agreement maybe paid tothe Provider inonelumpsum payment.An advance ofupto twenty-five percent (25%) ofthe total amountpayableunderthisAgreementmaybepaidtothe Provider ifapprovedin writing bythe Department.An advance of more than twenty-five percent (25%)maybe paid to theProviderif approved in writing by the County Manager. The Provider's request for advancepaymentmustbe submitted inwritingandmust specify the reasons and justifications for such advance payment.It neednotbe accompanied by a detailed expenditure report.TheCounty shall havethesole discretion inchoosingwhetheror nottoprovideanyadvancepaymentsandisnotobligatedtodosounderanycircumstances. 8 of 16 A Provider shall limit its request foranadvancetoonceduringthetermofthis Agreement.If a Provider needs an additional advance for good cause shown it shall request it in writingfrom the County Manager. B.No Payment ofSubcontractors.InnoeventshallCountyfundsbeadvanced directly toanysubcontractor hereunder. C.Requests for Payment.The County agrees to pay or reimburse all budgeted costs incurred by the Provider which are allowable under County guidelines.In order to receive payment for all costs,the provider shall submit the Department of Human Services Monthly Reimbursement Request form ona monthly basis tothe Department.Monthly reimbursement requests and accompanying documentation must be received by the Department no later than the 15,h ofthe month following the month for which reimbursement is requested.Payment shall be made bythe County Finance Director upon presentation of monthly operating payment requests,approved by the Director/Designee ofthe Provider's Agency and the Department. The County will not approve payments for in-kind or volunteer services provided bythe Provider onbehalfofthe project.TheDepartment shall accept originals ofinvoices,receipts andother evidence ofindebtednessasproofofexpenditure.Whenoriginaldocumentscannot be produced,the Provider must adequately justify their absence in writing and furnish copies as proofofthe expenditures. D.Processing the RequestforPayment.Afterthe Department reviewsandapproves the payment request,the Department will submit a check request tothe County's Finance Department.The County's Finance Department will issue and mail the check directly to the Provider atthe address listed on page one (1)ofthis Agreement,unless otherwise directed bythe Provider in writing.The parties agree that the processing ofa payment request from date of submission shalltakea minimum ofthirty (30)days from receipt,ifsupport documentation/invoices are properly documented.It is the responsibility ofthe Provider to maintainsufficientfinancialresourcestomeettheexpensesincurredduringtheperiodbetween the provision ofservicesandpaymentbythe County. Failuretosubmit monthly reimbursement requestsinamannerdeemedcorrect and acceptable by the County,by the 15,h day of each month following the month in which the service was delivered,shall be considered a breach ofthis agreement andmay result in termination of this Agreement. E.Final RequestforPayment.A final requestforpayment from theProvider will be accepted by the Department up to forty-five (45}days after the expiration of this Agreement.If the Provider fails to comply,all rights to payment shall be forfeited.Therequest for the final payment may include accruals of the personnel costs listed in Attachment B which the Provider is obligated to pay after the close of the period for services provided within the term ofthe Agreement. 9 of16 F.Advance Lump Sum.If the Provider receives an advance lump sum payment of thetotalamountpayable,theProvidershallsubmitproofofexpenditureandadetailed expenditure report within ninety (90)days after receipt oftheadvancelumpsum payment.If additionaltimeis needed,theProvidershallsubmitawritten request foran extension oftimeto the Department.Failure to provide proof of expenditure anda detailed expenditure report shall be considered a breach ofthis Agreement. G.Closeout Report/Recapture of Funds.Upon execution ofthisContract,the Provider shall submitaCloseoutReporttotheDepartmentnomorethan forty-five (45)daysafter the expiration ofthis Contract.This report shall include a cumulative year-end summary of Provider's performance and actual fiscal expenditures.If after receipt ofthis Closeout Report,the Department determines thatthe Provider has been paid funds notinaccordance with the Contract,andtowhichitisnotentitled,theProvidershallreturnsuchfundstotheCountyor submit appropriate documentation.The County shall have thesole discretion in determining if the Provider is entitled tosuchfundsandthe County's decision onthis matter shallbe binding. Additionally,anyunexpendedor unallocated funds shall berecapturedbytheCounty. H.Reportof Capital Inventory.If thereistobeno subsequent contractual relationship