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HomeMy WebLinkAboutCity of Tamarac Resolution R-2020-106 Temp. Reso. No. 13526 October 20, 2020 Page 1 of 4 CITY OF TAMARAC, FLORIDA RESOLUTION R-2020- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING THE AGREEMENT AND AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH MEALS ON WHEELS SOUTH FLORIDA TO PROVIDE ADMINISTRATION OF THE SENIORS FEEDING PROGRAM WITH CARES ACT FUNDS RECEIVED THROUGH BROWARD COUNTY, ATTACHED HERETO AS EXHIBIT "A", IN ACCORDANCE WITH THE CITY'S CODE OF ORDINANCES, SECTION 6-148(b) SOLE AND SINGLE SOURCE PROCUREMENT STANDARDS, FOR AN AMOUNT NOT TO EXCEED $154,000; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law, providing over $2 trillion in economic relief to assist with the impact of the COVID-19 pandemic, $8.3 billion of which was allocated to the State of Florida; and WHEREAS, Based on its population, Broward County (the County) qualified for a direct payment allocation and received $340,744,702 in funding from the Department of the Treasury under the Coronavirus Relief Funds program, Catalog of Federal Domestic Assistance ("CFDA") No. 21.019; and WHEREAS, the County wishes to subaward a portion of the funds it received from the CARES Act to Municipalities; and WHEREAS, the City of Tamarac (the City) is a sub-recipient as defined under 2 CFR § 200.93; and has been identified as an eligible local government that has incurred costs due to the COVID-19 public health emergency that are eligible for reimbursement under the Coronavirus Relief Fund Program, CFDA No. 21.019; and Temp. Reso. No. 13526 October 20, 2020 Page 2 of 4 WHEREAS, on September 23, 2020, the City Commission entered into a Sub- Award Agreement with Broward County for Cares Act Funding via Resolution R2020-096; and WHEREAS, by way of the Sub-Award Agreement, has provided a plan to the County detailing activities and services to be funded, benefiting persons impacted by COVID-19; and WHEREAS,the Seniors Feeding Program is one of the activities to be undertaken using the CARES Act funds from the County; and WHEREAS, the City desires to expand the Seniors Feeding Program to feed all 120 residents on the waiting list for meal delivery service with Meals on Wheels South Florida; and WHEREAS, Meals on Wheels South Florida has performed similar services with the City's ongoing CDBG public service programs; and WHEREAS, Meals on Wheels South Florida was selected to provide the services pursuant to Chapter 6, Article V. §6-148 (b), Sole and Single Source Procurements, of the Tamarac City Code, which provides for the selection of a Single or Sole Source when there is only one economically feasible source available to provide the required service(s); and WHEREAS, the Community Development Director approves the contract award to Meals on Wheels to deliver the needed services to the City's seniors; and WHEREAS, City Commission of the City of Tamarac, Florida deems it to be in the best interest of the health, safety and welfare of the citizens and residents of the City of Tamarac to approve the expansion of the Seniors Feeding Program and authorize the execution of an agreement with Meals on Wheels in an amount not to exceed $154,000 Temp. Reso. No. 13526 October 20, 2020 Page 3 of 4 from the CARES Act funds received through the County, attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: Section 1. The foregoing 'WHEREAS" clauses are hereby confirmed as being true and correct and are hereby made a specific part of this Resolution. Section 2. The City Commission of the City of Tamarac, Florida hereby approves the Agreement and authorizes the appropriate City Officials to execute Agreement with Meals on Wheels South Florida for the Seniors Feeding Program with CARES Act funds through the County, for an amount not to exceed $154,000, attached hereto as Exhibit "A". Section 3. The City Staff is hereby directed to take any and all action necessary to effectuate the intent of this resolution. Section 4. All resolutions or parts of resolutions on in conflict herewith be, and the same are hereby repealed to the extent of such conflict. Section 5. If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso. No. 13526 October 20, 2020 Page 4 of 4 Section 6. This Resolution shall become effective immediately upon its passage and adoption. PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THIS Dig DAY OF OCTOBER, 2020. CITY OF TAMARAC, FLORIDA M. le J. Gomez, YOR ATTEST: JEN ER HN ON 4CI CLERK RECORD OF COMMISSION VO1'F: MAYOR GOMEZ rs• DIST 1: V/M BOLTON I DIST 2: COMM.GELIN All DIST 3: COMM. FISHMAN ' DIST 4: COMM. PLACKO E. I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION A TO FORM: i/ _ xI io 2 /o, AMUEL . GO CITY ATTORNEY BROWARD COUNTY CARES ACT FUNDING AGREEMENT BETWEEN THE