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HomeMy WebLinkAboutR-91-0514PT I J-91-599 7/8/91 RESOLUTION NO. 9 1. t t 4. A RESOLUTION, WITH ATTACHMENTS, AUTHORIZING THE CITY MANAGER TO EXECUTE INDIVIDUAL CONTRACTUAL AGREEMENTS, IN SUBSTANTIALLY THE ATTACHED FORM, WITH SIX (6) NEIGHBORHOOD BASED HOUSING COMMUNITY DEVELOPMENT CORPORATIONS (CODEC, INC., EAST LITTLE HAVANA COMMUNITY DEVELOPMENT CORPORATION, ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, TACOLCY ECONOMIC DEVELOPMENT CORPORATION, FLORIDA HOUSING COOPERATIVE, INC. AND WYNWOOD COMMUNITY ECONOMIC DEVELOPMENT CORPORATION), FOR THE PURPOSE OF UNDERTAKING ACTIVITIES TO STIMULATE THE DEVELOPMENT OF HOUSING AFFORDABLE TO LOW AND MODERATE INCOME FAMILIES AND INDIVIDUALS; FURTHER ALLOCATING A TOTAL OF FORTY-THREE THOUSAND TWO HUNDRED SEVENTY DOLLARS ($43,270) EACH IN SEVENTEENTH (17TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FUNDS FOR THE PURPOSE OF PROVIDING SAID ADMINISTRATIVE FUNDING GRANT TO THE AFOREMENTIONED COMMUNITY DEVELOPMENT CORPORATIONS. WHEREAS, there exists in the City of Miami a severe shortage of housing within the affordability range of families and individuals of low and moderate income; and WHEREAS, the City Commission recognizes that participation of both the public and private sector is necessary to foster the development of housing within the affordability range of the City's low and moderate income families and individuals; and WHEREAS, on May 9, 1991, the City Commission, through Resolution No. 91-365, approved the allocation of $43,270 each to Tacolcy Economic Development Corporation, East Little Havana Community Development Corporation, St. John Community Development Corporation, CODEC, Inc., Florida Housing Cooperative, Inc. and Wynwood Community Economic Development Corporation, in support of the community based not -for -profit housing corporations' projects for stimulating the development of housing affordable to the City's low and moderate income families and individuals; and WHEREAS, the roles and responsibilities of the City of Miami and the aforementioned community development corporations will be ATTACHMENTS CONTAINED CITY COMMISSION MEETING 4F . J U L 11 1991 91-- 514 RUMMIN No. set forth in the attached contractual agreements in a form acceptable to the City Attorney; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized to execute six (6) individual contractual agreements, in substantially the form attached hereto, with the community development corporations listed in Section 3, below, for the amount and contract period specified for each, for the purpose of simulating the development of housing affordable to low and moderate income families and individuals in the City of Miami, subject to approval of each corporation's work program by the U.S. Department of Housing and Urban Development (HUD). Section 3. Forty Three Thousand Two Hundred Seventy Dollars ($43,270) from 17th Year Community Development Block Grant funds is hereby allocated for the purpose of providing an administrative funding grant to the following not -for -profit community development corporations listed below: COMMUNITY DEVELOPMENT CORPORATION CONTRACT AMOUNT CONTRACT PERIOD 1) Tacolcy Economic Development $43,270 1 Year Corporation 2) East Little Havana Community 43,270 1 Year Development Corporation 3) St. John Community Development 43,270 1 Year Corporation 4) CODEC, Inc. 43,270 1 Year 5) Florida Housing Cooperative, Inc. 43,270 1 Year 6) Wynwood Community Economic Development Corporation 43,270 1 Year Section 4. This Resolution shall become effective immediately upon its adoption. -2- 91-- 514 N PASSED AND ADOPTED this 11th 1991. ATTEST: MATT'Y HIRAI, CITY CLERK COMMUNITY DEVELOPMENT REVIEW AND APPROVAL: FRANK-CASTANFd5A, DIRECTOR PREPARED AND APPROVED BY: '&_e !� /'�� z-Z/ JOEL E. MAXWELL IEF ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: JON . FERNANDEZ CITI ATTORNEY 6y' - 3 - 91-- 514 e No. 1 CITY OF MIAMI, FLORIDA HOUSING COMMUNITY BASED ORGANIZATION (CBO) THIS AGREEMENT entered into this day of , 1991, between the CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and CODEC, INC., a Florida not for profit corporation, (hereinafter referred to as the "CONTRACTOR"). Seventeenth (17th) Year FUNDING SOURCE: Community Development Block Grant Fund TERM OF AGREEMENT: July 1, 1991 to June 30, 1992 AMOUNT: $ 43,270.00 VENDOR NUMBER: TAX IDENTIFICATION NO.: EXECUTIVE DIRECTOR: Jose Fabregas ADDRESS: 300 Southwest 12th Avenue - Suite A - Miami, Florida 33130 TELEPHONE NO.: (305) 642-1381 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I 1.0 BASIC REQUIREMENTS 1.1 Corporate Resolution authorizing execution of this Agreement. 1.2 Work Program (approved by the CITY). The Work Program submitted by the CONTRACTOR to the CITY became an attachment to this agreement and shall include the following: 1. A description of the work to be performed; 2. A schedule for completing the work; and 3. A budget. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the CONTRACTOR under this agreement. 91-- 514 1.3 Budget Summary, to include: completion of CONTRACTOR's Program/Line-Item Budget/Expenditure Justification, Total Actual and Projected Funds Disclosure, and Staff Salaries Schedule (on forms supplied by the CITY); budget for program -generated revenues; copies of all subcontracts and/or management services Agreements funded in whole or in part under this Agreement. 1.4 Certificate of Insurance which reflects CONTRACTOR's current liability insurance, naming the CITY as primary or additional insured as determined by the Risk Management Division of the CITY; current Workers' Compensation insurance; current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); and other coverage as deemed necessary, if applicable (i.e. automobile insurance). 1.5 CONTRACTOR's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.6 Copy of CONTRACTOR's Article of Incorporation, Charter and Bylaws. 1.7 List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers) . 1.8 List of Key Staff Persons, with their titles, who will carry out this program. 1.9 Completion of Authorized Representative Statement. 1.10 Completion of Statement of Accounting System. 1.11 A letter from an independent Certified Public Accountant which expresses the opinion that the CONTRACTOR's internal controls are adequate to safeguard the organization's assets. 1.12 Copy of last Audit Report as performed by an independent C.P.A. 1.13 Corporate Personnel Policies and Procedures. 1.14 Job Description and Resumes for all positions funded in whole or in part under this Agreement. 2 - 91--- 514 1.15 Acceptance of Office of Management and Budget (OMB) Circular A-1101 Attachments "A" (Cash Depositaries), "B" (Bonding and Insurance), "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property Management Standards), and "0" (Procurement Standards), as modified by 24 CFR Part 570.502 (b), "Applicability of Uniform Administrative Requirements," of the Development and Housing Conservation Block Grant (CDBG) Program regulations, Final Rule, and provided as an attachment to this Agreement (Attachment I). 1.16 Copy of last Income Tax Return (IRS Form 990). ARTICLE II 2.0 RECORDS TO BE MAINTAINED 2.1 CONTRACTOR shall establish and maintain sufficient records to enable the CITY to determine whether the CONTRACTOR has met the requirements of this part. At a minimum, the following records are needed: a) Records providing a full description of each activity assisted (or being assisted) with CDBG funds, including its location (if the activity has a geographical locus), the amount of CDBG funds budgeted, obligated and expended for the activity, and the provision in 24 CFR Subpart C under the CDBG Program regulations which it is eligible. b) Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the CONTRACTOR may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low and moderate income person" and "low and moderate income household" as set =M 91- 514 forth by 24 CFR 570.3; or the CONTRACTOR may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or the CONTRACTOR may substitute a notice that the assisted person is a referral from a state, to refer individuals it determines to be low and moderate income persons based on HUD's criteria and agrees to maintain documentation supporting these determinations. Such records shall include the following information (Attachment I) . 1) For each activity determined to benefit low and moderate income persons, the income limits applied and the point in tine when the benefit was determined. 2) For each activity carried out for the purpose of providing or improving housing which is determined to benefit low and moderate income persons: i) A copy of a written agreement with each landlord or developer receiving CDBG assistance indicating the total number of dwelling units in each multifamily structure assisted and the number of those units which will be occupied by low and moderate income households after assistance; ii) The total cost of the activity, including both CDBG and non-CDBG funds. iii) For each unit occupied by low and moderate income household, the size and income of the household; iv) For rental housing only: A) The rent charged (or to be charged) after assistance for each dwelling unit in each structure assisted; and - 4 - 91-- 514 W E B) Such information as necessary to show the affordability of units occupied (or to be occupied) by low and moderate income households pursuant to criteria established and made public by the recipient; v) For each property acquired on which there are no structures, evidence of commitments ensuring that the criteria in 570.208(a)(3) will be met when the structures are built; and vi) Where applicable, records demonstrating that the activity qualifies under the special conditions at 570.208(a) (3) (i) . 3) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing one or more of the conditions which qualified an area as a slum or blighted area; i) The boundaries of the area; and ii) A description of the conditions which qualified the area at the time of its designation in sufficient detail to demonstrate how the area met the criteria in 570.208(b) (1) . 4) For each residential rehabilitation activity determined to aid in the prevention or elimination of slums or blight in a slum or blighted area: i) The local definition of "substandard"; ii) A pre -rehabilitation inspection report describing the deficiencies in each structure to be rehabilitated; and iii) Details and scope of CDBG assisted rehabilitation, by structure. 5) For each activity determined to aid in the prevention or elimination of slums or blight based f - 5 - 91 -- 514 50 on the elimination of specific conditions of blight or physical decay not located in a slum or blighted area: i) A description of the specific condition of blight or physical decay treated; and ii) For rehabilitation carried out under this category, a description of the specific conditions detrimental to public health and safety which were identified and the details and scope of the CDBG assisted rehabilitation by structure. 6) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing slums or blight in an urban renewal area, a copy of the Urban Renewal Plan, as in effect at the time the activity is carried out, including maps an supporting documentation. a) Records which demonstrate compliance with 24 CFR 570.505 regarding any change of use of real property acquired or improved with CDBG assistance. b) Records which demonstrate compliance with the requirements in 570.606 regarding acquisition, displacement, relocation, and replacement housing. c) Fair housing and equal opportunity records containing: 1) Documentation of the actions the recipient has carried out with its housing and Development and Housing Conservation and other resources to remedy or ameliorate any conditions limiting fair housing choice in the recipient's community, and documentation of any other official actions the recipient has taken which demonstrate its support for fair housing, such as development of a fair housing analysis described in 24 CFR 570.904(c). 91._ 514 2) Data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG funds. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 3) Data on employment in each of the recipients operating units funded in whole or in part with CDBG funds, with such data maintained in the categories prescribed on the Equal Employment Opportunity Commission's EEO-4 form; and documentation of any actions undertaken to assure equal employment opportunities to all persons regardless of race, color, national origin, sex or handicap in operating units funded in whole or in part under this part. 4) Data indicating the race and ethnicity of households (and gender of single heads of households) displaced as a result of CDBG funded activities, together with the address and census tract of the housing units to which each displaced household relocated. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 5) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements - 7 - 91- 514 section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of low and moderate income persons and the use of local businesses. 6) Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with CDBG funds, data indicating which of those entities are women's business enterprises as defined in Executive Order 12138, the amount of the contract or subcontract, and documentation of recipient's affirmative steps to assure that minority business and women's business enterprises have an equal opportunity to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. Such affirmative steps may include, but are not limited to, technical assistance open to all businesses but designed to enhance opportunities for these enterprises and special outreach efforts to inform them of contract opportunity. Such steps shall not include preferring any business in the award of nay contract or subcontract solely or in part on the basis of race or gender. d) Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. e) Agreements and other records related to lump sum disbursements to private financial institutions for financing rehabilitation as prescribed in 24 CFR 570.513; and f) Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. - 8 - 2.2 As a necessary part of this Agreement, the CONTRACTOR shall provide the following documents to the Department of Development and Housing Conservation, in accordance with the j requirements of the Agreement: a) Final Expenditure Report to be submitted no later than thirty (30) days after contract expiration. b) Certified Independent Audit to be submitted sixty (60) days after contract expiration. CONTRACTORS receiving monies from the Department of Development and Housing Conservation must allocate in its budget sufficient funds to secure an annual independent audit which must include the expression of an opinion on the Contractor's financial statements, and a compliance letter stating whether the CONTRACTOR is in conformity with federal grant regulations (Office of Management and Budget Circular A-110). Said audit must be submitted no later than sixty (60) days after the expiration of the Community Based Organization Agreement with the Department of Development and Housing Conservation. The City of Miami's Department of Internal Audits and Reviews shall have the authority to review CONTRACTOR's records, including programmatic records and books of account, for a period of up to three (3) years from the termination date of the Agreement. All books of account and supporting documentation should be kept by the I � Contractor at least three (3) years for audit purposes. ARTICLE III 3.0 PROCEDURES 3.1 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1991, to June 30, 1992. 6 3.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami Department of Development and Housing Conservation (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 3.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each 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. 3.4 OBLIGATION OF CONTRACTOR The CONTRACTOR shall carry out the services as prescribed in its Work Program (Attachment II), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the U.S. Department of Housing and Urban Development (HUD) and the City of Miami Department of Development and Housing Conservation. 3.5 POLICIES AND PROCEDURES MANUAL CONTRACTOR is aware and accepts the policies and procedures manual (Attachment III) for Community Based Organizations as the official document ' which outlines the fiscal, administrative and Federal guidelines and which shall regulate the day-to-day operations of the CONTRACTOR, which is attached and incorporate herein and made a part of this Agreement. J - 10 - 9 1- 514 3.6 BONDING AND INSURANCE CONTRACTOR shall maintain insurance and bonding coverages acceptable to the CITY's Risk Management Division of the Personnel Management Department. Prior to commencing any activity under this Agreement, the CONTRACTOR shall furnish to the CITY certificates of insurance and bonding indicating that the CONTRACTOR is in compliance with the provisions of this article. CONTRACTOR shall provide the following coverages: a) Insurance coverage that reflects sound business practices acceptable to the CITY's Risk Management Division of the Personnel Management Department. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the maximum amount of cash held at any one time. CITY shall be a primary additional insured on all insurance policies and there shall be no exclusions in such policies to override the CITY coverage. c) Current liability insurance shall be rated by A.M. Best's as to "A" Classification and "V" as to financial size. Compliance with the foregoing requirements shall not relieve the CONTRACTOR of its liability and obligations under this section or under any other section of this Agreement. 3.7 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Development and Housing Conservation is to be notified in writing immediately, giving all pertinent details and indicating when service shall begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the CONTRACTOR, in existence prior to the initiation of 0 91- 514 j services hereunder, shall be continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement shall not result in the displacement of employed workers, impair existing contracts for services, 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. 3.8 OTHER PROGRAM REQUIREMENTS a) CONTRACTOR shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment IV) which is attached and incorporated herein and made a part of this Agreement. b) CONTRACTOR shall carry out its Work Program in compliance with all Federal laws and regulations described in Subpart K of the CDBG Program regulation 24 CFR 570.600-612, (Attachment I). c) CONTRACTOR shall not assume the CITY's environmental responsibilities described at 24 CFR 570.604 of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372 (Attachment I). 3.9 PROGRAM INCOME Program income means gross income received by the CONTRACTOR which has been directly generated via the use of CDBG funds. When such income is generated by an activity that is only partially assisted with CDBG funds, the income shall be prorated to reflect the percentage of CDBG funds used. Program income generated by CDBG funded activities shall be retained by CONTRACTOR and shall by used to only undertake those activities specifically approved by the CITY on the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when the ' - 12 - i� 514 y Agreement expires or received after such expiration shall be paid to the CITY, as required by 24 CFR 570.503(b) (8) of the CDBG Program regulation. CONTRACTOR shall submit a Program Income Report on a monthly basis along with the required monthly Work Program Status Report. The Program Income Report will identify CDBG activities in which income was derived and how income has been utilized. 