between Miami-Dade County andthe Community Based Organization,a capital inventory reconciliation against themostrecent Miami-Dade Countapprovedinventoryreport mustbecompletedand given to DHS Contract Management Division withinseven (7)daysprior tothe contract terminationandexpirationdate.Miami-DadeCounty,atalaterdate,will establishwiththeCommunity Based Organizationamutuallyagreeduponschedulefor disposition of the inventory. I.DHS Contract Management Manual.All requests for payment will be processed pursuant tothe Department's General Procedures Manual.TheDepartmentwillprovidea copy of thisManualtoProvider. XV.PROHIBITED USE OF FUNDS. A.Adverse Actions or Proceeding.The Provider shall not utilize County funds to retain legal counselforanyactionor proceeding against theCountyoranyofits agents, instrumentalities,employeesor officials.The Provider shall notutilizeCountyfundstoprovide legal representation,advice or counsel toanyclient in any action or proceeding against the County oranyofits agents,instrumentalities,employees or officials. B.ReligiousPurposes.County fundsshallnotbeusedfor religious purposes. C.Commingling Funds.TheProvidershallnot commingle funds provided under this Agreement withfunds received from anyother funding sources. 10 of16 XVI.RECORDS.REPORTS.AUDITS.MONITORING AND REVIEW. A.Certificate of Corporate Status.The provider must submit to the Department, within thirty (30)days from thedateof execution of this Agreement,a certificate of status inthe name ofthe provider,which certifies the following:thatthe provider is organized underthe laws oftheStateofFlorida;thatallfeesandpenaltieshavebeenpaid;thattheprovidersmostrecent annual report has been filed;that its status is active;and thatthe provider hasnot filed an Article of Dissolution. B.BoardofDirectorRequirements.TheProvidershallinsurethatthe Board of Directors is apprised ofthe fiscal administrative and agreement obligations ofthe project funded through the Department by passage ofa formal resolution authorizing execution ofthe agreement withthe County.Acopyofthe resolution must be forwarded withthe Agreement. C.Proof of TaxStatus.TheProviderisrequiredto submit totheCountythe following documentation:(a)The I.R.S.tax exempt status determination letter;(b)the most recent I.R.S.form 990;(c)theannual submission of I.R.S.form990within (6)monthsafterthe Provider's fiscal yearend;(d)IRS 941 -Quarterly Federal Tax Return Reports within thirty-five (35)days after the quarter endsand if the 941 reflects a tax liability,proof of payment must be submittedwithinsixty (60)daysafterthequarterends. D.Accounting Records.TheProvidershallkeep accounting records which conform with generally accepted accounting principles.All such records will be retained bythe Provider fornotlessthan three (3)yearsbeyondthetermofthisAgreement. E.Financial Audit.If the Providerhasoris required to have an annual certified public accountant's opinion and related financial statements,the Provider agrees to provide thesedocumentstothe Department nolaterthanonehundredeighty (180)calendardays following theendofthe Provider's fiscal year,for eachyear during whichthis Agreement remainsinforceoruntilallfunds earned fromthis Agreement have been so audited,whichever is later. F.Access toRecords:Audit.TheCountyreserves the rightto require theProviderto submittoanauditbyanauditoroftheCounty'schoosing.TheProvidershallprovideaccessto allofitsrecordswhichrelatetothisAgreementatitsplaceofbusiness during regularbusiness hours.The Provider agreestoprovidesuch assistance asmaybenecessaryto facilitate their review orauditbythe County to insure compliance withapplicableaccountingand financial standards. G.Office of Miami-Dade County Inspector General.Miami-Dade County has established the Office of Inspector General whichisempoweredto perform randomauditsonall County contracts throughout the duration ofeach contract.Grant recipients are exempt from paying thecostoftheauditwhichis normally Va of1%ofthetotalcontractamount. 11 of 16 The Miami-Dade County InspectorGeneralis authorized and empowered to review past, presentandproposed County andPublicHealthTrustprograms,contracts,transactions, accounts,recordsandprograms.In addition,the Inspector General has the power to subpoena witnesses,administer oaths,require the production of recordsand monitor existing projects and programs.Monitoring of an existing projectorprogram may include areport concerning whether theprojectison time,within budget andin compliance with plans,specifications and applicable law. TheInspectorGeneralis empowered to analyze the necessity of and reasonableness of proposedchangeorderstothe Contract.TheInspectorGeneralis empowered toretainthe servicesof independent privatesectorinspectorsgeneraltoaudit,investigate,monitor,oversee, inspectand review