CITY OF TAMARAC AND HUMAN SERVICES NETWORK INC.,MEALS ON WHEELS SOUTH FLORIDA THIS GRANT AGREEMENT("Agreement")is entered into as of October 1 , 2020, between the CITY OF TAMARAC, a Florida municipal corporation, located at 7525 NW 88t1 Avenue Tamarac, Florida("City"),and Human Services Network Inc. Meals on Wheels South Florida,a not-for-profit Florida corporation located at 451 North State Road 7, Plantation, FL 33317 ("Subrecipient"), (collectively the"Parties"). WITNESSETH: WHEREAS, the City has been awarded Coronavirus Aid, Relief, and Economic Security ("CARES")funds by the U.S. Treasury through Broward County to provide services benefiting persons impacted by COVID-19,especially the elderly; and WHEREAS,the Subrecipient has performed similar services,including but not limited to the Scope of Services listed below("SERVICES");and WHEREAS,the City desires to engage the Subrecipient to render SERVICES;and WHEREAS,the Subrecipient was selected to provide the SERVICES pursuant to Chapter 6,Article V. §6-148(b), Sole and Single Source Procurements,of the Tamarac City Code, which provides for the selection of a Single or Sole Source when there is only one economically feasible source available to provide the required service(s);and WHEREAS, the Subrecipient qualifies as a sole source provider and has provided a detailed proposal, attached hereto as Exhibit`B1.";and WHEREAS,The Subrecipient fully understands that the funding of the SERVICES is provided by CARES funds and hereby agrees to all conditions and reporting requirements of the CARES fund program. NOW,THEREFORE,the Parties agree as follows: ARTICLE I SCOPE OF SERVICES The Subrecipient shall provide community based social services to the City's low and moderate- income population pursuant to the"Feeding Seniors Program", which is listed in the Scope of Services, (the"SERVICES,")which is attached hereto as Exhibit`B1". ARTICLE II CONDITION OF SERVICES The Subrecipient agrees to the following: a) The SERVICES shall benefit City residents. b) Manage contracts,paperwork,and invoices from sub-recipients for the Corona Virus Aid, Relief and Economic Security(CARES)Act. {00406669.22'A4-0501640} Page 1 of 11 c) Assist the City with maintaining grant files within guidelines specified by Federal funding source. d) Assist the City in drafting and completing needed annual reports to Federal and County agencies. e) Assist the City in communications with Federal and County agencies. f) Assist the City in Developing and implementing marketing and educational strategies for internal and external customers to improve participation in the applicable the program, including,but not limited to public presentations,brochures,and public expositions. g) Compile,prepare,and distribute needed reports and briefings to county, state and Federal and County agencies and the City Commission. h) Attend assigned meetings,presentations,and webinars on behalf of City staff. i) External Funding Requirements:This agreement is wholly or partially funded by grants, loans or programs administered by Federal governmental agencies or State governmental agencies,or both. To that end,the Subrecipient agrees to meet all applicable conditions or requirements of such grants, loans, or programs, regardless of whether or not such conditions or requirements are specifically identified or referenced in the agreement documents. These requirements may include record production,processing,and retention, cooperation in audits(both prior to and after completion).The agreement form has attached to it many exhibits that reflect requirements of such Federal and State funding. Subrecipient acknowledges and agrees that throughout the performance of this agreement that applicable federal law may be clarified,enacted or amended by legislation,case law, rule, or agency interpretation.As such Subrecipient, upon notification by the City or upon knowledge obtained by the Subrecipient and notice to the City shall comply with all applicable federal law.Subrecipient consents to the unilateral amendment of the agreement requirements by the City as it relates to any such clarified,enacted,or amended applicable federal law. Subrecipient shall notify the City within 3 business days following the date they are notified by the City of any amendment to these agreement requirements to dispute any such amendment. The disputed amendment shall remain in effect throughout the resolution of any dispute. ARTICLE III TERM OF AGREEMENT This Agreement shall be deemed effective as of October 1,2020,and shall terminate on December 31, 2020. ARTICLE N DEFAULT {00406669.22704-0501640} Page 2 of 11 a. For purposes of this Agreement(and the documents referenced or incorporated herein),a default shall include without limitation the following acts or events of the