3.10 REPORTS, AUDITS AND EVALUATIONS The CONTRACTOR shall comply with the Federal Directive required by the U.S. Department of Housing and Urban Development (USHUD) to document that program activities are provided for the benefit of low to moderate income persons. In accordance with the Code of Federal Regulations 24 CFR Part 570.506, records shall be maintained for each activity to determine that services benefit low and moderate income persons. At the request of CITY, CONTRACTOR shall transmit to CITY written statements of CONTRACTOR's official policy on specified issues relating to CONTRACTOR's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; CONTRACTOR shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. ARTICLE IV 4.0 FUNDING 4.1 COKPENSATION A) CITY shall pay CONTRACTOR, as maximum compensation for j the services required pursuant to Article II hereof, $430270.00. 3 - 13 - 91 - 514 '* B) CITY shall have the right to review and audit the time records and related records of CONTRACTOR pertaining to any payments by CITY. C) All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget. Such written request shall contain a statement declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made and all invoices are required to be paid by CONTRACTOR prior to submission. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice with a copy of the check which was used to pay that specific invoice. Within 60 days of submitting reimbursement request, copies of the cancelled checks shall be submitted. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line item in the budget. Request for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to the end of the term of the Agreement. D) Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred. Failure to comply may result in the rejection for repayment of those invoices within the reimbursement package which do not meet this requirement. 14 - E) CONTRACTOR must submit the final request for payment to the CITY within 30 calendar days following the i expiration date or termination date of this Agreement. If the CONTRACTOR fails to comply, all rights to payment are forfeited and the CITY shall not honor any request submitted after the aforesaid agreed upon period. F) Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the CONTRACTOR as a part of this contract and any modifications thereto. 4.2 GENERATED REVENUES: CONTRACTOR is required to generate revenues in the amount of sixteen thousand five hundred dollars ($16,500, by June 30, 1991, from approved revenue generating projects. These funds are to be used in lieu of an advance on the fiscal 1991-92 City contract. Funds generated by grants (federal, state and local) will be considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1991, future contracts with the GRANTEE will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 4.3 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of CONTRACTOR at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. CONTRACTOR agrees to provide all financial and other applicable records and documentation of services to CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute G - 15 91- 51 allowable expenditures. Any payments made to CONTRACTOR are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the CONTRACTOR shall fail (i) to comply with the terms of this Agreement or (ii) to accept conditions imposed by CITY at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 4.6 SEPARATION OF CHURCH/STATE In accordance with First Amendment Church/State principles, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including similar activities, as directed by 24 CFR 570.200(j). CONTRACTOR shall comply with this provision when entering into subcontracts. ARTICLE V 5.0 GENERAL REQUIREMENTS 5.1 INDEMNIFICATION CONTRACTOR, shall pay on behalf of, and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONTRACTOR's activities under this Agreement, including all other acts or omissions to act on the part of CONTRACTOR, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered 0 - 16 - 91" 514 0 against the CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 5.2 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 5.3 OWNERSHIP OF DOCUMENTS All documents developed by CONTRACTOR under this Agreement shall be delivered to CITY by said CONTRACTOR upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. CONTRACTOR agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and CONTRACTOR 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 CITY to CONTRACTOR pursuant to this Agreement shall at all time remain the property of CITY and shall not be used by CONTRACTOR for any other purposes whatsoever without the written consent of CITY. 5.4 AWARD OF AGREEMENT CONTRACTOR warrants that it 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, i 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 unless CITY shall first consent in - 17 - 91- 514 i 6 writing to the performance or assignment of such services or any part thereof by another person or firm. 5.6 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 5.7 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, CONTRACTOR agrees and understands that CITY has no obligation to renew this Agreement. 5.8 TERMINATION OF CONTRACT CITY 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 CITY. In that event, notice of termination of this Agreement shall be in writing to 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 CITY pay CONTRACTOR an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and CONTRACTOR that any payment made in accordance with this Section to CONTRACTOR shall be made only if said CONTRACTOR is not in default under the terms of this Agreement. If CONTRACTOR is in default, then CITY shall in no way be obligated and shall not pay to CONTRACTOR any sum whatsoever. It is also understood that in accordance with 24 CFR 85.43- 44 of the CDDG rules and regulations, suspension or termination may occur if CONTRACTOR fails to comply with any term of this Agreement, or if the CITY deems it convenient to terminate it. 5.9 REVERSION OF ASSETS Upon expiration of this Agreement, the CONTRACTOR shall 11 - 18 91- 514 A transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property that was acquired or improved by CONTRACTOR in whole or in part with CDBG funds in excess of $25,000 shall be either: A) Used to meet one of the three (3) CDBG National Objectives set forth by 24 CFR 570.208 of the CDBG Program regulations, until five (5) years after expiration of this Agreement, or such longer period of time as determined appropriate by the City; or B) Disposed of in a manner resulting in the CITY being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvements to, the property. 5.10 GENERAL CONDITIONS A) All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Herbert J. Bailey Department of Development and Housing Conservation Suite 401 300 Biscayne Blvd. way Miami, Florida 33131 CONTRACTOR CODEC, Inc. 300 Southwest 12th Avenue Suite A Miami, Florida 33130 B) Title and paragraph headings are for convenient reference and are not a part of this Agreement. - 19 - 91- 514 C) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. D) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver i shall be effective unless made in writing. E) Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 5.11 INDEPENDENT CONTRACTOR CONTRACTOR and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits and an employee of the CITY. 5.12 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. / - 20 -- 1 V. ♦-1 ARTICLE VI 6.0 CONTRACTOR CERTIFICATIONS CONTRACTOR certifies that: It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an official act of that CONTRACTOR's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the CONTRACTOR to act in connection with the Agreement and to provide such additional information as may be required. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. ATTEST: RATTY HIRAI CITY CLERK ATTEST: CORPORATE SECRETARY 7 CITY OF MIAMI, a municipal Corporation of the State of Florida CESAR H. ODIO CITY MANAGER CONTRACTOR: PRESIDENT SEAL - 21 - 9 - 514 GUARANTEE I , in consideration of the City of Miami's execution of the foregoing Agreement, the undersigned, guarantee the performance of the terms and conditions in said Agreement required to be performed by the CONTRACTOR including but not limited to the provisions relating to default, assurances, and certifications. Dated this day of 1991, an individual By individually WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURANCE COORDINATOR APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY u No. 1 CITY OF MIAMI, FLORIDA HOUSING COMMUNITY BASED ORGANIZATION (CBO) THIS AGREEMENT entered into this day of , 1991, between the CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, a Florida not for profit corporation, (hereinafter referred to as the "CONTRACTOR"). Seventeenth (17th) Year FUNDING SOURCE: Community Development Block Grant Funds TERM OF AGREEMENT:____July 1 1991 to June 30 1992 AMOUNT: $ 43,270.00 VENDOR NUMBER: TAX IDENTIFICATION NO.: 59-2657550 EXECUTIVE DIRECTOR: David E. Days ADDRESS: 1328 Northwest 3rd Avenue - Miami Florida 33136 TELEPHONE NO.: (305) 372-0682 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I 1.0 BASIC REQUIREMENTS 1.1 Corporate Resolution authorizing execution of this Agreement. 1.2 Work Program (approved by the CITY). The Work Program submitted by the CONTRACTOR to the CITY became an attachment to this agreement and shall include the following: 1. A description of the work to be performed; 2. A schedule for completing the work; and 3. A budget. These items shall be in sufficient detail, to provide a sound basis for the CITY to effectively monitor performance by the CONTRACTOR under this agreement. 3 to L4 91- 514 1.3 Budget Summary, to include: completion of CONTRACTOR's Program/Line-Item Budget/Expenditure Justification, Total Actual and Projected Funds Disclosure, and Staff Salaries Schedule (on forms supplied by the CITY); budget for program -generated revenues; copies of all subcontracts and/or management services Agreements funded in whole or in part under this Agreement. 1.4 Certificate of Insurance which reflects CONTRACTOR's current liability insurance, naming the CITY as primary or additional insured as determined by the Risk Management Division of the CITY; current Workers' Compensation insurance; current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); and other coverage as deemed necessary, if applicable (i.e. automobile insurance). 1.5 CONTRACTOR's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.6 Copy of CONTRACTOR's Article of Incorporation, Charter and Bylaws. 1.7 List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.8 List of Key Staff Persons, with their titles, who will carry out this program. 1.9 Completion of Authorized Representative Statement. 1.10 Completion of Statement of Accounting System. 1.11 A letter from an independent Certified Public Accountant which expresses the opinion that the CONTRACTOR's internal controls are adequate to safeguard the organization's assets. 1.12 Copy of last Audit Report as performed by an independent C.P.A. 1.13 Corporate Personnel Policies and Procedures. 1.14 Job Description and Resumes for all positions funded in whole or in part under this Agreement. n - 2 91-- 514 1.15 Acceptance of Office of Management and Budget (0MB) Circular A-110, Attachments "A" (Cash Depositaries), "B" (Bonding and Insurance), "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property Management Standards), and "0" (Procurement Standards), as modified by 24 CPR Part 570.502 (b), "Applicability of Uniform Administrative Requirements," of the Development and Housing Conservation Block Grant (CDBG) Program regulations, Final Rule, and provided as an attachment to this Agreement (Attachment I). 1.16 Copy of last Income Tax Return (IRS Form 990). ARTICLE II 2.0 RECORDS TO BE MAINTAINED 2.1 CONTRACTOR shall establish and maintain sufficient records to enable the CITY to determine whether the CONTRACTOR has met the requirements of this part. At a minimum, the following records are needed: a) Records providing a full description of each activity assisted (or being assisted) with CDBG funds, including its location (if the activity has a geographical locus), the amount of CDBG funds budgeted, obligated and expended for the activity, and the provision in 24 CPR Subpart C under the CDBG Program regulations which it is eligible. b) Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CPR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the CONTRACTOR may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low and moderate income person" and "low and moderate income household" as set 3 - r forth by 24 CFR 570.3; or the CONTRACTOR may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or the CONTRACTOR may substitute a notice that the assisted person is a referral from a state, to refer individuals it determines to be low and moderate income persons based on HUD's criteria and agrees to maintain documentation supporting these determinations. Such records shall include the following information (Attachment I) . 1) For each activity determined to benefit low and moderate income persons, the income limits applied and the point in time when the benefit was determined. 2) For each activity carried out for the purpose of providing or improving housing which is determined to benefit low and moderate income persons: i) A copy of a written agreement with each landlord or developer receiving CDBG assistance indicating the total number of dwelling units in each multifamily structure assisted and the number of those units which will be occupied by low and moderate income households after assistance; ii) The total cost of the activity, including both CDBG and non-CDBG funds. iii) For each unit occupied by low and moderate income household, the size and income of the household; iv) For rental housing only: A) The rent charged (or to be charged) after assistance for each dwelling unit in each structure assisted; and -- 4 - 9.1-- 514 r B) Such information as necessary to show the affordability of units occupied (or to be occupied) by low and moderate income households pursuant to criteria established and made public by the recipient; v) For each property acquired on which there are no structures, evidence of commitments ensuring that the criteria in 570.208(a)(3) will be met when the structures are built; and vi) Where applicable, records demonstrating that the activity qualifies under the special conditions at 570.208(a) (3) (i) . 3) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing one or more of the conditions which qualified an area as a slum or blighted area; i) The boundaries of the area; and ii) A description of the conditions which qualified the area at the time of its designation in sufficient detail to demonstrate how the area met the criteria in 570.208 (b) (1) . 4) For each residential rehabilitation activity determined to aid in the prevention or elimination of slums or blight in a slum or blighted area: i) The local definition of "substandard"; ii) A pre -rehabilitation inspection report describing the deficiencies in each structure to be rehabilitated; and iii) Details and scope of CDBG assisted rehabilitation, by structure. 5) For each activity determined to aid in the prevention or elimination of slums or blight based i 5 - 91- 514 i 0 on the elimination of specific conditions of blight or physical decay not located in a slum or blighted area: i) A description of the specific condition of blight or physical decay treated; and ii) For rehabilitation carried out under this category, a description of the specific conditions detrimental to public health and safety which were identified and the details and scope of the CDBG assisted rehabilitation by structure. 6) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing slums or blight in an urban renewal area, a copy of the Urban Renewal Plan, as in effect at the time the activity is carried out, including maps an supporting documentation. a) Records which demonstrate compliance with 24 CFR 570.505 regarding any change of use of real property acquired or improved with CDBG assistance. b) Records which demonstrate compliance with the requirements in 570.606 regarding acquisition, displacement, relocation, and replacement housing. c) Fair housing and equal opportunity records containing: 1) Documentation of the actions the recipient has carried out with its housing and Development and Housing Conservation and other resources to remedy or ameliorate any conditions limiting fair housing choice in the recipient's community, and documentation of any other official actions the recipient has taken which demonstrate its support for fair housing, such as development of a fair housing analysis described in 24 CFR 570.904(c). - 6 - 91- 514 2) Data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG Funds. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 3) Data on employment in each of the recipients operating units funded in whole or in part with CDBG funds, with such data maintained in the categories prescribed on the Equal Employment Opportunity Commission's EEO-4 form; and documentation of any actions undertaken to assure equal employment opportunities to all persons regardless of race, color, national origin, sex or handicap in operating units funded in whole or in part under this part. 4) Data indicating the race and ethnicity of households (and gender of single heads of households) displaced as a result of CDBG funded activities, together with the address and census tract of the housing units to which each displaced household relocated. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. i 5) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements 7 _ 91-- 514 # *I section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of low and moderate income persons and the use of local businesses. 6) Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with CDHG funds, data indicating which of those entities are women's business enterprises as defined in Executive Order 12138, the amount of the contract or subcontract, and documentation of recipient's affirmative steps to assure that minority business and women's business enterprises have an equal opportunity to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. Such affirmative steps may include, but are not limited to, technical assistance open to all businesses but designed to enhance opportunities for these enterprises and special outreach efforts to inform them of contract opportunity. Such steps shall not include preferring any business in the award of nay contract or subcontract solely or in part on the basis of race or gender. d) Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. e) Agreements and other records related to lump sum disbursements to private financial institutions for financing rehabilitation as prescribed in 24 CFR 570.513; and f) Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. 