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HomeMy WebLinkAboutExhibit 2CITY OF MIAMI, FLORIDA COMMUNITY DEVELOPMENT BLOCK GRANT MICRO -ENTERPRISE ASSISTANCE PROGRAM AGREEMENT THIS AGREEMENT (hereinafter the "Agreement") is entered into this day of , 2009, between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY"), and , a Florida for-profit Corporation (hereinafter referred to as the `BUSINESS"). FUNDING SOURCE: Communitv Development Block Grant Funds AMOUNT: TERM OF THE AGREEMENT: Effective date of this Aareement shall be the latter of October 1, 2009 or the date that the City Clerk attest the signature of the City Manager through September 30.2010. PROJECT NUMBER: ADDRESS: Miami. Florida NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows. 1 1.1 1.2 ARTICLE I EXHIBITS AND DEFINITIONS EXHIBITS: Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A Resolution Authorizing Execution of this Agreement, if applicable Exhibit B Work Program Exhibit C Compensation and Budget Summary Exhibit D Insurance Requirement (Intentionally deleted) Exhibit E Certification Regarding Lobbying Form Exhibit F Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form). Exhibit G Crime Entity Affidavit DEFINED TERMS: As used herein the following terms shall mean: Act or 24 CFR 570: Title I of the Housing and Community Development Act of 1974, as amended. A2reement Records: Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the BUSINESS or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. 2 CDBG Program: Community Development Block Grant Program. CDBG Requirements: The requirements contained in 24 CFR Part 570, Rule 9I of the Florida Administrative Code and as established by the City of Miami, Florida. Department: The City of Miami Department of Community Development. Federal Award: Any federal funds received by the SUBRECIPIENT from any source during the period of time in which the SUBRECIPIENT is performing the obligations set forth in this Agreement. Low- and -Moderate- Income Person: A member of a low- or moderate -income family whose income is within specific income levels set forth by U.S. HUD. U.S. HUD or HUD: The United States Department of Housing and Urban Development. ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Department prior to the CITY's execution of this Agreement: 2.1 The Work Program submitted by the BUSINESS to the CITY which shall become attached hereto as Exhibit "B" to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities to be carried out by the BUSINESS. It should specifically describe the activities to be carried out as a result of the expenditure of CDBG Funds. Where appropriate it should list measurable objectives, define the who, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be served. 2.1.2 The schedule of activities and measurable objectives play an essential role in the grant management system. The schedule should provide projected milestones and 3 deadlines for the accomplishment of tasks in carrying out the Work Program. These projected milestones and deadlines are a basis for measuring actual progress during the term of this Agreement. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the Business under this Agreement. 2.2 The Compensation and Budget Summary attached hereto as Exhibit "C", which shall include completion of the BUSINESS's Budget. 2.3 A list of the BUSINESS's present officers and members of the Board (names, addresses and telephone numbers) (if applicable). 2.4 A list of all employees (with their titles). 2.5 Completion of an Authorized Representative Statement. 2.6 Completion of a Statement of Accounting System. 2.7 Copy of the BUSINESS's/BUSINTESS OWNER last federal income tax return. 2.8 The following corporate documents: (i) Bylaws, resolutions and incumbency certificates for the BUSINESS, certified by the BUSINESS's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY (if applicable). 2.4 ADA Certification. 2.10 Drug Free Certification. 2.11 All other documents reasonably required by the CITY. ARTICLE III TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION: For the purpose of this Agreement, the Department will act on behalf of the CITY in the M fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided by in this Agreement. 3.2 EFFECTIVE DATE AND TERM: The effective date of this Agreement shall be the latter of October 1, 2009 or the date that the City Clerk attests the signature of the City Manager through September 30, 2010. 3.3 OBLIGATIONS OF BUSINESS: The BUSINESS shall carry out the services and activities as prescribed in its Work Program, which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and satisfactory to the CITY, and in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the CITY. 3.4 LEVEL OF SERVICE: Should start-up time for the Work Program be required or in the event of the occurrence of any delays in the activities thereunder, the BUSINESS shall immediately notify the Department in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the BUSINESS shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. ARTICLE IV CDBG FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 COMPENSATION: The amount of compensation payable by the CITY on behalf of the BUSINESS shall be based on the rates, schedules and conditions described in Exhibit "C" attached hereto, which by this reference is incorporated into this Agreement. 5 4.2 INSURANCE: Intentionally deleted. 4.3 FINANCIAL ACCOUNTABILITY: The CITY reserves the right to audit the records of the BUSINESS at any time during the performance of this Agreement and for a period of five (5) years after its expiration/termination. The BUSINESS agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made on behalf of the BUSINESS are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS: The CITY reserves the right to recapture funds in the event that the BUSINESS shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE: Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for CDBG Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in regulations. ARTICLE V 5.0 AUDIT: Intentionally deleted. ARTICLE VI RECORDS AND REPORTS 6.1 The BUSINESS shall establish and maintain sufficient records to enable the CITY to determine whether the BUSINESS has met the requirements of the CDBG Program. At a minimum, the following records shall be maintained by the BUSINESS: 6. 1.1 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, 0 and the specific provision in 24 CFR Subpart C of the CDBG Program regulations under which the activity is eligible. 6.1.2 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 BUSINESS 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 in 24 CFR 570.3; or, the BUSINESS 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 BUSINESS may substitute a notice that the assisted person is a referral from any governmental agency that determines persons to be "low- and moderate -income persons" based upon HUD's criteria and agrees to maintain documentation supporting those determinations. Such records shall include the following information: (i) 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. 