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HomeMy WebLinkAbout2020-030-3429 LHMG CDC REACH Contractor RESOLUTION NO. 2020-030-3429 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, ALLOCATING 2ND YEAR GRANT FUNDING FOR THE LHMG INITIATIVE FROM THE DEPARTMENT OF HUMAN SERVICES, CENTERS FOR DISEASE CONTROL AND PREVENTION (CDC), RACIAL AND ETHNIC APPROACHES TO COMMUNITY HEALTH (REACH); AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST RESPECTIVELY, CONTRACTOR AGREEMENTS FOR THIS PURPOSE IN SUBSTANTIAL FORM AS THAT AGREEMENT, ATTACHED HERETO AS EXHIBIT A; PROVIDING FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, LHMG partnered, with the Health Foundation of South Florida and several community organizations to submit a multi-year grant to the Department of Human Services, Centers for Disease Control and Prevention (CDC), Racial and Ethnic Approaches to Community Health (REACH) (CDC-RFA-DP18-1813), and WHEREAS, as a result ,Miami Gardens was awarded a five-year (2018-2023) grant to provide programming that improves health, prevents chronic diseases, and reduces health disparities among racial and ethnic populations in Miami Gardens with the highest risk, or burden, of chronic disease, and WHEREAS, Year 1 of CDC REACH project was implemented by the LHMG in 2019 and is a multi-disciplinary, cross-sector collaboration of community stakeholders and organizations, and WHEREAS, as a requirement of the CDC's Notice of Funding Availability (NOFA), the initiative required the use of the Collective Impact approach and partnership with multiple organizations to implement the funded strategies, and RESOLUTION NO. 2020-030-3429 WHEREAS, Grant approval also required LHMG to demonstrate a history of successfully working with an established coalition in addressing the aforementioned health disparities, and WHEREAS, the following partners were approved as part of the Year 1 application, based on their history and expertise in the strategic areas, preset and approved by the CDC: • Alliance for a Healthier Generation • Catalyst Miami • Common threads • Florida Impact • Jessie Trice Community Health System • QQ Consultants • Urban Health Partnerships • Urban Oasis Project WHEREAS, these partners signed a one-year agreement, however they will continue with implementation of the actual strategies in Year 2, as most of the work in Year 1 was related to conducting community assessments and analysis. WHEREAS, also for Year 2, three new partners have been selected, based on their area of expertise, to assist with implementing the approved strategies, and WHEREAS, the CDC has approved the addition of these three new partners as a part of the Year 2 Scope of Work: • Flipany • Changelabs • Power Broker Page 2 of 6 RESOLUTION NO.2020-030-3429 WHEREAS, for year two (2) Six Hundred Ninety-Two Thousand Five Hundred and Eighty-Eight Dollars ($692,588.00) from the CDC REACH project Grant Award is available for organizations, and WHEREAS, City Staff recommends the City Council for the City of Miami Gardens allocates year two (2) CDC REACH project Grant Award Funds as follows.. A. $64,775.60 to Alliance for a healthier generation B. $60,268.00 to Catalyst Miami C. $5,399.40 to Common threads D. $61,200.00 to Florida Impact E. $60,880.00 to Jessie Trice Community Health System F. $73,045.00 to QQ Consultants G. $72,000.00 to Urban Health Partnerships H. $13,221.50 to Urban Oasis Project I. $10,664.38 to Flipany J. $3,400.00 to Changelabs K. $8,000.00 to Power Broker NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA AS FOLLOWS: Section 1 : ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. Section 2: AUTHORIZATION: The City Council of the City of Miami Gardens hereby allocates the 2nd Year Grant funding for the LHMG initiative from the Page 3of6 RESOLUTION NO. 2020-030-3429 Department of Human Services, Centers for Disease Control and Prevention (CDC), Racial and Ethnic Approaches to Community Health (REACH) funds as follows: L. $64,775.60 to Alliance for a healthier generation M. $60,268.00 to Catalyst Miami N. $5,399.40 to Common threads O. $61,200.00 to Florida Impact P. $60,880.00 to Jessie Trice Community Health System Q. $73,045.00 to QQ Consultants R. $72,000.00 to Urban Health Partnerships S. $13,221.50 to Urban Oasis Project T. $10,664.38 to Flipany U. $3,400.00 to Changelabs V. $8,000.00 to Power Broker The City Council further authorizes the City Manager and the City Clerk to execute and attest respectively, Contractor Agreements for this purpose, attached hereto as Exhibit A. Section 3: INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby authorized to obtain two (2) fully executed copies of the subject Agreements with one to be maintained by the City, and one to be delivered to each organization. Section 4: EFFECTIVE DATE: This Resolution shall take effect immediately upon its final passage. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON FEBRUARY 26, 2020. Page 4 of 6 RESOLUTION NO 2020-030-3429 Moved by: Vice Mayor Rodney Harris Second by: Councilwoman Lillie Q. Odom VOTE: 7-0 Mayor Oliver Gilbert III X (Yes) (No) Vice Mayor Rodney Harris X (Yes) (No) Councilman Reggie Leon X (Yes) (No) Councilwoman Lillie Odom X (Yes) (No) Councilwoman Katrina Wilson X (Yes) (No) Councilman David Williams Jr. X (Yes) (No) Councilman Erhabor Ighodaro, Ph.D. X (Yes) _(No) Page 5 of 6 RESOLUTION NO 2020-030-3429 OLIVER GILBERT, III, MAYOR ATTEST: MARIO BATAILLE, CMC, CITY CLERK PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY SPONSORED BY: CAMERON D. BENSON, CITY MANAGER Page 6of6 RESOLUTION NO 2020-030-3429 CITY OF MIAMI GARDENS, FLORIDA CDC REACH PROJECT CONTRACTOR AGREEMENT THIS AGREEMENT (hereinafter the "Agreement") is entered into this between the City of Miami Gardens, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY") and a Florida corporation (hereinafter referred to as the "CONTRACTOR"). FUNDING SOURCE: Department of Health and Human Services. Centers for Disease Control and Prevention. Racial and Ethnic Approaches to Community Health (CDC. REACH) AMOUNT: TERM OF THE AGREEMENT: In accordance with the policy of the CITY, the undersigned, (either the President/CEO or Executive Director of the above listed CONTRACTOR or an agent with signatory authority), does hereby acknowledge that a CONTRACTOR Agreement of for a period of has been approved for the above stated project and as further described in the CONTRACTOR Agreement. The undersigned further agrees that the CONTRACTOR Award will be used only for the purpose as stated in this Agreement, as described in the Workplan and with no substantial variance to the approved budget unless prior approval in writing is obtained from the CITY. ARTICLE I EXHIBITS AND DEFINITIONS 1.1 WORKPLAN The Workplan developed jointly with the HOST AGENCY and the CONTRATOR and submitted to CDC REACH shall become attached hereto as Exhibit A to this Agreement and shall include the following: i. The description section shall detail the activities to be carried out by the CONTRACTOR as a result of the expenditure of CDC REACH funds. Where appropriate, it should list measurable objectives and define the who, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be served. These items shall be in sufficient detail to provide a sound basis to effectively monitor performance by the CONTRACTOR under this Agreement. ii. The Workplan shall also reflect the Start and End dates for all activities. 1.2 BUDGET The Budget attached hereto as Exhibit B, shall include: the CONTRACTOR'S Itemized Budget, Cost Allocation and Justification. 1 ARTICLE II TERMS AND PROCEDURES 2.1 CITY AUTHORIZATION For the purpose of this Agreement, the HOST AGENCY will act on behalf of the City in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 2.2 EFFECTIVE DATE AND TERM This Agreement shall begin on OBLIGATIONS OF CONTRACTOR The CONTRACTOR shall carry out the services and activities as prescribed in its Workplan, which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and satisfactory to the CITY, and in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, and as set forth by the CDC REACH and the CITY. 2.4 LEVEL OF SERVICE Should start-up time for the Workplan be required or in the event of the occurrence of any delays in the activities thereunder, the CONTRACTOR shall immediately notify the HOST AGENCY in writing, giving all pertinent details and indicating when the Workplan shall begin and/or continue. It is understood and agreed that the CONTRACTOR shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 2.5 FINANCIAL ACCOUNTABILITY The HOST AGENCY reserves the right to audit the records of the CONTRACTOR at any time during the performance of this Agreement and for a period of three years after its expiration/termination. The CONTRACTOR agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to the CONTRACTOR are subject to reduction for overpayments on previously submitted invoices. 2.6 RECORDS The CONTRACTOR shall establish and maintain sufficient records to enable the HOST AGENCY to determine whether the CONTRACTOR has met the requirements of the CDC REACH Program. At a minimum, the CONTRACTOR must maintain records providing a full description of each activity completed (or being completed) with CDC REACH funds, including its location (if the activity has a geographical locus), and the amount of CDC REACH funds, budgeted, obligated and expended for the activity. 