8 - 91-- 514 a W W, 2.2 As a necessary part of this Agreement, the CONTRACTOR shall provide the following documents to the Department of Development and Housing Conservation, in accordance with the requirements of the Agreement: a) Final Expenditure Report to be submitted no later than thirty (30) days after contract expiration. b) Certified Independent Audit to be submitted sixty (60) days after contract expiration. CONTRACTORS receiving monies from the Department of Development and Housing Conservation must allocate in its budget sufficient funds to secure an annual independent audit which must include the expression of an opinion on the Contractor's financial statements, and a compliance letter stating whether the CONTRACTOR is in conformity with federal grant regulations (Office of Management and Budget Circular A-110). Said audit must be submitted no later than sixty (60) days after the expiration of the Community Based Organization Agreement with the Department of Development and Housing Conservation. The City of Miami's Department of Internal Audits and Reviews shall have the authority to review CONTRACTOR's records, including programmatic records and books of account, for a period of up to three (3) years from the termination date of the Agreement. All books of account and supporting documentation should be kept by the Contractor at least three (3) years for audit purposes. ARTICLE III 3.0 PROCEDURES 3.1 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1991, to June 30, 1992. i 9 i i I --1 91- 514 3.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami Department of Development and Housing Conservation (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 3.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each 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. 3.4 OBLIGATION OF CONTRACTOR The CONTRACTOR shall carry out the services as prescribed in its Work Program (Attachment II), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the U.S. Department of Housing and Urban Development (HUD) and the City of Miami Department of Development and Housing Conservation. 3.5 POLICIES AND PROCEDURES MANUAL CONTRACTOR is aware and accepts the policies and procedures manual (Attachment III) for Community Based Organizations as the official document ' which outlines the fiscal, administrative and Federal guidelines and which shall regulate the day-to-day operations of the CONTRACTOR, which is attached and incorporate herein and made a part of this Agreement. -10- 91- 514 V, 3.6 BONDING AND INSURANCE CONTRACTOR shall maintain insurance and bonding coverages acceptable to the CITY's Risk Management Division of the Personnel Management Department. Prior to commencing any activity under this Agreement, the CONTRACTOR shall furnish to the CITY certificates of insurance and bonding indicating that the CONTRACTOR is in compliance with the provisions of this article. CONTRACTOR shall provide the following coverages: a) Insurance coverage that reflects sound business practices acceptable to the CITY's Risk Management Division of the Personnel Management Department. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the maximum amount of cash held at any one time. CITY shall be a primary additional insured on all insurance policies and there shall be no exclusions in such policies to override the CITY coverage. c) Current liability insurance shall be rated by A.M. Best's as to "A" Classification and "V" as to financial size. Compliance with the foregoing requirements shall not relieve the CONTRACTOR of its liability and obligations under this section or under any other section of this Agreement. 3.7 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Development and Housing Conservation is to be notified in writing immediately, giving all pertinent detdils and indicating when service shall begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the CONTRACTOR, in existence prior to the initiation of ll - 91-- 514 services hereunder, shall be continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement shall not result in the displacement of employed workers, impair existing contracts for services, 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. 3.8 OTHER PROGRAM REQUIREMENTS a) CONTRACTOR shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment IV) which is attached and incorporated herein and made a part of this Agreement. b) CONTRACTOR shall carry out its Work Program in compliance with all Federal laws acid regulations described in Subpart K of the CDBG Program regulation 24 CFR 570.600-612, (Attachment I). c) CONTRACTOR shall not assume the CITY's environmental responsibilities described at 24 CFR 570.604 of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372 (Attachment I) . 3.9 PROGRAM INCOME Program income means gross income received by the CONTRACTOR which has been directly generated via the use of CDBG funds. When such income is generated by an activity that is only partially assisted with CDBG funds, the income shall be prorated to reflect the percentage of CDBG funds used. Program income generated by CDBG funded activities shall be retained by CONTRACTOR and shall by used to only undertake those activities specifically approved by the CITY on the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when the 12 - Agreement expires or received after such expiration shall he paid to the CITY, as required by 24 CFR 570.503(b)(8) of the CDBG Program regulation. - CONTRACTOR shall submit a Program Income Report on a monthly basis along with the required monthly Work Program Status Report. The Program Income Report will identify CDBG activities in which income was derived and how income has i been utilized. 3.10 REPORTS, AUDITS AND EVALUATIONS The CONTRACTOR shall comply with the Federal Directive required by the U.S. Department of Housing and Urban Development (USHUD) to document that program activities are provided for the benefit of low to moderate income persons. In accordance with the Code of Federal Regulations 24 CFR Part 570.506, records shall be maintained for each activity to determine that services benefit low and moderate income persons. At the request of CITY, CONTRACTOR shall transmit to CITY written statements of CONTRACTOR's official policy on specified issues relating to CONTRACTOR's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; CONTRACTOR shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. ARTICLE IV 4.0 FUNDING 4.1 COMPENSATION A) CITY shall pay CONTRACTOR, as maximum compensation for the services required pursuant to Article II hereof, $43,270.00. 0 - 13 - 91— 514 B) CITY shall have the right to review and audit the time records and related records of CONTRACTOR pertaining to any payments by CITY. C) All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget. Such written request shall contain a statement d declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made and all invoices are required to be paid by CONTRACTOR prior to submission. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice with a copy of the check which was used to pay that specific invoice. Within 60 days of submitting reimbursement request, copies of the cancelled checks shall be submitted. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line item in the budget. Request for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to the end of the term of the Agreement. D) Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred. Failure to comply may result in the rejection for repayment of those invoices within the reimbursement package which do not meet this requirement. n - 14 - 91- 5i J E) CONTRACTOR must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement. If the CONTRACTOR fails to comply, all rights to payment are forfeited and the CITY shall not honor any request submitted after the aforesaid agreed upon period. F) Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the CONTRACTOR as a part of this contract and any modifications thereto. 4.2 GENERATED REVENUES: CONTRACTOR is required to generate revenues in the amount of sixteen thousand five hundred dollars ($16,500, by June 30, 1991, from approved revenue generating projects. These funds are to be used in lieu of an advance on the fiscal 1991-92 City contract. Funds generated by grants (federal, state and local) will be considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1991, future contracts with the GRANTEE will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 4.3 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of CONTRACTOR at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. CONTRACTOR agrees to provide all financial and other applicable records and documentation of services to CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to CONTRACTOR are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the CONTRACTOR shall fail (i) to comply with the terms of this Agreement or (ii) to accept conditions imposed by CITY at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 4.6 SEPARATION OF CHURCH/STATE In accordance with First Amendment Church/State principles, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including similar activities, as directed by 24 CFR 570.200(j). CONTRACTOR shall comply with this provision when entering into subcontracts. ARTICLE V 5.0 GENERAL REQUIREMENTS 5.1 INDEMNIFICATION CONTRACTOR, shall pay on behalf of, and save CITY harmless from and against any and -all claims, liabilities, losses, and causes of action which may arise out of CONTRACTOR's activities under this Agreement, including all other acts or omissions to act on the part of CONTRACTOR, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered -16- 91-- 514 against the CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 5.2 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 5.3 OWNERSHIP OF DOCUMENTS All documents developed by CONTRACTOR under this Agreement shall be delivered to CITY by said CONTRACTOR upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. CONTRACTOR agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and CONTRACTOR 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 CITY to CONTRACTOR pursuant to this Agreement shall at all time remain the property of CITY and shall not be used by CONTRACTOR for any other purposes whatsoever without the written consent of CITY. 5.4 AWARD OF AGREEMENT CONTRACTOR warrants that it 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 unless CITY shall first consent in - 17 - 91-- 514 writing to the performance or assignment of such services or any part thereof by another person or firm. 5.6 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 5.7 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, CONTRACTOR agrees and understands that CITY has no obligation to renew this Agreement. 5.8 TERMINATION OF CONTRACT CITY 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 CITY. In that event, notice of termination of this Agreement shall be in writing to 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 CITY pay CONTRACTOR an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and CONTRACTOR that any payment made in accordance with this Section to CONTRACTOR shall be made only if said CONTRACTOR is not in default under the terms of this Agreement. If CONTRACTOR is in default, then CITY shall in no way be obligated and shall not pay to CONTRACTOR any sum whatsoever. It is also understood that in accordance with 24 CFR 85.43- 44 of the CDBG rules and regulations, suspension or termination may occur if CONTRACTOR fails to comply with any term of this Agreement, or if the CITY deems it convenient to terminate it. 5.9 REVERSION OF ASSETS Upon expiration of this Agreement, the CONTRACTOR shall - 18 - 91- 514 transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property that was acquired or improved by CONTRACTOR in whole or in part with CDBG funds in excess of $25,000 shall be either: A) Used to meet one of the three (3) CDBG National Objectives set forth by 24 CFR 570.208 of the CDBG Program regulations, until five (5) years after expiration of this Agreement, or such longer period of time as determined appropriate by the City; or B) Disposed of in a manner resulting in the CITY being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvements to, the property. 5.10 GENERAL CONDITIONS A) All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Herbert J. Bailey Department of Development and Housing Conservation Suite 401 300 Biscayne Blvd. Way Miami, Florida 33131 CONTRACTOR St. Community Development Corp. 1328 Northwest 3rd Avenue Miami, Florida 33130 B) Title and paragraph headings are for convenient reference and are not a part of this Agreement. 19 - 91-M 514 J C) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. D) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. E) Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 5.11 INDEPENDENT CONTRACTOR CONTRACTOR and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits and an employee of the CITY. 5.12 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. - 20 - 91-- 514 ARTICLE VI 6.0 CONTRACTOR CERTIFICATIONS CONTRACTOR certifies that: It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an official act of that CONTRACTOR's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the CONTRACTOR to act in connection with the Agreement and to provide such additional information as may be required. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. ATTEST: MATTY HIRAI CITY CLERK ATTEST: CORPORATE SECRETARY CITY OF MIAMI, a municipal Corporation of the State of Florida CESAR H. ODIO CITY MANAGER CONTRACTOR: PRESIDENT SEAL - 21 - GUARANTEE I , in consideration of the City of Miami's execution of the foregoing Agreement, the undersigned, guarantee the performance of the terms and conditions in said Agreement required to be performed by the CONTRACTOR including but not limited to the provisions relating to default, assurances, and certifications. Dated this __ day of , 19911, an individual By individually WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURA APPROV JORGE CITY A F1 E. No. 1 CITY OF MIAMI, FLORIDA HOUSING COMMUNITY BASED ORGANIZATION (CBO) THIS AGREEMENT entered into this day of , 1991, between the CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY'), and WYNWOOD COMMUNITY ECONOMIC DEVELOPMENT CORPORATION, a Florida not for profit corporation, (hereinafter referred to as the "CONTRACTOR-). Seventeenth (17th) Year FUNDING SOURCE: Community Development Block Grant Funds TERM OF AGREEMENT: July 1, 1991 to June 30, 1992 AMOUNT: $ 43,270.00 VENDOR NUMBER: TAX IDENTIFICATION NO.: 59-2152061 EXECUTIVE DIRECTOR: William Rios ADDRESS: 225 Northeast 34th Street - Suite 209 - Miami, Florida 33137 TELEPHONE NO.: (305)576-0440 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I 1.0 BASIC REQUIREMENTS 1.1 Corporate Resolution authorizing execution of this Agreement. 1.2 Work Program (approved by the CITY). The Work Program submitted by the CONTRACTOR to the CITY became an attachment to this agreement and shall include the following: 1. A description of the work to be performed; 2. A schedule for completing the work; and 3. A budget. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the CONTRACTOR under this agreement. 91-- 514 9 1.3 1.4 1.5 1.6 1.7 1.8 1.9 Budget Summary, to include: completion of CONTRACTOR's Program/Line-Item Budget/Expenditure Justification, Total Actual and Projected Funds Disclosure, and Staff Salaries Schedule (on forms supplied by the CITY); budget for program -generated revenues; copies of all subcontracts and/or management services Agreements funded in whole or in part under this Agreement. Certificate of Insurance which reflects CONTRACTOR Is current liability insurance, naming the CITY as primary or additional insured as determined by the Risk Management Division of the CITY; current Workers' Compensation insurance; current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); and other coverage as deemed necessary, if applicable (i.e. automobile insurance). CONTRACTOR's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). Copy of CONTRACTOR's Article of Incorporation, Charter and Bylaws. List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers) . List of Key Staff Persons, with their titles, who will carry out this program. Completion of Authorized Representative Statement. Completion of Statement of Accounting System. A letter from an independent Certified Public Accountant which expresses the opinion that the CONTRACTOR's internal controls are adequate to safeguard the organization's assets. 1.12 Copy of last Audit Report as performed by an independent C.P.A. 1.13 Corporate Personnel Policies and Procedures. 1.14 Job Description and Resumes for all positions funded in whole or in part under this Agreement. - 2 - 91-- 514 1.15 Acceptance of Office of Management and Budget (OMB) Circular A-110, Attachments "A" (Cash Depositaries), "B" (Bonding and Insurance) , "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property Management Standards), and "0" (Procurement Standards), as modified by 24 CFR Part 570.502 (b), "Applicability of Uniform Administrative Requirements," of the Development and Housing Conservation Block Grant (CDBG) Program regulations, Final Rule, and provided as an attachment to this Agreement (Attachment I). 1.16 Copy of last Income Tax Return (IRS Form 990). ARTICLE II 2.0 RECORDS TO BE MAINTAINED 2.1 CONTRACTOR shall establish and maintain sufficient records to enable the CITY to determine whether the CONTRACTOR has met the requirements of this part. At a minimum, the following records are needed: a) Records providing a full description of each activity assisted (or being assisted) with CDBG funds, including its location (if the activity has a geographical locus), the amount of CDBG funds budgeted, obligated and expended for the activity, and the provision in 24 CFR Subpart C under the CDBG Program regulations which it is eligible. b) Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family sizu& is required, the CONTRACTOR may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low and moderate income person" and "low and moderate income household" as set 3 - 91- 514 forth by 24 CFR 570.3; or the CONTRACTOR may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or the CONTRACTOR may substitute a notice that the assisted person is a referral from a state, to refer individuals it determines to be low and moderate income persons based on HUD's criteria and _ agrees to maintain documentation supporting these _ determinations. Such records shall include the following information (Attachment I). 1) For each activity determined to benefit low and moderate income persons, the income limits applied and the point in time when the benefit was determined. 2) For each activity carried out for the purpose of providing or improving housing which is determined to benefit low and moderate income persons: i) A copy of a written agreement with each landlord or developer receiving CDBG assistance indicating the total number of dwelling units in each multifamily structure assisted and the number of those units which will be occupied by low and moderate income households after assistance; ii) The total cost of the activity, including both CDBG and non-CDBG funds. iii) For each unit occupied by low and moderate income household, the size and income of the household; iv) For rental housing only: A) The rent charged (or to be charged) after assistance for each dwelling unit in each structure assisted; and n - 4 - 91- 514 B) Such information as necessary to show the affordability of units occupied (or to be occupied) by low and moderate income households pursuant to criteria established and made public by the recipient; v) For each property acquired on which there are no structures, evidence of commitments ensuring that the criteria in 570.208(a)(3) will be met when the structures are built; and vi) Where applicable, records demonstrating that the activity qualifies under the special conditions at 570.208(a) (3) (i) . 3) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing one or more of the conditions which qualified an area as a slum or blighted area; i) The boundaries of the area; and ii) A description of the conditions which qualified the area at the time of its designation in sufficient detail to demonstrate how the area met the criteria in 570.208 (b) (1) . 4) For each residential rehabilitation activity determined to aid in the prevention or elimination of slums or blight in a slum or blighted area: i) The local definition of "substandard"; ii) A pre -rehabilitation inspection report describing the deficiencies in each structure to be rehabilitated; and iii) Details and scope of CDBG assisted rehabilitation, by structure. 5) For each activity determined to aid in the prevention or elimination of slums or blight based r, 5 - 91w 514 low on the elimination of specific conditions of blight - or physical decay not located in a slum or blighted area: i) A description of the specific condition of blight or physical decay treated; and ii) For rehabilitation carried out under this category, a description of the specific conditions detrimental to public health and safety which were identified and the details and scope of the CDBG assisted rehabilitation by structure. 6) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing slums or blight in an urban renewal area, a copy of the Urban Renewal Plan, as in effect at the time the activity is carried out, including maps an supporting documentation. a) Records which demonstrate compliance with 24 CFR 570.505 regarding any change of use of real property acquired or improved with CDBG assistance. b) Records which demonstrate compliance with the requirements in 570.606 regarding acquisition, displacement, relocation, and replacement housing. c) Fair housing and equal opportunity records ;ontaining: 1) Documentation of the actions the recipient has carried out with its housing and Development and Housing Conservation and other resources to remedy or ameliorate any conditions limiting fair housing choice in the recipient's community, and documentation of any other official actions the recipient has taken which demonstrate its support for fair housing, such as development of a fair housing analysis described in 24 CFR 570.904(c). 2) Data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG funds. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 3) Data on employment in each of the recipients operating units funded in whole or in part with CDBG funds, with such data maintained in the categories prescribed on the Equal Employment Opportunity Commission's EEO-4 form; and documentation of any actions undertaken to assure equal employment opportunities to all persons regardless of race, color, national origin, sex or handicap in operating units funded in whole or in part under this part. 4) Data indicating the race and ethnicity of households (and gender of single heads of households) displaced as a result of CDBG funded activities, together with the address and census tract of the housing units to which each displaced household relocated. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 5) Documentation of actions undertaken to meet the requirements of 24 CPR 570.607(b) which implements - 7 - 91- 514 d) e) f) section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of low and moderate income persons and the use of local businesses. 6) Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with CDBG funds, data indicating which of those entities are women's business enterprises as defined in Executive Order 12138, the amount of the contract or subcontract, and documentation of recipient's affirmative steps to assure that minority business and women's business enterprises have an equal opportunity to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. Such affirmative steps may include, but are not limited to, technical assistance open to all businesses but designed to enhance opportunities for these enterprises and special outreach efforts to inform them of contract opportunity. Such steps shall not include preferring any business in the award of nay contract or subcontract solely or in part on the basis of race or gender. Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. Agreements and other records related to lump sum disbursements to private financial institutions for financing rehabilitation as prescribed in 24 CFR 570.513; and Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. 91- 514 2.2 As a necessary part of this Agreement, the CONTRACTOR shall provide the following documents to the Department of Development and Housing Conservation, in accordance with the requirements of the Agreement: a) Final Expenditure Report to be submitted no later than thirty (30) days after contract expiration. b) Certified Independent Audit to be submitted sixty (60) days after contract expiration. CONTRACTORS receiving monies from the Department of Development and Housing Conservation must allocate in its budget sufficient funds to secure an annual independent audit which must include the expression of an opinion on the Contractor's financial statements, and a compliance letter stating whether the CONTRACTOR is in conformity with federal grant regulations (Office of Management and Budget Circular A-110). Said audit must be submitted no later than sixty (60) days after the expiration of the Community Based Organization Agreement with the Department of Development and Housing Conservation. The City of Miami's Department of Internal Audits and Reviews shall have the authority to review CONTRACTOR's records, including programmatic records and books of account, for a period of up to three (3) years from the termination date of the Agreement. All books of account and supporting documentation should be kept by the Contractor at least three (3) years for audit purposes. ARTICLE III 3.0 PROCEDURES 3.1 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1991, to June 30, 1992. n - 9 - 91" 514 3.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami Department of Development and Housing Conservation (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 3.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each 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. 3.4 OBLIGATION OF CONTRACTOR The CONTRACTOR shall carry out the services as prescribed in its Work Program (Attachment II), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the U.S. Department of Housing and Urban Development (HUD) and the City of Miami Department of Development and Housing Conservation. 3.5 POLICIES AND PROCEDURES MANUAL CONTRACTOR is aware and accepts the policies and procedures manual (Attachment III) for Community Based Organizations as the official document ' which outlines the fiscal, administrative and Federal guidelines and which shall regulate the day-to-day operations of the CONTRACTOR, which is attached and incorporate herein and made a part of this Agreement. 0 - 10 - 9►1-- 514 3.6 BONDING AND INSURANCE CONTRACTOR shall maintain insurance and bonding coverages acceptable to the CITY's Risk Management Division of the Personnel Management Department. Prior to commencing any activity under this Agreement, the CONTRACTOR shall furnish to the CITY certificates of insurance and bonding indicating that the CONTRACTOR is in compliance with the provisions of this article. CONTRACTOR shall provide the following coverages: a) Insurance coverage that reflects sound business practices acceptable to the CITY's Risk Management - Division of the Personnel Management Department. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the maximum amount of cash held at any one time. CITY shall be a primary additional insured on all insurance policies and there shall be no exclusions - in such policies to override the CITY coverage. c) Current liability insurance shall be rated by A.M. Best's as to "A" Classification and "V" as to financial size. Compliance with the foregoing requirements shall not relieve _ the CONTRACTOR of its liability and obligations under this section or under any other section of this Agreement. 3.7 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Development and Housing Conservation is to be notified in writing immediately, giving all pertinent details and indicating when service shall begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the CONTRACTOR, in existence prior to the initiation of . 91- 514 services hereunder, shall be continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement shall not result in the displacement of employed workers, impair existing contracts for services, 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. 3.8 OTHER PROGRAM REQUIREMENTS a) CONTRACTOR shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment IV) which is attached and incorporated herein and made a part of this Agreement. b) CONTRACTOR shall carry out its Work Program in compliance with all Federal laws and regulations described in Subpart K of the CDBG Program regulation 24 CFR 570.600-612, (Attachment I). c) CONTRACTOR shall not assume the CITY's environmental responsibilities described at 24 CFR 570.604 of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372 (Attachment I) . 3.9 PROGRAM INCOME Program income means gross income received by the CONTRACTOR which has been directly generated via the use of CDBG funds. When such income is generated by an activity that is only partially assisted with CDBG funds, the income shall be prorated to reflect the percentage of CDBG funds used. Program income generated by CDBG funded activities shall be retained by CONTRACTOR and shall by used to only undertake those activities specifically approved by the CITY on the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when the - 12 - Agreement expires or received after such expiration shall be paid to the CITY, as required by 24 CFR 570.503(b)(8) of the CDBG Program regulation. CONTRACTOR shall submit a Program Income Report on a monthly basis along with the required monthly Work Program Status Report. The Program Income Report will identify CDBG activities in which income was derived and how income has been utilized. 3.10 REPORTS, AUDITS AND EVALUATIONS The CONTRACTOR shall comply with the Federal Directive required by the U.S. Department of Housing and Urban Development (USHUD) to document that program activities are provided for the benefit of low to moderate income persons. In accordance with the Code of Federal Regulations 24 CFR Part 570.506, records shall be maintained for each activity to determine that services benefit low and moderate income persons. At the request of CITY, CONTRACTOR shall transmit to CITY written statements of CONTRACTOR's official policy on specified issues relating to CONTRACTOR's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; CONTRACTOR shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. ARTICLE IV 4.0 FUNDING 4.1 COMPENSATION A) CITY shall pay CONTRACTOR, as maximum compensation for the services required pursuant to Article II hereof, $43,270.00. f 13 91-- 514 B) CITY shall have the right to review and audit the time records and related records of CONTRACTOR pertaining to any payments by CITY. C) All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget. Such written request shall contain a statement declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is - made and all invoices are required to be paid by CONTRACTOR prior to submission. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice with a copy of the check which was used to pay that specific invoice. Within 60 days of submitting reimbursement request, copies of the cancelled checks shall be submitted. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling - the total of the invoice. No miscellaneous categories shall be accepted as a line item in the budget. Request for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to the end of the term of the Agreement. D) Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred. Failure to comply may result in the rejection for repayment of those invoices within the reimbursement package which do not meet this requirement. 14 - 91- 514 E) CONTRACTOR must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement. If the CONTRACTOR fails to comply, all rights to payment are forfeited and the CITY shall not honor any request submitted after the aforesaid agreed upon period. F) Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the CONTRACTOR as a part of this contract and any modifications thereto. 4.2 GENERATED REVENUES: CONTRACTOR is required to generate revenues in the amount of sixteen thousand five hundred dollars ($16,500, by June 30, 1991, from approved revenue generating projects. These funds are to be used in lieu of an advance on the fiscal 1991-92 City contract. Funds generated by grants (federal, state and local) will be considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1991, future contracts with the GRANTEE will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 4.3 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of CONTRACTOR at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. CONTRACTOR agrees to provide all financial and other applicable records and documentation of services to CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute n - 15 - 91- 514 i allowable expenditures. Any payments made to CONTRACTOR are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the CONTRACTOR shall fail (i) to comply with the terms of this Agreement or (ii) to accept conditions imposed by CITY at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 4.6 SEPARATION OF CHURCH/STATE In accordance with First Amendment Church/State principles, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including similar activities, as directed by 24 CFR 570.200(j). CONTRACTOR shall comply with this provision when entering into subcontracts. ARTICLE V 5.0 GENERAL REQUIREK.ENTS 5.1 INDEMNIFICATION CONTRACTOR, shall. pay on behalf of, and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONTRACTOR's activities under this Agreement, including all other acts or omissions to act on the part of CONTRACTOR, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered G - 16 - 91- 51_4 against the CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the - defense of any such claims or in the investigation thereof. 5.2 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 5.3 OWNERSHIP OF DOCUMENTS All documents developed by CONTRACTOR under this Agreement shall be delivered to CITY by said CONTRACTOR upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. CONTRACTOR agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and CONTRACTOR 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 CITY to CONTRACTOR pursuant to this Agreement shall at all time remain the property of CITY and shall not be used by CONTRACTOR for any other purposes whatsoever without the written consent of CITY. 5.4 AWARD OF AGREEMENT CONTRACTOR warrants that it 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 unless CITY shall first consent in - 17 - Sir- 514 writing to the performance or assignment of such services or any part thereof by another person or firm. 5.6 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 5.7 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, CONTRACTOR agrees and understands that CITY has no obligation to renew this Agreement. - 5.8 TERMINATION OF CONTRACT CITY 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 CITY. In that event, notice of termination of this Agreement shall be in writing to 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 CITY pay CONTRACTOR an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and CONTRACTOR that any payment made in accordance with this Section to CONTRACTOR shall be made only if said CONTRACTOR is not in default under the terms of this Agreement. If CONTRACTOR is in default, then CITY shall in no way be obligated and shall not pay to CONTRACTOR any sum whatsoever. It is also understood that in accordance with 24 CFR 85.43- 44 of the CDBG rules and regulations, suspension or termination may occur if CONTRACTOR fails to comply with any term of this Agreement, or if the CITY deems it convenient to terminate it. 5.9 REVERSION OF ASSETS Upon expiration of this Agreement, the CONTRACTOR shall 0 - 18 - 91-- 514 transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property that was acquired or improved by CONTRACTOR in whole or in part with CDBG funds in excess of $25,000 shall be either: A) Used to meet one of the three (3) CDBG National Objectives set forth by 24 CFR 570.208 of the CDBG Program regulations, until five (5) years after expiration of this Agreement, or such longer period of time as determined appropriate by the City; or B) Disposed of in a manner resulting in the CITY being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvements to, the property. 5.10 GENERAL CONDITIONS A) All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Herbert J. Bailey Department of Development and Housing Conservation Suite 401 300 Biscayne Blvd. Way Miami, Florida 33131 CONTRACTOR Wynwood Community Economic Development Corporation 225 Northeast 34th Street Suite 209 Miami, Florida 33137 B) Title and paragraph headings are for convenient reference and are not a part of this Agreement. 0 - 19 - 91- 514 Y;_ C) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. D) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. E) Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 5.11 INDEPENDENT CONTRACTOR CONTRACTOR and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits and an employee of the CITY. 5.12 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. - 20 - 91-- 514 11 ARTICLE VI 6.0 CONTRACTOR CERTIFICATIONS CONTRACTOR certifies that: It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an official act of that CONTRACTOR's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the CONTRACTOR to act in connection with the Agreement and to provide such additional information as may be required. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal Corporation of the State of Florida ATTEST: MATTY HIRAI CITY CLERK ATTEST: CORPORATE SE GUARANTEE I , in consideration of the City of Miami's execution of the foregoing Agreement, the undersigned, guarantee the performance of the terms and conditions in said Agreement required to be performed by the CONTRACTOR including but not limited to the provisions relating to default, assurances, and certifications. Dated this day of 1991, an individual By individually WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURANCE COORDINATOR APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY 0 - 22 - 0 � L CITY OF MIAMI, FLORIDA HOUSING COMMUNITY BASED ORGANIZATION (CBO) THIS AGREEME 1991, between the State of Florida, TACOLCY ECONOMIC profit corporat "CONTRACTOR-). No. 1 NT entered into this day of , CITY OF MIAMI, a municipal corporation of the (hereinafter referred to as the *CITY'), and DEVELOPMENT CORPORATION, a Florida not for ion, (hereinafter referred to as the Seventeenth (17th) Year FUNDING SOURCE: Community Development Block Grant Funds TERM OF AGREEMENT: July 1, 1991 to June 30, 1992 AMOUNT: $ 43,270.00 VENDOR NUMBER: TAX IDENTIFICATION NO.: 59-2246692 EXECUTIVE DIRECTOR: Otis Pitts, Jr. ADDRESS: 645 Northwest 62nd Street - Suite 300 - Miami, Florida 33150 TELEPHONE NO.: (305) 757-3737 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I 1.0 BASIC REQUIREMENTS 1.1 Corporate Resolution authorizing execution of this Agreement. 