operations,activities,performanceand procurement process including but notlimitedtoprojectdesign,bidspecifications,proposal submittals,activities of theProvider,its officers,agentsand employees,lobbyists,Countystaffand elected officialstoensure compliance withcontract specifications andto detect fraud andcorruption. Uponten(10)dayspriorwrittennoticetotheProvider from theInspectorGeneralor IPSIG retainedbytheInspectorGeneral,the Provider shallmakeallrequestedrecordsand documents availableto the InspectorGeneralor IPSIG for inspection and copying.The Inspector Generaland IPSIG shallhave the righttoinspectand copy all documents andrecordsinthe Provider'spossession,custody orcontrol which,intheInspector General's or IPSIG's sole judgment,pertainto performance of thecontract,including,but not limited tooriginal estimate files,worksheets,proposalsandagreementsfromand with successful and unsuccessful subcontractors and suppliers,allproject-related correspondence,memoranda,instructions, financial documents,construction documents,proposaland contract documents,back-charge documents,all documents andrecords which involve cash,tradeor volume discounts,insurance proceeds,rebates,or dividends received,payrollandpersonnelrecords,and supporting documentation for the aforesaid documents and records. The provisions inthis section shall apply totheProvider,itsofficers,agents,employees, subcontractorsandsuppliers.TheProvidershallincorporate the provisionsinthis section inall subcontractors andall other agreements executed by the Provider in connection with the performance of the contract. Nothing inthiscontractshallimpairany independent right of the County to conduct audit or investigative activities.Theprovisions of thissectionare neither intended norshall they be construed to impose anyliabilityon the County by the Providerorthirdparties. H.Independent Private Sector Inspector General Reviews.Pursuantto Miami-Dade County Administrative Order3-20,theProviderisawarethatthe County has the righttoretain theservices of an Independent PrivateSectorInspectorGeneral(hereinafter "IPSIG"),whenever the County deems it appropriate todoso.Upon written notice from the County,the Provider shall make available to the IPSIG retained by the County,all requested records and documentation pertaining tothis Agreement for inspection and copying.The County shallbe responsible for the payment of these IPSIG services,and under no circumstance shall the Provider's budget andany changes thereto approved by the County,be inclusive of any charges relatingto these IPSIG services. 12 of 16 The terms ofthis provision herein,apply to the Provider,itsofficers,agents,employees, subconsultants andassignees.Nothing contained inthisprovisionshallimpairany independent rightofthe County to conduct anauditorinvestigatethe operations,activitiesand performance ofthe Provider in connection withthis Agreement.The terms ofthis Section shall not impose any liability ontheCountybytheProvideroranythirdparty. I.Progress Reports.TheProvidershallfurnish the Department with written monthly progressreports(Attachment F)onthe achievement ofitsgoalsas outlined initsScopeof Services.ThereportsshallexplaintheProvider'sprogressforthatmonth.Thedatashouldbe quantified when appropriate.Said reports areduebythe 15th dayofthe month following the endof each month.Thefinalprogress report shallbe due forty-five(45)daysafter the expirationor termination ofthisAgreement. J.Monitoring:Management Evaluation and Performance Review.This section shallpertain only toProviders whose funding allocation under this Agreement is $10,000 or moreor whose funding allocation becomes $10,000 ormore during the term ofthis Agreement. The Provider agreestopermit County personnel toperform random unscheduled monitoring,reviewsand evaluations oftheprogramwhichis the subject ofthisAgreement.The Departmentshallmonitorboth fiscal andprogrammatic compliance withallthetermsand conditions of the Agreement.TheProvidershallpermitthe Department to conduct sitevisits, client assessment surveys,and other techniques deemed reasonably necessary to fulfill the monitoring function.Areportofthe Department's findingswillbe delivered to the Provider and theProviderwillrectifyalldeficienciescitedwithintheperiodoftime specified in the report.If such deficiencies are not corrected within the specified time,the County may suspend payments or terminate thisAgreement.The Department shall conduct one ormoreformal management evaluation and performance reviewsoftheProvider.Continuation ofthis Agreement orfuture fundingis dependent uponsatisfactory evaluation conclusions. K.Client Records.The Provider shall maintain a separate individual case filefor each client/family served.This case fileshall include all pertinent information regarding case activity.Ata minimum,the case filewill contain referral and intake information,treatment plans,and case notes documenting thedatesservices were provided and the kindof service provided.These filesshallbe subject totheauditand inspection requirements under Article XVI Section F,G,H and Jofthis Agreement. XVII.SUBCONTRACTORS and ASSIGNMENTS. A.Subcontracts.The parties agree that no assignment or subcontract willbe made orletin connection with this Agreement without the prior written approval of the Department, which shall not be unreasonably withheld,and that all subcontractors or assignees shallbe governed by the terms and conditions ofthis Agreement. 