2 2.7 MONITORING The CONTRACTOR shall permit the HOST AGENCY and other persons duly authorized by the CITY to inspect all Agreement records, facilities, goods, and activities of the CONTRACTOR, which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the CONTRACTOR. Following such inspection or interviews, the HOST AGENCY will deliver to the CONTRACTOR a report of its findings. The CONTRACTOR will rectify all deficiencies cited by the HOST AGENCY within the specified period of time set forth in the report or provide the HOST AGENCY with a reasonable justification for not correcting the same. The HOST AGENCY will determine in its sole and absolute discretion whether or not the CONTRACTOR'S justification is acceptable. At the request of the HOST AGENCY, the CONTRACTOR shall transmit to the HOST AGENCY written statements of the CONTRACTOR's official policies on specified issues relating to the CONTRACTOR's activities. The HOST AGENCY will carry out monitoring and evaluation activities, including visits and observations by HOST AGENCY staff, the CONTRACTOR shall ensure the cooperation of its employees and its Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the HOST AGENCY or obtained through monitoring and evaluation by the HOST AGENCY shall constitute cause for the CITY to terminate this Agreement. 2.8 FUNDING RESTRICTIONS AND LIMITATIONS i. CONTRACTOR may not use funds for research. ii. CONTRACTOR may not use funds for clinical care except as allowed by law. iii. CONTRACTOR may use funds only for reasonable program purposes, including personnel,travel, supplies,and services. iv. Generally, recipients may not use funds to purchase furniture or equipment. Any such proposed spending must be clearly identified in the budget. V. Reimbursement of pre-award costs generally is not allowed, unless the City provides written approval to the CONTRACTOR. vi. Other than for normal and recognized executive-legislative relationships, no funds may be used for: a. Public or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body b. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before any legislative body. ARTICLE III OTHER REQUIREMENTS DUE THROUGHOUT THE FUNDING PERIOD 3.1 ENGAGEMENT IN THE LIVE HEALTHY MIAMI GARDENS INITIATIVE This project is being funded through CDC REACH dollars which have been allocated to directly support the Live Healthy Miami Gardens, REACH RISE Project, a Collective Impact effort. Collective Impact occurs when organizations from different sectors agree to solve a specific social problem using a common agenda, aligning their efforts, and using common measures of success. By agreeing to implement this project, the CONTRACTOR is agreeing to 3 become a partner in the initiative throughout the duration of this project. Through this project, the CONTRACTOR will be required to communicate and collaborate with multiple stakeholders, including but not limited to the following: i. HOST AGENCY: The HOST AGENCY (described by Collective Impact as the "Backbone" Organization) has been assigned to the role of primary coordinator and convener for the initiative as a whole. The CONTRACTOR is expected to work with the HOST AGENCY liaison on a regular basis to ensure successful coordination and implementation of the strategies and activities in the CDC REACH RISE Workplan. All events or activities should be communicated with the HOST AGENCY in advance so that they can be promoted and publicized through the initiative's network. Additionally, any barriers or challenges that arise related to the project should be communicated with the HOST AGENCY in a timely manner so they can help problem- solve. ii. SUB-COUNCILS: In order to maximize collaboration and coordination of initiative efforts, the CONTRACTOR will be required to become a member of a LHMG Sub- Council. In addition to becoming a member, a representative of the CONTRACTOR's project team must attend each monthly meeting of the Sub-Council and give an oral and written update on the progress of this project (including any barriers, challenges, needs, or successes). A reporting template will be provided by the HOST AGENCY for the written updates to the Sub-Council. The CONTRACTOR will be required to submit the written updates to the HOST AGENCY a minimum of 1 week prior to the Sub- Council meeting (a representative from the HOST AGENCY will send reminders and specific due dates each month). A minimum of one team member from the