1.2 Work Program (approved by the CITY). The Work Program submitted by the CONTRACTOR to the CITY became an attachment to this agreement and shall include the following: 1. A description of the work to be performed; 2. A schedule for completing the work; and 3. A budget. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the CONTRACTOR under this agreement. Schedule (on forms supplied by the CITY); budget for program -generated revenues; copies of all subcontracts and/or management services Agreements funded in whole or in - part under this Agreement. 1.4 Certificate of Insurance which reflects CONTRACTOR'S current liability insurance, naming the CITY as primary or additional insured as determined by the Risk Management Division of the CITY; current Workers' Compensation insurance; current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); and other coverage as deemed necessary, if applicable (i.e. automobile insurance). 1.5 CONTRACTOR'S Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.6 Copy of CONTRACTOR's Article of Incorporation, Charter and Bylaws. 1.7 List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1„8 List of Key Staff Persons, with their titles, who will carry out this program. 1.9 Completion of Authorized Representative Statement. 1.10 Completion of Statement of Accounting System. 1.11 A letter from an independent Certified Public Accountant which expresses the opinion that the CONTRACTOR'S internal controls are adequate to safeguard the organization's assets. 1.12 Copy of last Audit Report as performed by an independent C.P.A. 1.13 Corporate Personnel Policies and Procedures. 1.14 Job Description and Resumes for all positions funded in whole or in part under this Agreement. 1.15 Acceptance of Office of Management and Budget (OMB) Circular A-110, Attachments "A" (Cash Depositaries), "B" r - z _ 91-- 514 C� (Bonding and Insurance), "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property Management Standards), and "0" (Procurement Standards), as modified by 24 CFR Part 570.502 (b), "Applicability of Uniform Administrative Requirements," of the Development and Housing Conservation i Block Grant (CDBG) Program regulations, Final Rule, and provided as an attachment to this Agreement (Attachment I). 1.16 Copy of last Income Tax Return (IRS Form 990). 2.0 2.1 ARTICLE II RECORDS TO BE MAINTAINED CONTRACTOR shall establish and maintain sufficient records - to enable the CITY to determine whether the CONTRACTOR has met the requirements of this part. At a minimum, the following records are needed: a) Records providing a full description of each activity assisted (or being assisted) with CDBG funds, including its location (if the activity has a geographical locus), the amount of CDBG funds budgeted, obligated and expended for the activity, and the provision in 24 CFR Subpart C under the CDBG Program regulations which it is eligible. b) Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the CONTRACTOR may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low and moderate income person" and "low and moderate income household" as set forth by 24 CFR 570.3; or the CONTRACTOR may substitute - 3 - 91- 514 a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or the CONTRACTOR may substitute a notice that the assisted person is a referral from a state, to refer individuals it determines to be low and i moderate income persons based on HUD's criteria and i agrees to maintain documentation supporting these determinations. Such records shall include the following information (Attachment I). 1) For each activity determined to benefit low and moderate income persons, the income limits applied and the point in time when the benefit was determined. 2) For each activity carried out for the purpose of providing or improving housing which is determined to benefit low and moderate income persons: i) A copy of a written agreement with each landlord or developer receiving CDBG assistance indicating the total number of dwelling units in each multifamily structure assisted and the number of those units which i I will be occupied by low and moderate income households after assistance; i ii) The total cost of the activity, including both s CDBG and non-CDBG funds. iii) For each unit occupied by low and moderate income household, the size and income of the E household; iv) For rental housing only: i A) The rent charged (or to be charged) after assistance for each dwelling unit in each structure assisted; and r - 4 - 3 91- 514 B) Such information as necessary to show the affordability of units occupied (or to be occupied) by low and moderate income households pursuant to criteria established and made public by the recipient; v) For each property acquired on which there are no structures, evidence of commitments ensuring that the criteria in 570.208(a)(3) will be met when the structures are built; and vi) Where applicable, records demonstrating that the activity qualifies under the special conditions at 570.208(a) (3) (i). 3) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing one or more of the conditions which qualified an area as a slum or blighted area; i) The boundaries of the area; and ii) A description of the conditions which qualified the area at the time of its designation in sufficient detail to demonstrate how the area met the criteria in 570.208 (b) (1) . 4) For each residential rehabilitation activity determined to aid in the prevention or elimination of slums or blight in a slum or blighted area: i) The local definition of "substandard"; ii) A pre -rehabilitation inspection report describing the deficiencies in each structure to be rehabilitated; and iii) Details and scope of CDBG assisted rehabilitation, by structure. 5) For each activity determined to aid in the prevention or elimination of slums or blight based 0 - 5 - g1_ 514 S 0 a) b) c) on the elimination of specific conditions of blight or physical decay not located in a slum or blighted area: i) A description of the specific condition of blight or physical decay treated; and ii) For rehabilitation carried out under this category, a description of the specific conditions detrimental to public health and safety which were identified and the details and scope of the CDBG assisted rehabilitation by structure. 6) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing slums or blight in an urban renewal area, a copy of the Urban Renewal Plan, as in effect at the time the activity is carried out, including maps an supporting documentation. Records which demonstrate compliance with 24 CFR 570.505 regarding any change of use of real property acquired or improved with CDBG assistance. Records which demonstrate compliance with the requirements in 570.606 regarding acquisition, displacement, relocation, and replacement housing. Fair housing and equal opportunity records containing: 1) Documentation of the actions the recipient has carried out with its housing and Development and Housing Conservation and other resources to remedy or ameliorate any conditions limiting fair housing choice in the recipient's community, and documentation of any other official actions the recipient has taken which demonstrate its support for fair housing, such as development of a fair housing analysis described in 24 CFR 570.904(c). 91- 514 0 2) Data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG funds. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 3) Data on employment in each of the recipients operating units funded in whole or in part with CDBG funds, with such data maintained in the categories prescribed on the Equal Employment Opportunity Commission's EEO-4 form; and documentation of any actions undertaken to assure equal employment opportunities to all persons regardless of race, color, national origin, sex or handicap in operating units funded in whole or in part under this part. 4) Data indicating the race and ethnicity of households (and gender of single heads of households) displaced as a result of CDBG funded activities, together with the address and census tract of the housing units to which each displaced household relocated. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 5) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements 1* 0 section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of low and moderate income persons and the use of local businesses. 6) Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25#000 or more paid, or to be paid, with CDBG funds, data indicating which of those entities are women's business enterprises as defined in Executive order 12138, the amount of the contract or subcontract, and documentation of recipient's affirmative steps to assure that minority business and women's business enterprises have an equal opportunity to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. Such affirmative steps may include, but are not limited to, technical assistance open to all businesses but designed to enhance opportunities for these enterprises and special outreach efforts to inform them of contract opportunity. Such steps shall not include preferring any business in the award of nay contract or subcontract solely or in part on the basis of race or gender. d) Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. e) Agreements and other records related to lump sum disbursements to private financial institutions for financing rehabilitation as prescribed in 24 CFR 570.513; and f) Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. - 8 - 91-- 514 2.2 As a necessary part of this Agreement, the CONTRACTOR shall provide the following documents to the Department of Development and Housing Conservation, in accordance with the requirements of the Agreement: a) Final Expenditure Report to be submitted no later than thirty (30) days after contract expiration. b) Certified Independent Audit to be submitted sixty (60) days after contract expiration. CONTRACTORS receiving monies from the Department of Development and Housing Conservation must allocate in its budget sufficient funds to secure an annual independent audit which must include the expression of an opinion on the Contractor's financial statements, and a compliance letter stating whether the CONTRACTOR is in conformity with federal grant regulations (Office of Management and Budget Circular A-110). Said audit must be submitted no later than sixty (60) days after the expiration of the Community Based Organization Agreement with the Department of Development and Housing Conservation. The City of Miami's Department of Internal Audits and Reviews shall have the authority to review CONTRACTOR's records, including programmatic records and books of account, for a period of up to three (3) years from the termination date of the Agreement. All books of account and supporting documentation should be kept by the Contractor at least three (3) years for audit purposes. ARTICLE III 3.0 PROCEDURES 3.1 TIME OF PERFORMANCE The term of this Agreement shall be from July .1,,1991, to June 30, 1992. n - 9 - 91- 514 3.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami Department of Development and Housing Conservation 1 (hereinafter the "DEPARTMENT") will act on behalf of the i �i CITY in the fiscal control, programmatic monitoring, and amodification of this Agreement, except as otherwise provided by this Agreement. 3.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each 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. 3.4 OBLIGATION OF CONTRACTOR The CONTRACTOR shall carry out the services as prescribed in its Work Program (Attachment II), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the U.S. Department of Housing and Urban Development (HUD) and the City of Miami Department of Development and Housing Conservation. 3.5 POLICIES AND PROCEDURES MANUAL CONTRACTOR is aware and accepts the policies and procedures manual (Attachment III) for Community Based Organizations as the official document ' which outlines the fiscal, administrative and Federal guidelines and which shall regulate the day-to-day operations of the CONTRACTOR, which is attached and incorporate herein and made a part of this Agreement. 10 - _ 91- 514 3.6 BONDING AND INSURANCE CONTRACTOR shall maintain insurance and bonding coverages acceptable to the CITY's Risk Management Division of the Personnel Management Department. Prior to commencing any activity under this Agreement, the CONTRACTOR shall furnish to the CITY certificates of insurance and bonding indicating that the CONTRACTOR is in compliance with the provisions of this article. CONTRACTOR shall provide the following coverages: a) Insurance coverage that reflects sound business practices acceptable to the CITY's Risk Management Division of the Personnel Management Department. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the maximum amount of cash held at any one time. CITY shall be a primary additional insured on all insurance policies and there shall be no exclusions in such policies to override the CITY coverage. c) Current liability insurance shall be rated by A.M. Best's as to "A" Classification and "V" as to financial size. i Compliance with the foregoing requirements shall not relieve the CONTRACTOR of its liability and obligations under this section or under any other section of this Agreement. 3.7 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Development and Housing Conservation is to be notified in writing immediately, giving all pertinent details and indicating when service shall begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the CONTRACTOR, in existence prior to the initiation of f 11 '- lb 0 services hereunder, shall be continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement shall not result in the displacement of employed workers, impair existing contracts for services, 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 . 3.8 OTHER PROGRAM REQUIREMENTS a) CONTRACTOR shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment IV) which 12 attached and incorporated herein and made a part of this Agreement. b) CONTRACTOR shall carry out its Work Program in compliance with all Federal laws and regulations described in Subpart K of the CDBG Program regulation 24 CFR 570.600-612, (Attachment I). c) CONTRACTOR shall not assume the CITY's environmental responsibilities described at 24 CFR 570.604 of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372 (Attachment I). 3.9 PROGRAM INCOI4E Program income means gross income received by the CONTRACTOR which has been directly generated via the use of CDBG funds. When such income is generated by an activity that is only partially assisted with CDBG funds, the income shall be prorated to reflect the percentage of CDBG funds used. Program income generated by CDBG funded activities shall be retained by CONTRACTOR and shall by used to only undertake those activities specifically approved by the CITY on the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when the 0 - 12 - 91-- 514 -0 # Agreement expires or received after such expiration shall be paid to the CITY, as required by 24 CFR 570.503(b)(8) of the CDBG Program regulation. CONTRACTOR shall submit a Program Income Report on a monthly basis along with the required monthly Work Program Status Report. The Program Income Report will identify CDBG activities in which income was derived and how income has been utilized. 3.10 REPORTS, AUDITS AND EVALUATIONS The CONTRACTOR shall comply with the Federal Directive required by the U.S. Department of Housing and Urban Development (USHUD) to document that program activities are provided for the benefit of low to moderate income persons. In accordance with the Code of Federal Regulations 24 CFR Part 570.506, records shall be maintained for each activity to determine that services benefit low and moderate income persons. At the request of CITY, CONTRACTOR shall transmit to CITY written statements of CONTRACTOR's official policy on specified issues relating to CONTRACTOR's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; CONTRACTOR shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. ARTICLE IV 4.0 FUNDING 4.1 COMPENSATION A) CITY shall pay CONTRACTOR, as maximum compensation for the services required pursuant to Article II hereof, $43,270.00. 0 - 13 - 91 - 514 B) CITY shall have the right to review and audit the time records and related records of CONTRACTOR pertaining to any payments by CITY. C) All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget. Such written request shall contain a statement declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made and all invoices are required to be paid by CONTRACTOR prior to submission. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice with a copy of the check which was used to pay that specific invoice. Within 60 days of submitting reimbursement request, copies of the cancelled checks shall be submitted. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line item in the budget. Request for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to the end of the term of the Agreement. D) Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred. Failure to comply may result in the rejection for repayment of those invoices within the reimbursement package which do not meet this requirement. - 14 - 9i-- 514 E) CONTRACTOR must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement. If the CONTRACTOR fails to comply, all rights to payment are forfeited and the CITY shall not honor any request submitted after the aforesaid agreed upon period. F) Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the CONTRACTOR as a part of this contract and any modifications thereto. 4.2 GENERATED REVENUES: CONTRACTOR is required to generate revenues in the amount of sixteen thousand five hundred dollars ($16,500, by June 30, 1991, from approved revenue generating projects. These funds are to be used in lieu of an advance on the fiscal 1991-92 City contract. Funds generated by grants (federal, state and local) will be considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1991, future contracts With the GRANTEE will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 4.3 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of CONTRACTOR at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. CONTRACTOR agrees to provide all financial and other applicable records and documentation of services to CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute - 15 - 91- 514 allowable expenditures. Any payments made to CONTRACTOR are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the CONTRACTOR shall fail (i) to comply with the terms of this Agreement or (ii) to accept conditions imposed by CITY at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. i 4.6 SEPARATION OF CHURCH/STATE In accordance with First Amendment Church/State principles, i CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, i including similar activities, as directed by 24 CFR 570.200(j). CONTRACTOR shall comply with this provision when entering into subcontracts. E i — ARTICLE V s 5.0 GENERAL REQUIREMENTS 5.1 INDEMNIFICATION CONTRACTOR, shall pay on behalf of, and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONTRACTOR's activities under this Agreement, including all other acts or omissions to act on the part of CONTRACTOR, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered t i z r 16 91M 5i4 t t i 0 .0 against the CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 5.2 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. I i 5.3 OWNERSHIP OF DOCUMENTS All documents developed by CONTRACTOR under this Agreement shall be delivered to CITY by said CONTRACTOR upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. CONTRACTOR agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and CONTRACTOR shall be subject to all provisions of the Public Records Law, I Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by CITY to CONTRACTOR pursuant to this Agreement shall at all time remain the property of CITY and shall not be used by CONTRACTOR for any other purposes whatsoever without the written consent of CITY. 5.4 AWARD OF AGREEMENT CONTRACTOR warrants that it 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. j 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 unless CITY shall first consent in 17 - 91- 514 writing to the performance or assignment of such services or any part thereof by another person or firm. 5.6 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 5.7 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, CONTRACTOR agrees and understands that CITY has no obligation to renew this Agreement. 