6. L' Equal Opportunity Records containing: (i) 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 relating to compliance with any requirement to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. (ii) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the 7 hiring and training of low- and moderate -income persons and the use of local businesses. 6.1.4 Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. 6.1.5 Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. 6.2 RETENTION AND ACCESSIBILITY OF RECORDS: 6.2.1 The Department shall have the authority to review the BUSINESS's records, including Project and programmatic records and books of account, for a period of five (5) years from the expiration/termination of this Agreement (the "Retention Period"). All books of account and supporting documentation shall be kept by the BUSINIESS at least until the expiration of the Retention Period. The BUSINESS shall maintain records sufficient to meet the requirements of 24 CFR 570. All records and reports required herein shall be retained and made accessible as provided thereunder. The BUSINESS further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The BUSINESS shall ensure that the Agreement Records shall be at all times subject to and available for full access and review, inspection and audit by the CITY, federal personnel and any other personnel duly authorized by the CITY. 6.2.2 The BUSINESS shall include in all the Department approved subcontracts used to engage subcontractors to carry out any eligible substantive project or programmatic activities, as such activities are described in this Agreement and defined by the Department, each of the record-keeping and audit requirements detailed in this Agreement. The Department shall, in its sole discretion, determine when services are eligible substantive project and/or programmatic activities and subject to the audit and record-keeping requirements described in this Agreement 6.2.3 If the CITY or the BUSINESS has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities : pursuant to the project, the activities and/or the Work Program or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Department fully, completely and finally resolved. 6.2.4 The BUSINESS shall notify the Department in writing both during the pendency of this Agreement and after its expirationAermination as part of the final closeout procedure, of the address where all Agreement Records will be retained. 6.2.6 The BUSINESS shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one (1) year after the expiration of the Retention Period. 6.3 PROVISION OF RECORDS: 6.3.1 At any time, upon request by the Department, the BUSINESS shall provide all Agreement Records to the Department. The requested Agreement Records shall become the property of the Department -Mthout restriction, reservation, or limitation on their use. The Department shall have unlimited rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These rights include the right of royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the Work Program for public purposes. 6.3,2 If the BUSINESS receives funds from, or is under regulatory control of other governmental agencies, and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the BUSINESS shall provide a copy of each such report and any follow-up communications and reports to the Department immediately upon such issuance, unless such disclosure would be prohibited by any such issuing agency. 6.4 MONITORING: The BUSINESS shall permit the Department and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of the BUSIRTESS which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the 6 BUSINESS. Following such inspection or interviews, the Department will deliver to the BUSINESS a report of its findings. The BUSINESS will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Department with a reasonable justification for not correcting the same. The Department will determine in its sole and absolute discretion whether or not the BUSINESS's justification is acceptable. At the request of the CITY, the BUSINESS shall transmit to the CITY written statements of the BUSINESS's official policies on specified issues relating to the BUSINESS's activities. The CITY will carry out monitoring and evaluation activities, including visits and observations by CITY staff, the BUSINESS shall ensure the cooperation of its employees and its 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 cause for the CITY to terminate this Agreement. 6.5 RELATED PARTIES: The BUSINESS shall report to the Department the name, purpose for and any and all other relevant information in connection with any related -party transaction. The term "related - party transaction" includes, but is not limited to, a for-profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping Board of Directors and an organization for which the BUSINESS is responsible for appointing memberships. The BUSINESS shall report this information to the Department upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the Department. ARTICLE VII OTHER CDBG PROGRAM REQUIREMENTS 7.1 The BUSINESS's shall maintain current documentation that its activities are CDBG eligible in accordance with 24 CFR Part 570.201(0). 7.2 The BUSINESS shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity which provides benefit to low and moderate -income persons. 7.3 The BUSINESS shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. 10 7.4 The BUSINESS shall cooperate with the Department in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the BUSINESS in adhering to the provisions of this Agreement. Representatives of the BUSINESS shall attend meetings of the appropriate committees and citizen participation structures upon the request of the citizen participation officers or the Department. 7.5 The BUSINESS shall, to the greatest possible, give low -and -moderate -income residents of the service areas opportunities for training and employment. 7.6 The BUSINESS shall use the funds to provide general support to owner(s) of micro - enterprise or persons developing a micro -enterprise eligible under 570.208(a)(2)(iii). No other activities will be funded under this Agreement, unless Work Program is amended in writing by mutual agreement. 7.7 The BUSINESS 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), which by this reference, is incorporated into and made a part of this Agreement. 7.8 The BUSINESS shall not assume the CITY's environmental responsibilities described in 24 CFR 570.604, of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372. 