CONTRACTOR's organization/team must be designated to attend these meetings each month. The schedule for these meetings will be distributed by the HOST AGENCY liaison. (Note: there are different Sub-Council for each Health Impact Area in the initiative but the CONTRACTOR will only be required to be a part of the Sub-Council that is most directly aligned with this project). iii. COMMUNITY RESIDENTS: As a Collective Impact initiative, the Live Healthy Miami Gardens initiative seeks to fully engage residents of the community in planning, implementation, and evaluation activities. Whenever feasible, the CONTRACTOR should seek resident input on this project to ensure that the needs of the community are incorporated. iv. OTHER STAKEHOLDERS: In addition to regular, frequent communication with the HOST AGENCY and the Sub-Council(s), the CONTRACTOR may be required to collaborate with other community stakeholders or organizations to ensure best possible alignment of resources and mutually reinforcing activities. 3.2 EVALUATION CONSULTANT The CONTRACTOR will be required to work with the Evaluation Team (ET) who will be assigned to the REACH RISE Project by the HOST AGENCY. The ET will work with the CONTRACTOR to develop an Evaluation Plan and identify data to be collected for this project. The CONTRACTOR will be expected to participate in the evaluation process by collecting data and reporting on project outcomes. 3.3 OUTREACH WITH ELECTED OFFICIALS The HOST AGENCY recognizes that only through collaborative effort can we successfully establish a more health promoting public policy environment. As a result, the CONTRACTOR 4 may be asked to work with the HOST AGENCY to engage and inform selected elected officials on public policy issues relating to this CDC REACH project and the CONTRACTOR's organization as a whole. 3.4 REPORTING Monthly Progress and Final Reports must be submitted electronically to the HOST AGENCY by the 10th of each month. The HOST AGENCY will provide a monthly reporting form for all project related activities. 3.5 ORGANIZATIONAL STATUS CHANGES The CONTRACTOR agrees to notify the HOST AGENCY project liaison in writing within two weeks of any changes in organizational status that may impact this Agreement including but not limited to: key personnel such as senior or project staff, organizational name,tax status, and organizational address. 3.6 OTHER ORGANIZATIONAL CHANGES The CONTRACTOR agrees to notify the HOST AGENCY project liaison of any organizational changes, such as new address or contact information to ensure that proper communications with the HOST AGENCY is maintained. 3.7 REDIRECTION OF FUNDS Redirection of funds occurs when the HOST AGENCY along with the CONTRACTOR determines that a project can be improved if approved funds are moved from one budget category to another within the current budget period. The revised budget must be detailed in nature to support all proposed costs as identified on the approved application. The CONTRACTOR must ensure that a revised budget does not exceed 25% of the total budget. A revised budget, redirection, and reallocation of funds are one in the same. They all arrive to CDC as a request from the recipient to augment the budget. All Redirection of Funds must be approved ahead of time by the HOST AGENCY and ultimately by the CDC. 3.8 COMMUNICATIONS AND PUBLICITY To increase awareness for the work that will be done through this grant, the CONTRACTOR is encouraged to strategically communicate about the project with key stakeholders and the general public. When promoting the grant, project, and/or CONTRACTOR participation in the initiative,the CONTRACTOR shall: i. State the amount of funding made available from the CDC REACH. ii. Contact Thamara Labrousse, Program Director, City of Miami Gardens, Live Healthy Miami Gardens (tlabrousse@miamigardens.org or 305-914-9072), to coordinate any press releases or submissions to media or news outlets. Any such materials should be reviewed and approved by the HOST AGENCY prior to publication (a Communications Guide may be accessed through the HOST AGENCY). iii. Include the following language in any press release or submissions to media or news outlets: Live Healthy Miami Gardens is a multi-year project aimed at making the City of Miami Gardens a healthier place to live, work and play. The project focuses on bringing the community together, developing a plan of action, increasing coordination, and making change that improves the health of Miami Gardens residents. The City of Miami Gardens is the primary coordinator of the project. The project is funded by the Health Foundation