5.8 TERMINATION OF CONTRACT CITY 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 CITY. In that event, notice of termination of this Agreement shall be in writing to 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 CITY pay CONTRACTOR an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and CONTRACTOR that any payment made in accordance with this Section to I CONTRACTOR shall be made only if said CONTRACTOR is not in 1 default under the terms of this Agreement. If CONTRACTOR is in default, then CITY shall in no way be obligated and shall not pay to CONTRACTOR any sum whatsoever. It is also understood that in accordance with 24 CFR 85.43- 44 of the CDBG rules and regulations, suspension or termination may occur if CONTRACTOR fails to comply with any term of this Agreement, or if the CITY deems it convenient to terminate it. 5.9 REVERSION OF ASSETS Upon expiration of. this Agreement, the CONTRACTOR shall 91- 514 transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property that was acquired or improved by CONTRACTOR in whole or in part with CDBG funds in excess of $25,000 shall be either: A) Used to meet one of the three (3) CDBG National Objectives set forth by 24 CFR 570.208 of the CDBG Program regulations, until five (5) years after expiration of this Agreement, or such longer period of time as determined appropriate by the City; or B) Disposed of in a manner resulting in the CITY being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvements to, the property. 5.10 GENERAL CONDITIONS A) All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI CONTRACTOR Herbert J. Bailey Tacolcy Economic Development Department of Development Corporation and Housing Conservation 645 Northwest 62nd Street Suite 401 Suite 300 300 Biscayne Blvd. Way Miami, Florida 33150 Miami, Florida 33131 B) Title and paragraph headings are for convenient reference and are not a part of this Agreement. 19 - 91- 514 C) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. D) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. E) Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 5.11 INDEPENDENT CONTRACTOR CONTRACTOR and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits and an employee of the CITY. 5.12 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. - 20 - 91- 514 ARTICLE VI 6.0 CONTRACTOR CERTIFICATIONS CONTRACTOR certifies that: It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an official act of that CONTRACTOR's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the CONTRACTOR to act in connection with the Agreement and to provide such additional information as may be required. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. ATTEST: MATTY HIRAI CITY CLERK ATTEST: CORPORATE SECRETARY CITY OF MIAMI, a municipal Corporation of the State of Florida CESAR H. ODIO CITY MANAGER CONTRACTOR: PRESIDENT SEAL - 21 -- 91- 514 GUARANTEE I , in consideration of the City of Miami's execution of the foregoing Agreement, the undersigned, guarantee the performance of the terms and conditions in said Agreement required to be performed by the CONTRACTOR including but not limited to the provisions relating to default, assurances, and certifications. Dated this day of , 1991, , an individual By , individually WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURANCE COORDINATOR APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY f - 22 - 91- 514 11 0 No. 1 CITY OF MIAMI, FLORIDA HOUSING COMMUNITY BASED ORGANIZATION (CBO) THIS AGREEMENT entered into this day of , 1991, between the CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY'), and EAST LITTLE HAVANA COMMUNITY DEVELOPMENT CORPORATION, a Florida not for profit corporation, (hereinafter referred to as the -CONTRACTOR-). Seventeenth (17th) Year FUNDING SOURCE: Community Development Block Grant Funds TERM OF AGREEMENT: July 1, 1991 to June 30, 1992 AMOUNT: $ 43,270.00 VENDOR NUMBER: TAX IDENTIFICATION NO.: 59-2663181 EXECUTIVE DIRECTOR: Manny Rivero ADDRESS: 1699 Coral Way - Suite 512 - Miami, Florida 33145 TELEPHONE NO.: (305) 856-2547 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I 1.0 BASIC REQUIREMENTS 1.1 Corporate Resolution authorizing execution of this Agreement. 1.2 Work Program (approved by the CITY). The Work Program submitted by the CONTRACTOR to the CITY became an attachment to this agreement and shall include the following: 1. A description of the work to be performed; 2. A schedule for completing the work; and 3. A budget. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the CONTRACTOR under this agreement. 1.3 Budget Summary, to include: completion of CONTRACTOR's Program/Line-Item Budget/Expenditure Justification, Total Actual and Projected Funds Disclosure, and Staff Salaries Schedule (on forms supplied by the CITY); budget for program -generated revenues; copies of all subcontracts and/or management services Agreements funded in whole or in part under this Agreement. 1.4 Certificate of Insurance which reflects CONTRACTOR's current liability insurance, naming the CITY as primary or additional insured as determined by the Risk Management Division of the CITY; current Workers' Compensation insurance; current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); and other coverage as deemed necessary, if applicable (i.e. automobile insurance). 1.5 CONTRACTOR's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.6 Copy of CONTRACTOR's Article of Incorporation, Charter and Bylaws. 1.7 List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.8 List of Key Staff Persons, with their titles, who will carry out this program. 1.9 Completion of Authorized Representative Statement. 1.10 Completion of Statement of Accounting System. 1.11 A letter from an independent Certified Public Accountant which expresses the opinion that the CONTRACTOR's internal controls are adequate to safeguard the organization's assets. 1.12 Copy of last Audit Report as performed by an independent C.P.A. 1.13 Corporate Personnel Policies and Procedures. 1.14 Job Description and Resumes for all positions funded in whole or in part under this Agreement. - 2 - 91 - 514 1.15 Acceptance of office of Management and Budget (OMB) Circular A-110, Attachments "A" (Cash Depositaries), "B" (Bonding and Insurance), "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property Management Standards), and "0" (Procurement Standards), as modified by 24 CFR Part 570.502 (b), "Applicability of Uniform Administrative Requirements," of the Development and Housing Conservation Block Grant (CDBG) Program regulations, Final Rule, and provided as an attachment to this Agreement (Attachment I). 1.16 Copy of last Income Tax Return (IRS Form 990). 2.0 2.1 ARTICLE II RECORDS TO BE MAINTAINED CONTRACTOR shall establish and maintain sufficient records to enable the CITY to determine whether the CONTRACTOR has met the requirements of this part. At a minimum, the following records are needed: a) Records providing a full description of each activity assisted (or being assisted) with CDBG funds, including its location (if the activity has a geographical locus), the amount of CDBG funds budgeted, obligated and expended for the activity, and the provision in 24 CFR Subpart C under the CDBG Program regulations which it is eligible. b) Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the CONTRACTOR may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low and moderate income person" and "low and moderate income household" as set I - 3 - 91- 514 0 0 forth by 24 CFR 570.3; or the CONTRACTOR may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or the CONTRACTOR may substitute a notice that the assisted person is a referral from a state, to refer individuals it determines to be low and moderate income persons based on HUD's criteria and agrees to maintain documentation supporting these determinations. Such records shall include the following information (Attachment I) . 1) For each activity determined to benefit low and moderate income persons, the income limits applied and the point in time when the benefit was determined. 2) For each activity carried out for the purpose of providing or improving housing which is determined to benefit low and moderate income persons: i) A copy of a written agreement with each landlord or developer receiving CDBG assistance indicating the total number of dwelling units in each multifamily structure assisted and the number of those units which will be occupied by low and moderate income households after assistance; ii) The total cost of the activity, including both CDBG and non-CDBG funds. iii) For each unit occupied by low and moderate income household, the size and income of the household; iv) For rental housing only: A) The rent charged (or to be charged) after assistance for each dwelling unit in each structure assisted; and u - 4 - 91 - 51.4 3) Such information as necessary to show the affordability of units occupied (or to be occupied) by low and moderate income households pursuant to criteria established and made public by the recipient; v) For each property acquired on which there are no structures, evidence of commitments ensuring that the criteria in 570.208(a)(3) will be met when the structures are built; and vi) Where applicable, records demonstrating that the activity qualifies under the special conditions at 570.208(a)(3)(i). 3) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing one or more of the conditions which qualified an area as a slum or blighted area; ( i) The boundaries of the area; and A' ii) A description of the conditions which qualified the area at the time of its +, designation in sufficient detail to j demonstrate how the area met the criteria in 570.208(b) (1) . 4) For each residential rehabilitation activity determined to aid in the prevention or elimination of slums or blight in a slum or blighted area: j i) The local definition of "substandard"; ii) A pre -rehabilitation inspection report a x describing the deficiencies in each structure to be rehabilitated; and 9' iii) Details and scope of CDBG assisted rehabilitation, �by structure. � 5) For each activity determined to aid in the i ' prevention or elimination of slums or blight based - 5 - 9� �- 514 a) b) c) on the elimination of specific conditions of blight or physical decay not located in a slum or blighted area: i) A description of the specific condition of blight or physical decay treated; and ii) For rehabilitation carried out under this category, a description of the specific conditions detrimental to public health and safety which were identified and the details and scope of the CDBG assisted rehabilitation by structure. 6) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing slums or blight in an urban renewal area, a copy of the Urban Renewal Plan, as in effect at the time the activity is carried out, including maps an supporting documentation. Records which demonstrate compliance with 24 CFR 570.505 regarding any change of use of real property acquired or improved with CDBG assistance. Records which demonstrate compliance with the requirements in 570.606 regarding acquisition, displacement, relocation, and replacement housing. Fair housing and equal opportunity records containing: 1) Documentation of the actions the recipient has carried out with its housing and Development and Housing Conservation and other resources to remedy or ameliorate any conditions limiting fair housing choice in the recipient's community, and documentation of any other official actions the recipient has taken which demonstrate its support for fair housing, such as development of a fair housing analysis described in 24 CPR 570.904(c). 6 - 91- 514 J i 2) Data on the extent to which each racial and ethnic group and single -headed households (by gender of - household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG funds. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 3) Data on employment in each of the recipients operating units funded in whole or in part with CDBG funds, with such data maintained in the categories prescribed on the Equal Employment Opportunity Commission's EEO-4 form; and documentation of any actions undertaken to assure equal employment opportunities to all persons regardless of race, color, national origin, sex or handicap in operating units funded in whole or in part under this part. 4) Data indicating the race and ethnicity of households (and gender of single heads of households) displaced as a result of CDBG funded activities, together with the address and census tract of the housing units to which each displaced household relocated. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 5) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements r - 7 - 91 - 514 i section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of low and moderate income persons and the use of local businesses. 6) Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with CDBG funds, data indicating which of those entities are - women's business enterprises as defined in Executive Order 12138, the amount of the contract or subcontract, and documentation of recipient's affirmative steps to assure that minority business and women's business enterprises have an equal opportunity to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. Such affirmative steps may include, but are not limited to, technical assistance open to all businesses but designed to enhance opportunities for these enterprises and special outreach efforts to inform them of contract opportunity. Such steps shall not include preferring any business in the award of nay contract or subcontract solely or in part on the _ basis of race or gender. d) Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. e) Agreements and other records related to lump sum - disbursements to private financial institutions for financing rehabilitation as prescribed in 24 CFR 570.513; and f) Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. _ 91- 514 �-a 2.2 As a necessary part of this Agreement, the CONTRACTOR shall provide the following documents to the Department of Development and Housing Conservation, in accordance with the requirements of the Agreement: a) Final Expenditure Report to be submitted no later than thirty (30) days after contract expiration. b) Certified Independent Audit to be submitted sixty (60) days after contract expiration. CONTRACTORS receiving monies from the Department of Development and Housing i Conservation must allocate in its budget sufficient i r funds to secure an annual independent audit which must include the expression of an opinion on the Contractor's s financial statements, and a compliance letter stating whether the CONTRACTOR is in conformity with federal grant regulations (Office of Management and Budget Circular A-110). Said audit must be submitted no later A than sixty (60) days after the expiration of the CommunityBased organization Agreement with the 9 9 Department of Development and Housing Conservation. The City of Miami's Department of Internal Audits and Reviews shall have the authority to review CONTRACTOR's records, including programmatic records and books of account, for a period of up to three (3) years from the termination date of the Agreement. All books of account and supporting documentation should be kept by the Contractor at least three (3) years for audit purposes. ARTICLE III 3.0 PROCEDURES 3.1 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1991, to June 30, 1992. - 9 - 91- 514 a 3.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami Department of Development and Housing Conservation - (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and _ modification of this Agreement, except as otherwise provided by this Agreement. 3.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each 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. 3.4 OBLIGATION OF CONTRACTOR The CONTRACTOR shall carry out the services as prescribed in its Work Program (Attachment II), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the U.S. Department of Housing and Urban Development (HUD) and the City of Miami Department of Development and Housing Conservation. 3.5 POLICIES AND PROCEDURES MANUAL CONTRACTOR is aware and accepts the policies and procedures manual (Attachment III) for Community Based Organizations as the official document • which outlines the fiscal, administrative and Federal guidelines and which shall regulate the day-to-day operations of the CONTRACTOR, which is attached and incorporate herein and made a part of this Agreement. - 10 - 91- 514 3.6 BONDING AND INSURANCE CONTRACTOR shall maintain insurance and bonding coverages acceptable to the CITY's Risk Management Division of the Personnel Management Department. Prior to commencing any activity under this Agreement, the CONTRACTOR shall furnish to the CITY certificates of insurance and bonding indicating that the CONTRACTOR is in compliance with the provisions of this article. CONTRACTOR shall provide the following coverages: a) Insurance coverage that reflects sound business practices acceptable to the CITY's Risk Management Division of the Personnel Management Department. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the maximum amount of cash held at any one time. CITY shall be a primary additional insured on all insurance policies and there shall be no exclusions in such policies to override the CITY coverage. c) Current liability insurance shall be rated by A.M. Best's as to "A" Classification and "V" as to financial size. Compliance with the foregoing requirements shall not relieve the CONTRACTOR of its liability and obligations under this section or under any other section of this Agreement. 3.7 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Development and Housing Conservation is to be notified in writing immediately, giving all pertinent details and indicating when service shall begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the CONTRACTOR, in existence prior to the initiation of 0 91- 514 E,� services hereunder, shall be continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement shall not result in the displacement of employed workers, impair existing contracts for services, 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. 