13 of16 B.If thisAgreementinvolvestheexpenditureof $100,000 ormorebytheCountyand the Provider intends touse subcontractors to provide the services listedin the Scope ofService (Attachment A)orsupplierstosupplythematerials,theProvidershallprovidethenamesofthe subcontractors and suppliers on the form attached asAttachmentG.Provider agrees thatitwill notchangeorsubstitutesubcontractorsorsuppliersfromthoselistedinAttachmentGwithout prior written approval oftheCounty. XVIII.MISCELLANEOUS. A.Publicity.Itis understood and agreed between the parties hereto that this Provider isfundedbyMiami-DadeCounty.Further,bythe acceptance of these funds,the Provideragrees thateventsfundedbythisAgreementshallrecognizetheCountyasafundingsource.The Provider shall ensure that all publicity,public relations,advertisements and signs recognizes the Countyforthesupportofallcontractedactivities.Thisistoinclude,butisnotlimitedto,all postedsigns,pamphlets,wallplaques,cornerstones,dedications,notices,flyers,brochures, news releases,media packages,promotions,andstationery.Theuseof the official County logo ispermissible.TheProvidershallensurethatallmediarepresentatives,when inquiringabout theactivitiesfundedbythiscontract,areinformedthattheCountyisitsfunding source. B.Agreement Guidelines.This Agreement is made in the State of Florida and shall begovernedaccordingtothelawsoftheStateof Florida.Proper venue forthisAgreementshall be Miami-Dade County,Florida. C.Modifications and Change Orders.Any alterations,variations,modifications, extensions or waivers of provisions ofthis Agreement including but not limited to amount payableandeffectivetermshallonlybevalidwhentheyhavebeenreducedtowriting,duly approvedandsignedbybothpartiesandattachedtotheoriginalofthisAgreement. The County andProvider mutually agree that modification of the Scope ofService, schedule ofpayments,billingandcash payment procedures,setforth herein and other such revisionsmaybenegotiatedasawritten amendment tothis Agreement between the parties. The County Manager is authorized tomake modifications tothis Agreement as described herein on behalf of the County. The Office of the Inspector General shallhave the power to analyze the need for,and the reasonableness of proposed change orders. D.Counterparts.This Agreement issignedinfive(5)counterparts,and each counterpart shall constitute anoriginalofthisAgreement. E.Headings.Useof Singular and Gender.Paragraph headings are for convenience onlyandarenot intended to expand orrestrict the scope or substance of the provisions ofthis Agreement.Wherever used herein,the singular shall include the pluralandpluralshall include thesingular,and pronouns shallbereadas masculine,feminine or neuter as the context requires. 14 of16 F.Totality of Agreement/Severabilitv of Provisions.This sixteen (16)page Agreement withit recitals onthe first page ofthe agreement andwithits attachments as referenced below contain all the terms and conditions agreed upon by the parties: Attachment A: Attachment B: Attachment C: Attachment D: Attachment D1: Attachment D2: Attachment E: Attachment F: Attachment G: Attachment H: Scope of Services Budget Payment Request Miami-Dade County Affidavits Code of Business Ethics Miami-Dade Debarment Disclosure Affidavit State Public Entities Crime Affidavit Progress Report Form List of Subcontractors and Suppliers Living Wage Requirement NootherAgreement,oral orotherwise,regarding thesubjectmatterofthisAgreement shall be deemed toexistorbindanyofthe parties hereto.Ifanyprovisionofthis Agreement isheld invalidor void,the remainderofthis Agreement shallnotbeaffected thereby ifsuchremainder would then continue to conform to the termsand requirements of applicable law. 15 of 16 IN WITNESS WHEREOF,the parties havecausedthisContracttobe executed bytheir respectiveand duly authorized officersasofthedayandyear first above written. (SEAL) ATTEST: AGENCY NAME By:By: (Signature of Authorized Representative)(Signature of Authorized Representative) Type or Print Name Witnesses: By: (Signature) Type or Print Name ATTEST: HARVEY RUVIN,CLERK By: DEPUTY CLERK Type orPrint Name By: (Signature) Type orPrint Name MIAMI-DADE COUNTY,FLORIDA By: 16 of 16 STEVE SHIVER COUNTY MANAGER