Subrecipient,its agents and employees, as applicable and as further detailed below: (1) Failure to(i)commence services within thirty (30)days from the date of this Agreement. (2) Failure to provide the documentation required to make the final payment of the grant within thirty (30) days from this Agreement's expiration date. (3) Failure to comply with applicable federal, state and local regulations and laws. (4) Breach regarding any of the terms and conditions of this Agreement. (5) Insolvency or bankruptcy. (6) Failure to maintain the insurance required by the City as described in Article XVI of this Agreement. (7) Failure to correct defects within a reasonable time as determined by the City. b. In the event of a breach,the City may exercise any and all rights including those rights expressed in Article V. c. Additionally,the City shall be entitled to bring any and all legal and/or equitable actions in Broward County,Florida,in order to enforce the City's right and remedies against the breaching party. The City shall be entitled to recover all costs of such actions including a reasonable attorney's fee,at trial and appellate levels,to the extent allowed by law. ARTICLE V TERMINATION The City and the Subrecipient agree that this Agreement may be terminated by either party for convenience upon written notice at least thirty(30)days prior to the effective date of such termination. The City may also suspend or terminate payment to the Subrecipient in whole or in part for cause. Cause shall include the following: 1) Failure to comply and/or perform in accordance with this Agreement;or 2) Failure to submit correct and complete reports as required by the terms of the Agreement. The City shall notify the Subrecipient in writing when payments are being suspended for cause. The notification shall include actions to be taken by the Subrecipient as a condition precedent to the resumption of payments and a reasonable date for compliance,which shall be no more than thirty(30)days from the notification date. {00406669.22 04-0501640} Page 3 of 11 It is further agreed that upon curtailment of, or regulatory constraints placed on the funds by HUD, this Agreement will terminate effective as of the time that it is determined by City such funds are no longer available. Upon termination of the Agreement,the Subrecipient and the City shall meet to determine if any amounts are to be repaid to the City. It is understood by and between the City and the Subrecipient that any payment made in accordance with this section to the Subrecipient shall be made only if the Subrecipient is not in breach under the terms of this Agreement. If the Subrecipient is in breach,then the City shall in no way be obligated and shall not pay any sum to the Subrecipient. ARTICLE VI AMENDMENTS Any alterations, variations, modifications,waivers, or provisions of this Agreement shall only be valid when they have been reduced to writing,duly approved and signed by both parties, and attached to the original of this Agreement. This Agreement contains all the terms and conditions agreed upon by the Parties. No other agreement, oral or otherwise,regarding the subject matter of this Agreement shall be deemed to exist or bind any of the Parties. ARTICLE VII METHOD OF PAYMENT Upon execution of this Agreement, the City shall make payments to the Subrecipient for expenditures incurred under this Agreement based on actual expenditures with supportive documentation in accordance with the program budget and implementation. The maximum amount payable under this contract is One Hundred Fifty Four Thousand and 00/100 Dollars($154,000.00)and shall represent the only source of funding received from the City for the Program. The entire amount must be invoiced by November 30,2020. It is expressly understood and agreed that in the event of curtailment or non-availability of Federal Grant funds,this Agreement will terminate effective as of the time that it is determined by the City that funds are no longer available. In the event of such determination,the Subrecipient agrees that it will not look to nor seek to hold liable the City for the performance of this Agreement and the City shall be released from further liability under the terms of this Agreement. This shall not release Subrecipient from the provisions of Article IX. All payments shall be governed by the requirements of the Local Government Prompt Payment Act,F.S.,Part VII,Chapter 218. ARTICLE VIII CONFLICT OF INTEREST The conflict of interest provisions of this section apply to any person who is an employee, agent, consultant, officer, or official of the Subrecipient. The Subrecipient covenants that persons described in this section who exercise any functions or responsibilities under this part or who are in a position to participate in a decision