3.8 OTHER PROGRAM REQUIREMENTS i a) CONTRACTOR shall comply with its obligations as 1 described in its Management By Objectives (MBOs) (Attachment IV) which is attached and incorporated 1. herein and made a part of this Agreement. i b) CONTRACTOR shall carry out its Work Program in S 3 compliance with all Federal laws and regulations i described in Subpart K of the CDBG Program regulation 24 k t r CFR 570.600-612, (Attachment I). c) CONTRACTOR shall not assume the CITY's environmental s responsibilities described at 24 CFR 570.604 of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order i 12372 (Attachment I). 3.9 PROGRAM INCOME Program income means gross income received by the CONTRACTOR which has been directly generated via the use of CDBG funds. When such income is generated by an activity that is only partially assisted with CDBG funds, the income shall be prorated to reflect the percentage of CDBG funds used. Program income generated by CDBG funded activities shall be retained by CONTRACTOR and shall by used to only undertake those activities specifically approved by the CITY on the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when the - 12 - 91- 514 Agreement expires or received after such expiration shall be paid to the CITY, as required by 24 CFR 570.503(b) (8) of the CDBG Program regulation. CONTRACTOR shall submit a Program Income Report on a monthly basis along with the required monthly Work Program Status Report. The Program Income Report will identify CDBG activities in which income was derived and how income has been utilized. 3.10 REPORTS, AUDITS AND EVALUATIONS The CONTRACTOR shall comply with the Federal Directive required by the U.S. Department of Housing and Urban Development (USHUD) to document that program activities are provided for the benefit of low to moderate income persons. In accordance with the Code of Federal Regulations 24 CFR Part 570.506, records shall be maintained for each activity to determine that services benefit low and moderate income i persons. At the request of CITY, CONTRACTOR shall transmit to CITY j written statements of CONTRACTOR's official policy on specified issues relating to CONTRACTOR's activities. CITY i may carry out monitoring and evaluation activities, including visits and observations by CITY staff; CONTRACTOR i shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, i shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. ARTICLE IV 4.0 FUNDING 4.1 COMPENSATION A) CITY shall pay CONTRACTOR, as maximum compensation for the services required pursuant to Article II hereof, $43,270.00. i 13 - i 91- 514 B) CITY shall have the right to review and audit the time records and related records of CONTRACTOR pertaining to - any payments by CITY. • C) All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget. Such written request shall contain a statement declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made and all invoices are required to be paid by CONTRACTOR prior to submission. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice with a copy of the check which was used to pay that specific invoice. Within 60 days of submitting reimbursement request, copies of the cancelled checks shall be submitted. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line item in the budget. Request for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to the end of the term of the Agreement. D) Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred. Failure to comply may result in the rejection for repayment of those invoices within the reimbursement package which do not meet this requirement. f - 14 - f i 91- 514 1--N 1 E) CONTRACTOR must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement. If the CONTRACTOR fails to comply, all rights to payment are forfeited and the CITY shall not honor any request submitted after the aforesaid agreed upon period. F) Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the CONTRACTOR as a part of this contract and any modifications thereto. 4.2 GENERATED REVENUES: CONTRACTOR is required to generate revenues in the amount of sixteen thousand five hundred dollars ($16,500, by June 30, 1991, from approved revenue generating projects. These funds are to be used in lieu of an advance on the fiscal 1991-92 City contract. Funds generated by grants (federal, state and local) will be considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1991, future contracts with the GRANTEE will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 4.3 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of CONTRACTOR at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. CONTRACTOR agrees to provide all financial and other applicable records and documentation of services to CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute f - 15 - 91~- 51 allowable expenditures. Any payments made to CONTRACTOR are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the CONTRACTOR shall fail (i) to comply with the terms of this Agreement or (ii) to accept conditions imposed by CITY at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 4.6 SEPARATION OF CHURCH/STATE In accordance with First Amendment Church/State principles, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including similar activities, as directed by 24 CFR 570.200(j). CONTRACTOR shall comply with this provision when entering into subcontracts. ARTICLE V 5.0 GENERAL REQUIREMENTS 5.1 INDEMNIFICATION CONTRACTOR, shall pay on behalf of, and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONTRACTOR's activities under this Agreement, including all other acts or omissions to act on the part of CONTRACTOR, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered - 16 - 91-- 514 against the CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 5.2 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 5.3 OWNERSHIP OF DOCUMENTS All documents developed by CONTRACTOR under this Agreement shall be delivered to CITY by said CONTRACTOR upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. CONTRACTOR agrees f that all documents maintained and generated pursuant to this i contractual relationship between CITY and CONTRACTOR shall be subject to all provisions of the Public Records Law, 0 i Chapter 119, Florida Statutes. i It is further understood by and between the parties that any document which is given by CITY to CONTRACTOR pursuant to 1 this Agreement shall at all time remain the property of CITY 4 and shall not be used by CONTRACTOR for any other purposes i whatsoever without the written consent of CITY. 5.4 AWARD OF AGREEMENT CONTRACTOR warrants that it 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 i agreed to pay any person employed by the CITY any fee, i commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this f 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 unless CITY shall first consent in 17 ,. 91- 514 i s writing to the performance or assignment of such services or any part thereof by another person or firm. 5.6 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of• the State of Florida. 5.7 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, CONTRACTOR agrees and understands that CITY has no obligation to renew this Agreement. 5.8 TERMINATION OF CONTRACT CITY 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 CITY. In that event, notice of termination of this Agreement shall be in writing to 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 CITY pay CONTRACTOR an amount in excess of the total sum provided by this - Agreement. It is hereby understood by and between CITY and CONTRACTOR that any payment made in accordance with this Section to = CONTRACTOR shall be made only if said CONTRACTOR is not in i default under the terms of this Agreement. If CONTRACTOR is in default, then CITY shall in no way be obligated and shall not pay to CONTRACTOR any sum whatsoever. It is also understood that in accordance with 24 CFR 85.43- - 44 of the CDBG rules and regulations, suspension or termination may occur if CONTRACTOR fails to comply with any term of this Agreement, or if the CITY deems it convenient to terminate it. 5.9 REVERSION OF ASSETS Upon expiration of this Agreement, the CONTRACTOR shall - 18 - 91- 514 transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property that was acquired or improved by CONTRACTOR in whole or in part with CDBG funds in excess of $25,000 shall be either: A) Used to meet one of the three (3) CDBG National Objectives set forth by 24 CFR 570.208 of the CDBG Program regulations, until five (5) years after expiration of this Agreement, or such longer period of time as determined appropriate by the City; or B) Disposed of in a manner resulting in the CITY being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvements to, the property. 5.10 GENERAL CONDITIONS A) All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Herbert J. Bailey Department of Development and Housing Conservation Suite 401 300 Biscayne Blvd. Way Miami, Florida 33131 CONTRACTOR East Little Havana Community Development Corporation 1699 Coral Way Suite 512 Miami, Florida 33145 B) Title and paragraph headings are for convenient reference and are not a part of this Agreement. - 19 - 91-- 514 N C) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. D) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. E) Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 5.11 INDEPENDENT CONTRACTOR CONTRACTOR and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits and an employee of the CITY. 5.12 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. 20 - 91- 514 ARTICLE VI 6.0 CONTRACTOR CERTIFICATIONS CONTRACTOR certifies that: It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an official act of that CONTRACTOR's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the CONTRACTOR to act in connection with the Agreement and to provide such additional information as may be required. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. ATTEST: MATTY HIRAI CITY CLERK ATTEST: CORPORATE SECRETARY I CITY OF MIAMI, a municipal Corporation of the State of Florida CESAR H. ODIO CITY MANAGER CONTRACTOR: PRESIDENT SEAL - 21 - 91.- 514 ' nees a GUARANTEE I , in consideration of the City of Miami's execution of the foregoing Agreement, the undersigned, guarantee the performance of the terms and conditions in said Agreement required to be performed by the CONTRACTOR including but not limited to the provisions relating to default, assurances, and certifications. Dated this day of 1991, an individual By individually WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURANCE COORDINATOR APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY 22 - 0 No. 1 CITY OF MIAMI, FLORIDA HOUSING COMMUNITY BASED ORGANIZATION (CBO) THIS AGREEMENT entered into this day of , 1991, between the CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and FLORIDA HOUSING COOPERATIVE, INC., a Florida not for profit corporation, (hereinafter referred to as the "CONTRACTOR"). Seventeenth (17th) Year FUNDING SOURCE: Community Development Block Grant Fund TERM OF AGREEMENT: July 1, 1990 to June 30, 1992 AMOUNT: $ 43,720.00 VENDOR NUMBER: TAX IDENTIFICATION NO.: 59-2399231 EXECUTIVE DIRECTOR: Carlos Rodri uez-Quesada ADDRESS: 900 Southwest 22nd Avenue - Miami, Florida 33135 TELEPHONE NO.: (305) 649-9750 NOW, THEREFORE, in consideration of the mutual covenants and _ obligations herein set forth, the parties understand and agree as follows: ARTICLE I 1.0 BASIC REQUIREMENTS 1.1 Corporate Resolution authorizing execution of this Agreement. 1.2 Work Program (approved by the CITY). The Work Program submitted by the CONTRACTOR to the CITY became an attachment to this agreement and shall include the following: 1. A description of the work to be performed; 2. A schedule for completing the work; and 3. A budget. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the CONTRACTOR under this agreement. J 91- 514 1.3 Budget Summary, to include: completion of CONTRACTOR's Program/Line-Item Budget/Expenditure Justification, Total Actual and Projected Funds Disclosure, and Staff Salaries I Schedule (on forms supplied by the CITY); budget for program -generated revenues; copies of all subcontracts and/or management services Agreements funded in whole or in part under this Agreement. 1.4 Certificate of Insurance which reflects CONTRACTOR's current liability insurance, naming the CITY as primary or additional insured as determined by the Risk Management Division of the CITY; current Workers' Compensation insurance; current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); and other coverage as deemed necessary, if applicable (i.e. automobile insurance). 1.5 CONTRACTOR's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.6 Copy of CONTRACTOR's Article of Incorporation, Charter and Bylaws. 1.7 List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.8 List of Key Staff Persons, with their titles, who will carry out this program. 1.9 Completion of Authorized Representative Statement. 1.10 Completion of Statement of Accounting System. 1.11 A letter from an independent Certified Public Accountant which expresses the opinion that the CONTRACTOR's internal controls are adequate to safeguard the organization's assets. 1.12 Copy of last Audit Report as performed by an independent C.P.A. 1.13 Corporate Personnel Policies and Procedures. 1.14 Job Description and Resumes for all positions funded in whole or in part under this Agreement. 2 9i- 514 C. a 1 .15 Acceptance of office of Management and Budget (OMB) Circular A-110, Attachments "A" (Cash Depositaries), "B" - (Bonding and Insurance), "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property Management Standards), and "0" (Procurement Standards), as modified by 24 CFR Part 570.502 (b), "Applicability of Uniform Administrative Requirements," of the Development and Housing Conservation Block Grant (CDBG) Program regulations, Final Rule, and provided as an attachment to this Agreement (Attachment I). 1.16 Copy of last Income Tax Return (IRS Form 990). ARTICLE II 2.0 RECORDS TO BE MAINTAINED 2.1 CONTRACTOR shall establish and maintain sufficient records to enable the CITY to determine whether the CONTRACTOR has met the requirements of this part. At a minimum, the following records are needed: a) Records providing a full description of each activity assisted (or being assisted) with CDBG funds, including its location (if the activity has a geographical locus), the amount of CDBG funds budgeted, obligated and expended for the activity, and the provision in 24 CFR Subpart C under the CDBG Program regulations which it is eligible. b) Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the CONTRACTOR may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low and moderate income person" and "low and moderate income household" as set 3 91 r- 514 — 7a 0 0 forth by 24 CFR 570.3; or the CONTRACTOR may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or the CONTRACTOR may substitute a notice that the assisted person is a referral from a state, to refer individuals it determines to be low and moderate income persons based on HUD's criteria and agrees to maintain documentation supporting these determinations. Such records shall include the following information (Attachment I) . 1) For each activity determined to benefit low and moderate income persons, the income limits applied and the point in time when the benefit was determined. 2) For each activity carried out for the purpose of providing or improving housing which is determined to benefit low and moderate income persons: i) A copy of a written agreement with each landlord or developer receiving CDBG assistance indicating the total number of dwelling units in each multifamily structure assisted and the number of those units which will be occupied by low and moderate income households after assistance; ii) The total cost of the activity, including both CDBG and non-CDBG funds. iii) For each unit occupied by low and moderate income household, the size and income of the household; iv) For rental housing only: A) The rent charged (or to be charged) after assistance for each dwelling unit in each structure assisted; and J - 4 - 91... 514 s) Such information as necessary to show the affordability of units occupied (or to be occupied) by low and moderate income households pursuant to criteria established and made public by the recipient; v) For each property acquired on which there are no structures, evidence of commitments ensuring that the criteria in 570.208(a)(3) will be met when the structures are built; and vi) Where applicable, records demonstrating that the activity qualifies under the special conditions at 570.208 (a) (3) (i) . 3) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing one or more of the conditions which qualified an area as a slum or blighted area; i) The boundaries of the area; and ii) A description of the conditions which qualified the area at the time of its designation in sufficient detail to demonstrate how the area met the criteria in 570.208 (b) (1) . 4) For each residential rehabilitation activity determined to aid in the prevention or elimination of slums or blight in a slum or blighted area: i) The local definition of "substandard"; ii) A pre -rehabilitation inspection report describing the deficiencies in each structure to be rehabilitated; and iii) Details and scope of CDBG assisted rehabilitation, by structure. 5) For each activity determined to aid in the prevention or elimination of slums or blight based n - 5 - st- 514 a) b) c) on the elimination of specific conditions of blight or physical decay not located in a slum or blighted area: i) A description of the specific condition of blight or physical decay treated; and ii) For rehabilitation carried out under this category, a description of the specific conditions detrimental to public health and safety which were identified and the details and scope of the CDBG assisted rehabilitation by structure. 6) For each activity determined to aid in the prevention or elimination of slums or blight based on addressing slums or blight in an urban renewal area, a copy of the Urban Renewal Plan, as in effect at the time the activity is carried out, including maps an supporting documentation. Records which demonstrate compliance with 24 CFR 570.505 regarding any change of use of real property acquired or improved with CDBG assistance. Records which demonstrate compliance with the requirements in 570.606 regarding acquisition, displacement, relocation, and replacement housing. Fair housing and equal opportunity records containing: 1) Documentation of the actions the recipient has carried out with its housing and Development and Housing Conservation and other resources to remedy or ameliorate any conditions limiting fair housing choice in the recipient's community, and documentation of any other official actions the recipient has taken which demonstrate its support for fair housing, such as development of a fair housing analysis described in 24 CFR 570.904(c). f - 6 - 91- 514 2) Data on the extent to which each racial and ethnic - a group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG funds. Such i information shall be used only as a basis for } further investigation as to compliance with nondiscrimination requirements. No recipient is i required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 3) Data on employment in each of the recipients operating units funded in whole or in part with - CDBG funds, with such data maintained in the categories prescribed on the Equal Employment Opportunity Commission's EEO-4 form; and documentation of any actions undertaken to assure equal employment opportunities to all persons regardless of race, color, national origin, sex or handicap in operating units funded in whole or in part under this part. 4) Data indicating the race and ethnicity of households (and gender of single heads of households) displaced as a result of CDBG funded activities, together with the address and census tract of the housing units to which each displaced household relocated. Such information shall be used only as a basis for further investigation as to compliance with nondiscrimination requirements. No recipient is required to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. _ 5) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements r, - 7 - 91- 514 t section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of low and moderate income persons and the use of local businesses. 6) Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with CDBG funds, data indicating which of those entities are women's business enterprises as defined in Executive Order 12138, the amount of the contract or subcontract, and documentation of recipient's affirmative steps to assure that minority business and women's business enterprises have an equal opportunity to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. Such affirmative steps may include, but are not limited to, technical assistance open to all businesses but designed to enhance opportunities for these enterprises and special outreach efforts to inform them of contract opportunity. Such steps shall not include preferring any business in the award of nay contract or subcontract solely or in part on the basis of race or gender. d) Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. e) Agreements and other records related to lump sum disbursements to private financial institutions for financing rehabilitation as prescribed in 24 CFR 570.513; and f) Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. 8 91-- 514 2.2 As a necessary part of this Agreement, the CONTRACTOR shall provide the following documents to the Department of Development and Housing Conservation, in accordance with the requirements of the Agreement: a) Final Expenditure Report to be submitted no later than thirty (30) days after contract expiration. b) Certified Independent Audit to be submitted sixty (60) days after contract expiration. CONTRACTORS receiving monies from the Department of Development and Housing Conservation must allocate in its budget sufficient funds to secure an annual independent audit which must include the expression of an opinion on the Contractor's financial statements, and a compliance letter stating whether the CONTRACTOR is in conformity with federal grant regulations (Office of Management and Budget Circular A-110). Said audit must be submitted no later than sixty (60) days after the expiration of the Community Based Organization Agreement with the Department of Development and Housing Conservation. The City of Miami's Department of Internal Audits and Reviews shall have the authority to review CONTRACTOR's records, including programmatic records and books of - account, for a period of up to three (3) years from the termination date of the Agreement. All books of account and supporting documentation should be kept by the Contractor at least three (3) years for audit purposes. ARTICLE III 3.0 PROCEDURES 3.1 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, �1991, to June 30, 1992. n 91- 514 3.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami Department of Development and Housing Conservation (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 3.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each 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. 3.4 OBLIGATION OF CONTRACTOR The CONTRACTOR shall carry out the services as prescribed in its Work Program (Attachment II), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the U.S. Department of Housing and Urban Development (HUD) and the City of Miami Department of Development and Housing Conservation. 3.5 POLICIES AND PROCEDURES MANUAL CONTRACTOR is aware and accepts the policies and procedures manual (Attachment III) for Community Based Organizations as the official document ' which outlines the fiscal, administrative and Federal guidelines and which shall regulate the day-to-day operations of the CONTRACTOR, which is attached and incorporate herein and made a part of this Agreement. 0 - 10 - 91- 514 r _i 3.6 BONDING AND INSURANCE CONTRACTOR shall maintain insurance and bonding coverages acceptable to the CITY's Risk Management Division of the Personnel Management Department. Prior to commencing any activity under this Agreement, the CONTRACTOR shall furnish to the CITY certificates of insurance and bonding indicating that the CONTRACTOR is in compliance with the provisions of this article. CONTRACTOR shall provide the following coverages: a) Insurance coverage that reflects sound business practices acceptable to the CITY's Risk Management Division of the Personnel Management Department. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the maximum amount of cash held at any one time. CITY shall be a primary additional insured on all insurance policies and there shall be no exclusions in such policies to override the CITY coverage. c) Current liability insurance shall be rated by A.M. Best's as to "A" Classification and "V" as to financial size. Compliance with the foregoing requirements shall not relieve the CONTRACTOR of its liability and obligations under this section or under any other section of this Agreement. 3.7 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Development and Housing Conservation is to be notified in writing immediately, giving all pertinent details and indicating when service shall begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the CONTRACTOR, in existence prior to the initiation of services hereunder, shall be continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement shall not result in the displacement of employed workers, impair existing contracts for services, 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. 3.8 OTHER PROGRAM REQUIREMENTS a) CONTRACTOR shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment IV) which is attached and incorporated herein and made a part of this Agreement. b) CONTRACTOR shall carry out its Work Program in - compliance with all Federal laws and regulations described in Subpart K of the CDBG Program regulation 24 CFR 570.600-612, (Attachment I). c) CONTRACTOR shall not assume the CITY's environmental responsibilities described at 24 CFR 570.604 of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372 (Attachment I). 3.9 PROGRAM INCOME Program income means gross income received by the CONTRACTOR which has been directly generated via the use of CDBG funds. When such income is generated by an activity that is only partially assisted with CDBG funds, the income shall be prorated to reflect the percentage of CDBG funds used. Program income generated by CDBG funded activities shall be retained by CONTRACTOR and shall by used to only undertake those activities specifically approved by the CITY on the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when the 3 - 12 - 91- 514 Agreement expires or received after such expiration shall be - -i - paid to the CITY, as required by 24 CFR 570.503 (b) (S) of the -' CDBG Program regulation. CONTRACTOR shall submit a Program Income Report on a monthly - basis along with the required monthly Work Program Status Report. The Program Income Report will identify CDBG a activities in which income was derived and how income has been utilized. 3.10 REPORTS, AUDITS AND EVALUATIONS The CONTRACTOR shall comply with the Federal Directive required by the U.S. Department of Housing and Urban Development (USHUD) to document that program activities are provided for the benefit of low to moderate income persons. In accordance with the Code of Federal Regulations 24 CFR Part 570.506, records shall be maintained for each activity to determine that services benefit low and moderate income persons. At the request of CITY, CONTRACTOR shall transmit to CITY written statements of CONTRACTOR's official policy on specified issues relating to CONTRACTOR's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; CONTRACTOR shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. ARTICLE IV 4.0 FUNDING 4.1 COMPENSATION A) CITY shall pay CONTRACTOR, as maximum compensation for the services required pursuant to Article II hereof, $434270.00. - 13 - 91- 5" M 3) CITY shall have the right to review and audit the time records and related records of CONTRACTOR pertaining to any payments by CITY. C) All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget. Such written request shall contain a statement declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made and all invoices are required to be paid by CONTRACTOR prior to submission. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice with a copy of the check which was used to pay that specific invoice. Within 60 days of submitting reimbursement request, copies of the cancelled checks shall be submitted. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line item in the budget. Request for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to the end of the term of the Agreement. D) Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred. Failure to comply may result in the rejection for repayment of those invoices within the reimbursement package which do not meet this requirement. - 14 - 91- 514 E) CONTRACTOR must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement. If the CONTRACTOR fails to comply, all rights to payment are forfeited and the CITY shall not honor any request submitted after the aforesaid agreed upon period. F) Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the CONTRACTOR as a part of this contract and any modifications thereto. 4.2 GENERATED REVENUES: CONTRACTOR is required to generate revenues in the amount of sixteen thousand five hundred dollars ($16,500, by June 30, 1991, from approved revenue generating projects. These funds are to be used in lieu of an advance on the fiscal 1991-92 City contract. Funds generated by grants (federal, state and local) will be considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1991, future contracts with the GRANTEE will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 4.3 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of CONTRACTOR at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. CONTRACTOR agrees to provide all financial and other applicable records and documentation of services to CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute - 15 - 91- 514 allowable expenditures. Any payments made to CONTRACTOR are subject to reduction for overpayments on previously submitted invoices. i- 4.4 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the CONTRACTOR shall fail (i) to comply with the terms of this Agreement or (it) to accept conditions imposed by CITY at the direction of the federal, state and local agencies. i 4.5 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 4.6 SEPARATION OF CHURCH/STATE In accordance with First Amendment Church/State principles, CDBG assistance may not be used for religious activities or i provided to primarily religious entities for any activities, z including similar activities, as directed by 24 CFR i 570.200(j). CONTRACTOR shall comply with this provision I when entering into subcontracts. ARTICLE V 5.0 GENERAL REQUIREMENTS 5.1 INDEMNIFICATION CONTRACTOR, shall pay on behalf of, and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONTRACTOR's activities under this Agreement, including all other acts or omissions to act on the part of CONTRACTOR, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered 16 - 91_ 514 i �► against the CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 5.2 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 5.3 OWNERSHIP OF DOCUMENTS j All documents developed by CONTRACTOR under this Agreement ' shall be delivered to CITY by said CONTRACTOR upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. CONTRACTOR agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and CONTRACTOR 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 1 document which is given by CITY to CONTRACTOR pursuant to this Agreement shall at all time remain the property of CITY i and shall not be used by CONTRACTOR for any other purposes whatsoever without the written consent of CITY. 5.4 AWARD OF AGREEMENT CONTRACTOR warrants that it 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 unless CITY shall first consent in n - 17 - 91- 514 writing to the performance or assignment of such services or any part thereof by another person or firm. 5.6 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 5.7 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, CONTRACTOR agrees and understands that CITY has no obligation to renew this Agreement. 5.8 TERMINATION OF CONTRACT CITY 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 CITY. In that event, notice of termination of this Agreement shall be in writing to 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 CITY pay CONTRACTOR an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and CONTRACTOR that any payment made in accordance with this Section to CONTRACTOR shall be made only if said CONTRACTOR is not in default under the terms of this Agreement. If CONTRACTOR is in default, then CITY shall in no way be obligated and shall not pay to CONTRACTOR any sum whatsoever. It is also understood that in accordance with 24 CFR 85.43- 44 of the CDBG rules and regulations, suspension or termination may occur if CONTRACTOR fails to comply with any term of this Agreement, or if the CITY deems it convenient to terminate it. 5.9 REVERSION OF ASSETS Upon expiration of this Agreement, the CONTRACTOR shall - 18 - 91-- 514 transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property that was acquired or improved by CONTRACTOR in whole or in part with CDBG funds in excess of $25,000 shall be either: A) Used to meet one of the three (3) CDBG National Objectives set forth by 24 CFR 570.208 of the CDBG Program regulations, until five (5) years after expiration of this Agreement, or such longer period of time as determined appropriate by the City; or B) Disposed of in a manner resulting in the CITY being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvements to, the property. 5.10 GENERAL CONDITIONS A) All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by i j registered mail addressed to the other party at the address indicated herein or as the same may be changed 1 from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the f ifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI CONTRACTOR Herbert J. Bailey Florida Housing Cooperative, Department of Development Inc. and Housing Conservation 900 Southwest 22nd Avenue Suite 401 Miami, Florida 33145 300 Biscayne Blvd. Way Miami, Florida 33131 B) Title and paragraph headings are for convenient reference and are not a part of this Agreement. - 19 - 9 •- 5 1. 4 C) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. D) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. E) Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 5.11 INDEPENDENT CONTRACTOR CONTRACTOR and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida 'Worker's Compensation benefits and an employee of the CITY. i 5.12 SUCCESSORS AND ASSIGNS is This Agreement shall be binding upon the parties herein, i their heirs, executors, legal representatives, successors, and assigns. 20 91- 514 t =j ARTICLE VI 6.0 CONTRACTOR CERTIFICATIONS CONTRACTOR certifies that: It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an official act of that CONTRACTOR's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the CONTRACTOR to act in connection with the Agreement and to provide such additional information as may be required. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal Corporation of the State of Florida ATTEST: MATTY HIRAI CESAR H. ODIO CITY CLERK CITY MANAGER ATTEST: CONTRACTOR: CORPORATE SECRETARY PRESIDENT SEAL GUARANTEE I , in consideration of the City of Miami's execution of the foregoing Agreement, the undersigned, guarantee the performance of the terms and conditions in said Agreement required to be performed by the CONTRACTOR including but not limited to the provisions relating to default, assurances, and certifications. Dated this day of , 1991, an individual By individually WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURANCE COORDINATOR i APPROVED AS TO FORM AND CORRECTNESS: `i } JORGE L. FERNANDEZ CITY ATTORNEY CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO Honorable Mayor and Members of the ty Commission FROM Cesar H. Odlo City Manager RECOMMENDATION: DATE uN 2 71991 FILE Resolution Authorizing SUBJECT Execution of Agreements Between City and CDC's REFERENCES City Commission Agenda Item - July 11, 1991 ENCLOSURES It is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute individual contractual Agreements with the East Little Havana Community Development Corporation, St. John Community Development Corporation, Tacolcy Economic Development Corporation, CODEC, Inc., Florida Housing Cooperative, Inc. and the Wynwood Community Development Corporation, in furtherance of their efforts to stimulate the development of housing affordable to low and moderate income families and individuals in the City of Miami. The attached resolution further directs the City Manager to allocate and disburse administrative funding, in the amount of $43,270 each, from 17th Year Community Development Block Grant funds, to the aforementioned neighborhood based community development corporations, for the purpose of undertaking housing related activities in the City. BACKGROUND: The Department of Development and Housing Conservation recommends ratification of the attached resolution authorizing the City Manager to execute individual contractual Agreements with the East Little Havana Community Development Corporation, St. John Community Development Corporation, Tacolcy Economic Development Corporation, CODEC, Inc., Florida Housing Cooperative, Inc. and the Wynwood Community Development Corporation, in furtherance of their efforts to stimulate the development of housing affordable to low and moderate income families and individuals in the City of Miami. The attached resolution further directs the City Manager to allocate and disburse administrative funding, in the amount of $43,270 each, from 17th Year Community Development Block Grant funds, to the aforementioned community based housing development corporations in support of their efforts to stimulate the development of housing affordable to low and moderate income families and individuals in the.City of Miami. 91- 514 Execution of Agreements Between City & Community Development Corporations Page - 2 - On May 9, 1991, the City Commission, through Resolution No. 91- 365, authorized the City Manager to submit the City's Approved Grant Program Financial Statement to the U.S. Department of Housing and Urban Development (HUD), in connection with the City's request for funds in the amount of $12,613,000, for implementation of the City's proposed Community Development Block Grant Program during Fiscal Year 1991-1992. Several of the CDBG funded housing related projects approved for 17th Year Community Development Block Grant funding involve the provision of •$43,270 each in administrative funding to the aforementioned community based housing development corporations for the purpose of undertaking housing related activities in the City of Miami. City Commission ratification of the attached resolution is recommended. Attachments: Proposed Resolution Agreements 91-- 514