of South Florida, and the CDC (Centers for Disease Control and Prevention, Racial and Ethnic Approached to Community Health 5 (REACH). iv. Invite HOST AGENCY staff to any grant-related event where media will attend. V. Include the City of Miami Gardens, Live Healthy Miami Gardens, CDC-REACH, and HFSF logos on all communications and publicity, including flyers, collateral materials, websites, email blasts, brochures and posters. Logos for each entity can be obtained by contacting the HOST AGENCY. vi. Tag LHMG in all social media posts using social media tools such as Facebook, Instagram, YouTube, and Twitter. The initiative can also be found on these social media sites under the name "LHMG." Refer to the LHMG's Communications Guide for additional communications and media assistance (the guide can be obtained by contacting the HOST AGENCY). 3.9 WORK PRODUCTS All work products of this project must be delivered to the HOST AGENCY in an editable file format no later than the end date of the grant period. Files may be delivered via email, cloud-based file sharing (e.g. Dropbox), or another electronic method (e.g. USB drive). 3.10 SUCCESS STORIES For projects providing health related services to community residents, the CONTRACTOR will be required to provide at least two stories of individuals who have benefited from the grant and have given permission to share their success stories. The stories should be submitted before the end of the grant period. 3.11 FOOD &BEVERAGES In the event that food and/or beverages are to be served for a meeting or event related to LHMG and served are nutritious and supportive of a healthy diet. Foods served should be high in fiber, free of added trans-fat, low in added fats, sugar, and sodium, respectful of cultural diversity and served in appropriate portion sizes consistent with USDA standards. 3.12 PAYMENTS Unless otherwise specified by the HOST AGENCY, payments will be issued monthly. Invoices should be submitted to the HOST AGENCY by the 10th of each month along with the appropriate backup. ARTICLE IV REMEDIES, SUSPENSION,TERMINATION 4.1 REMEDIES FOR NONCOMPLIANCE The HOST AGENCY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the CONTRACTOR, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the HOST AGENCY pay the CONTRACTOR an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the HOST AGENCY and the CONTRACTOR that any payment made in accordance with this Agreement to the CONTRACTOR shall be made only if the CONTRACTOR is not in default under the terms of this Agreement. If the CONTRACTOR is in default, the HOST AGENCY shall not be obligated and shall not pay to the CONTRACTOR any sum whatsoever. 6 If the CONTRACTOR materially fails to comply with any term of this Agreement, the HOST AGENCY may take one or more of the following courses of action: i. Temporarily withhold cash payments pending correction of the deficiency by the CONTRACTOR, or such more severe enforcement action as the HOST AGENCY determines is necessary or appropriate. ii. Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity or action not in compliance. Wholly or partly suspend or terminate the current CDC REACH funds awarded to the CONTRACTOR. iii. Withhold further CDC REACH grants to the CONTRACTOR. iv. Take all such other remedies that may be legally available. 4.2 SUSPENSION The HOST AGENCY may, for reasonable cause temporarily suspend the CONTRACTOR'S operations and authority to obligate funds under this Agreement or withhold payments to the CONTRACTOR pending necessary corrective action by the CONTRACTOR, or both. Reasonable cause shall be determined by the HOST AGENCY in its sole and absolute discretion, and may include: i. Ineffective or improper use of the CDC REACH Funds by the CONTRACTOR; ii. Failure by the CONTRACTOR to materially comply with any term or provision of this Agreement; iii. Failure by the CONTRACTOR to submit any documents required by this Agreement; or iv. The CONTRACTOR'S submittal of incorrect or incomplete documents. The HOST AGENCY may at any time suspend the CONTRACTOR'S authority to obligate funds, withhold payments, or both. The actions described above may be applied to all or any part of the activities funded by this Agreement. The HOST AGENCY will notify the CONTRACTOR in writing of any action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 4.3 TERMINATION L Termination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its funding source, the CITY may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the CONTRACTOR. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event the funding source reduces the CITY'S grant amount, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the CONTRACTOR pursuant to this Agreement. ii. Termination for Breach. The HOST AGENCY may terminate this Agreement, in whole or in part, in the event the HOST AGENCY determines, in its sole and absolute discretion that the CONTRACTOR is not materially complying with any term or provision of this Agreement. The HOST AGENCY may terminate this Agreement, in whole or in part, in the event that the HOST AGENCY determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the CONTRACTOR to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. iii. Unless the CONTRACTOR'S breach is waived by the HOST AGENCY in writing, the HOST AGENCY may, by written notice to the CONTRACTOR, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision 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. The provisions hereof are not intended to be, and shall not be, construed to limit the HOST AGENCY's right to legal or equitable remedies. ARTICLE X MISCELLANEOUS PROVISIONS 5.1 INDEMNIFICATION The CONTRACTOR shall hold the CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of the CONTRACTOR'S activities related to the Work Plan or otherwise under this Agreement, including all acts or omissions to act on the part of the CONTRACTOR and/or any persons acting for or on its behalf, and from and against any relevant orders, judgments, or decrees which may be entered against the CITY, and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense or investigation of any such claims or other matters. 5.2 AMENDMENTS No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the HOST AGENCY and by the CDC REACH in writing. 5.3 OWNERSHIP OF DOCUMENTS All documents developed by the CONTRACTOR under this Agreement shall be delivered to the HOST AGENCY upon completion of the activities required pursuant to this Agreement and shall become the property of the CITY, without restriction or limitation on their use if requested by the City. The CONTRACTOR agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the HOST AGENCY to the CONTRACTOR pursuant to this Agreement shall at all times remain the property of the HOST AGENCY and shall not be used by the CONTRACTOR for any other purpose whatsoever without the prior written consent of the CITY. 8 5.4 AWARD OF AGREEMENT The CONTRACTOR warrants that is has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 5.5 NON-DELEGABILITY The obligations undertaken by the CONTRACTOR pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the HOST AGENCY's prior written consent which may be granted or withheld in the Host Agency's sole discretion. 5.6 CONFLICT OF INTEREST The CONTRACTOR covenants that no person under its employ who presently exercises any functions or responsibilities in connection with CDC REACH program funded activities has any personal financial interest, direct or indirect, in this Agreement. The CONTRACTOR further covenants that, in the performance of this Agreement, no person having such a conflicting interest shall be employed. Any such interest on the part of the CONTRACTOR or its employees must be disclosed in writing to the City. The CONTRACTOR is aware of the conflict of interest laws of the City of Miami Gardens (Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), and agrees that it shall comply in all respects with the terms of the same. 5.7 NO OBLIGATION TO RENEW Upon expiration of the term of this Agreement, the CONTRACTOR agrees and understands that the CITY has no obligation to renew this Agreement. 5.8 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to the CDC REACH Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 5.9 COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAWS To the extent required by law, CONTRACTOR shall comply with the public records laws in accordance with Chapter 119, Florida Statutes. Specifically, CONTRACTOR agrees to comply with Section 119.0701, Florida Statutes. Public records shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency, as defined in Section 119.011, Florida Statutes, as amended. The CITY shall make the sole determination of which records, if any, are exempt from inspection. This clause shall serve the duration of the Agreement. IF THE CONTRACTOR OR CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR OR CONTRACTOR'S DUTY TO PROVIDE PUBLIC 9 RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 18605 NORTHWEST 27TH AVENUE, MIAMI GARDENS, FLORIDA 33056. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. Organization By: Name Date Title: Organization By: Cameron D. Benson Date Title: City Manager 10