making process or gain information with regard to such activities may not obtain a financial interest in any contract,subcontract or benefit from an activity being provided under this Agreement, nor may have a financial interest in any contract, subcontract or agreement with respect to an activity covered under this Agreement, either for themselves or those with whom they have family or business ties. {00406669.2 2704-050 1640) Page 4 of 11 Any such interest on the part of the Subrecipient or its employees shall be disclosed in writing to the City. The Subrecipient agrees to abide and be governed by the conflict of interest requirements applicable to or promulgated by Federal agencies or the City,which are incorporated by reference. ARTICLE IX INDEMNIFICATION The Subrecipient shall defend, indemnify and hold harmless the City, its officers,elected officials, employees, volunteers, and agents, against any claims, suits,actions,damages,proceedings, liabilities and costs, including attorney's fees), arising from or in connection with this Agreement or any contracts the Subrecipient may enter into with third parties pursuant to this Agreement. The Subrecipient shall pay all claims and losses of any nature, and shall defend all suits, on behalf of the City, its officers, employees or agents when applicable and shall pay all costs and judgments which may issue. This indemnity includes, but is not limited to, claims attributable to violations by Subrecipient of any City,County, State or Federal Grant Agreement obligations or requirements administered by Subrecipient under the terms of this Agreement. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28,as amended from time to time. ARTICLE X PERFORMANCE MONITORING; REPORTS Performance Monitoring The City will monitor the performance of the Subrecipient based on goals and performance standards as stated above for any and all assignments along with all other applicable federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. City's evaluation of an assignment may include, but is not be limited to, compliance with the terms of this Agreement and comparisons of planned versus actual progress relating to the assignment's scheduled expenditures. Upon City's request, Subrecipient shall promptly furnish to City such records and information requested by City related to an assignment. Subrecipient shall meet with City at reasonable times and with reasonable notice to discuss the assignments. Substandard performance as determined by the City will constitute default with this Agreement.If curative action is not taken by the Subrecipient within fifteen(15) days of the City's notice of Subrecipient's default,Agreement termination procedures may be initiated by the City for cause. Subrecipient agrees to provide the City, or the City's internal auditor(s)access to all records related to performance of activities in this agreement. In addition, City will carry out periodic monitoring and evaluation activities as determined necessary in City's sole discretion or as required by Uniform Grant Guidance, 2 CFR§§200.330 through.332. Performance Evaluation At the end of the Agreement,or at any prearranged time,the City Manager may evaluate the Subrecipient's performance.This evaluation will become public record. Reports The Subrecipient shall provide one final close-out report to include the number of beneficiaries,beneficiary priority level and the number of meals provided. ARTICLE XI ADDITIONAL CONDITIONS AND COMPENSATION {00406669.227040501640} Page 5 of 11 It is expressly understood and agreed by the Parties that the funds contemplated by this Agreement originated from federal funds and funding is contingent upon approval and funding by Federal Government through Broward County Government. ARTICLE XII NOTICES It is understood and agreed between the Parties that all notices which may arise in connection with this Agreement shall be considered sufficient when made in writing and mailed or delivered to the appropriate address: If to the City: CITY OF TAMARAC 7525 NW 88th Avenue TAMARAC, FL 33321 Attn: City Manager With Copies to:CITY OF TAMARAC Samuel S. Goren,Esq. 3099 E. Commercial Boulevard, Suite 200 Fort Lauderdale,Florida 33308 Attn: City Attorney CITY OF TAMARAC 7525 NW 88th Avenue TAMARAC, FL 33321 Attn: Director of Community Development Department Subrecipient: Human Services Network Inc./Meals on Wheels South Florida 451 North State Road 7, Plantation,FL 33317 Attn: Mark Adler,Registered Agent&Executive Director or to such other address as may be designated in writing. ARTICLE XIII SUBCONTRACTS The Subrecipient agrees that no assignment or subcontract will be made in connection with this Agreement. ARTICLE XIV ACCESS TO RECORDS; AUDITS ACCESS TO RECORDS The Subrecipient,as outlined in Article XIV of this Agreement, shall allow access during normal business hours to all financial records to authorized Federal, State or City representatives and agrees to provide such assistance as may be necessary to facilitate financial audit by any of these representatives when deemed necessary by the City to insure compliance with applicable accounting and financial standards. The Subrecipient shall allow access during normal business hours to all other records, forms, files, and {00406669.22AA40501640} Page 6 of 11 documents which have been generated in performance of this Agreement,to those personnel as may be designated by the City. A. Documentation and Record Keeping 1. Records to be Maintained The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, and F.S. 119.0701(2Xb)"Public Records",that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a) Records providing a full description of each activity undertaken; b) Records required to determine the eligibility of activities 2. Upon request from the City's custodian of public records,the Subrecipient shall provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. The Subrecipient shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Subrecipient does not transfer the records to the City. 4. Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Subrecipient,or keep and maintain public records required by the City to perform the service. If the Subrecipient transfers all public records to the City upon completion of the contract,the Subrecipient shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Subrecipient keeps and maintains public records upon completion of the contract,the Subrecipient shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City,upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. AUDITS a. Subrecipient shall maintain copies of books, records, documents, and other evidence directly pertaining to or connected with the services under this Agreement which shall be available and accessible at Subrecipient's offices for the purpose of inspection,audit,and copying during normal business hours by City,or any of its authorized representatives for a period of five years after its termination or expiration. Subrecipient agrees that the City and county, state, or federal agencies shall have the right to audit Subrecipient's books,records,and accounts for which the respective agencies have provided the funding source of the programs administered by the Subrecipient is provided for under this Agreement. Audits, reviews, monitoring, inspections,and investigations conducted pursuant to this Agreement may include, but are not limited to, on-site visits by City, county, state or federal staff, interviews of staff,review of performance and financial reports, determining and monitoring appropriate corrective action,and issuing management letters on deficiencies or weaknesses identified. Subrecipient shall fully comply and cooperate with any auditing and monitoring activities deemed appropriate by City, county,state or federal agencies. b. Subrecipient shall comply with the requirements,standards, and the applicable provisions set forth in the Single Audit Act(31 U.S.C. Sections 7501-7507)and the related provisions of 2 C.F.R. Part 200 (00406669.2 2704 0501640} Page 7 of 11 (Uniform Guidance), including 2 C.F.R.Part 200.303,2 C.F.R.Part 200.330 through.332,and Subpart F, Audit Requirements. Subrecipient shall comply with the audit requirements set forth in 2 C.F.R.Part 200, Subpart F, Audit Requirements, Section 215.97,Florida Statutes, applicable Rules of the Department of Financial Services, and Chapters 10.550(local government entities)or Chapter 10.650(nonprofit and for profit organizations),Rules of the Auditor General, State of Florida, as applicable. ARTICLE XV SEVERABILITY OF PROVISIONS If any provision of this Agreement is held invalid,the remainder of this Agreement shall not be affected if such remainder would then continue to conform to the terms and requirements of applicable law. ARTICLE XVI INSURANCE Subrecipient shall obtain at Subrecipient's expense all necessary insurance in such form and amount as required by the City's Risk & Safety Manager before beginning work under this agreement including, but not limited to, Workers' Compensation Insurance, General Liability Insurance, Unemployment Insurance and all other insurance required by law. Subrecipient shall maintain such insurance in full force and effect during the life of this Agreement. Subrecipient shall provide to the City's Risk and Safety Manager certificates of insurance required under this section prior to beginning any work under this Agreement. The General Liability policy shall be endorsed to include the City of Tamarac as additionally insured. The City shall also be named as the Certificate Holder. Compliance with the foregoing requirements shall not relieve the Subrecipient of its liability and obligations under this section or any other section of this Agreement. ARTICLE XVII CIVIL RIGHTS The Subrecipient agrees to abide and be governed by Title VI and VII, Civil Rights Act of 1964 (42 USC 2000 D& E)and Title VIII of the Civil Rights Act of 1968,as amended,which provides in part that The Subrecipient will take affirmative action to ensure that employees and those of its Subrecipients are treated during employment, without regard to their race,color,sex including pregnancy,religion,age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression,or disability if qualified in performance of this Agreement, in regard to persons served, or in regard to employees or applicants for employment. It is expressly understood that upon receipt of evidence of such discrimination,the City shall have the right to terminate this Agreement. The Subrecipient also agrees to abide and be governed by the Age Discrimination Act of 1975,as amended,42 USC,which provides in part that there shall be no discrimination against persons in any area of employment because of age. ARTICLE XVIII PATENT AND COPYRIGHTS The Subrecipient agrees that HUD and the City retain patent rights and copyrights on any project, which involves research,development,experimental,or demonstration work. (00406669.22704-0501640} Page 8 of 11 ARTICLE XIX PROJECT PUBLICITY The Subrecipient agrees that any news release or other type of publicity pertaining to the Program must recognize the City as the recipient funded by HUD as the entity,which provided funds for the project. ARTICLE XX VENUE,APPLICABLE LAW This Agreement shall be governed by the laws of Florida, and any action shall be brought in Broward County,Florida. ARTICLE XXI SCRUTINIZED COMPANIES By execution of this Agreement, in accordance with the requirements of F.S.287.135 and F.S. 215.473, Subrecipient certifies that Subrecipient is not participating in a boycott of Israel. Subrecipient further certifies that Subrecipient is not on the Scrutinized Companies that Boycott Israel list,not on the Scrutinized Companies with Activities in Sudan List,and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or has Subrecipient been engaged in business operations in Syria Subject to limited exceptions provided in state law,the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Subrecipient of the City's determination concerning the false certification.Subrecipient shall have five(5)days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Subrecipient shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Subrecipient does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135,Florida Statutes, as amended from time to time. ARTICLE XXII UNCONTROLLABLE FORCES Neither the City nor Subrecipient shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,by the exercise of reasonable diligence,the non-performing party could not avoid.The term"Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party.It includes,but is not limited to fire,flood, earthquakes, storms,lightning,epidemic,war,riot,civil disturbance,sabotage,and govei iunental actions. Neither party shall,however,be excused from performance if nonperformance is due to forces,which are preventable,removable,or remediable,and which the nonperforming party could have,with the exercise of reasonable diligence,prevented,removed,or remedied with reasonable dispatch.The nonperforming party shall,within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE XXIII SURVIVAL OF PROVISIONS {00406669.2 2 4 0501640) Page 9 of 11 Articles IX,X,XII,XIV and XVI shall survive the expiration or termination of this Agreement. ARTICLE XXIV NO CONSTRUCTION AGAINST DRAFTING PARTY Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction,interpretation or otherwise accrue to the benefit of any party to the Agreement,and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with,arising out of, or involving this Agreement ARTICLE XXV PUBLIC RECORDS CUSTODIAN IF THE SUBRECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SUBRECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CON TRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC,FL 33321 (954)597-3505 CITYCLERK@TAMARAC.ORG [The remainder of page is intentionally blank] {00406669.2 2704 0501640} Page 10 of 11 IN WITNESS WHEREOF,the parties have executed this Agreement by their respective proper officers duly authorized the day and year first above written. A 1.1'EST: SUBRECIPIENT: By: Mark Adler Executive Director Corporfate Secretary President ..'P , By: �� :EST ;'9� Executive Director ATTEST: ; •' 19v'? `� = CITY OF TAMARAC /'� ,oCll� Y,�\ City rk ity Manager Approved as to form: 11i I bi f City)4 / y {00406669.22 04-0501640) Page 11 of 11