7.9 NON-DISCRIMINATION: The BUSINESS shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status or handicap in connection with the activities and/or the Work Program or its performance under this Agreement. Furthermore, the BUSINESS agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 7.10 The BUSINESS shall carry out its Work Program in compliance with all federal laws and regulations, including those described in Subpart K of the CDBG Program regulations (24 CFR 570.600-612). 7.11 The BUSINESS and its subcontractors shall comply with the Davis -Bacon Act, the Lead - Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and regulations. 11 7.12 The BUSINESS shall abide by the Federal Labor Standards provisions of U.S. HUD Form 4010 incorporated herein as part of this Agreement. 7.13 UNIFORM ADMINISTRATIVE REQUIREMENTS: The BUSINESS shall comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non - Profit Organizations" and with the applicable requirements of 24 CFR Part 84 (the revised OMB Circular No. A-110). 7.14 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION: If the BUSINESS is or was created by a religious organization, the BUSINESS agrees that all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 570.2000). In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, as a general rule, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities, as provided in 24 CFR Part 570.2000). The BUSINESS shall comply with those requirements and prohibitions when entering into subcontracts. 7.15 REVERSION OF ASSETS: Upon expiration/termination of this Agreement, the BUSINESS must transfer to the CITY any CDBG Funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of CDBG Funds. 7.16 ENFORCEMENT OF THIS AGREEMENT: Any violation of this Agreement that remains uncured thirty (30) days after the BUSINESS's receipt of notice from the CITY (by certified or registered mail) of such violation may, at the option of the CITY, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In addition to the remedies of the CITY set forth herein, if the BUSINESS materially fails to comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this Agreement. ARTICLE IX REMEDIES, SUSPENSION, TERMINATION 9.1 REMEDIES FOR NONCOMPLIANCE: The CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this 12 Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the BUSINTESS, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the BUSINESS an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the BUSINESS that any payment made in accordance with this Agreement to the BUSINESS shall be made only if the BUSIRTESS is not in default under the terms of this Agreement. If the BUSINESS is in default, the CITY shall not be obligated and shall not pay to the BUSINESS any sum whatsoever. If the BUSINESS materially fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 9.1.1 Temporarily withhold cash payments pending correction of the deficiency by the BUSINESS, or such more severe enforcement action as the CITY detennines is necessary or appropriate. 9.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity or action not in compliance. 9.1.3 Wholly or partly suspend or terminate the current CDBG Funds awarded to the BUSINESS. 9.1.4 Withhold further CDBG grants and/or loans for the BUSINESS. 9.1.5 Take all such other remedies that may be legally available. Notwithstanding any other provision of this Agreement, if the BUSINESS materially fails to comply with any term of this Agreement, the BUSINESS, at the sole discretion of the CITY, shall pay to the CITY an amount equal to the current market value of any real property, under the BUSINESS's control, acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to the BUSINESS in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the CITY. 9.2 SUSPENSION: 9.2.1 The Department may, for reasonable cause temporarily suspend the BUSINESS's operations and authority to obligate funds under this Agreement or withhold payments to the BUSINESS pending necessary corrective action by the 13 BUSINESS, or both. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include: (i) Ineffective or improper use of the CDBG Funds by the BUSINESS; (ii) Failure by the BUSINESS to materially comply with any term or provision of this Agreement; (iii) Failure by the BUSINESS to submit any documents required by this Agreement; or (iv) The BUSINESS's submittal of incorrect or incomplete documents. 9.2.2 The Department may at any time suspend the BUSINESS's authority to obligate funds, withhold payments, or both, 9.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may be applied to all or any part of the activities funded by this Agreement. 9.2.4 The Department will notify the BUSINESS in writing of any action taken pursuant to this Article, by certified mail., return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 9.3 TERMINATION: 9.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its funding source, or in the event that the CITY's funding source de -obligates the funds allocated to fund this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the BUSINESS. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the CITY's funding source reduces the CITY's entitlement under the CDBG Program, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the BUSINESS pursuant to this Agreement. 9.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event 14 the Department determines, in its sole and absolute discretion that the BUSINESS is not materially complying with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in the event that the Department determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the BUSINESS to the CITY, direct or contingent, whether now or hereafter due, existing; created or arising. 9.3.3 Unless the BUSINESS's breach is waived by the Department in writing, the Department may, by written notice to the BUSINESS, terminate this Agreement upon not less than twenty-four (24) hours prior �Titten notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE X MISCELLANEOUS PROVISIONS 10.1 INDEMNIFICATION: The BUSINESS shall pay and save the CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of the BUSINESS's activities related to the Work Program or otherwise under this Agreement, including all acts or omissions to act on the part of the BUSINESS and/or any persons acting for or on its behalf, and from and against any relevant orders, judgments, or decrees which may be entered against the CITY, and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense or investigation of any such claims or other matters. 10,2 AMENDMENTS: No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 10.3 OWNERSHIP OF DOCUMENTS: All documents developed by the BUSINESS under this Agreement shall be delivered to the CITY upon completion of the activities required 15 pursuant to this Agreement and shall become the property of the CITY, without restriction or limitation on their use if requested by the City. The BUSINESS agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CITY to the BUSINESS pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the BUSINTES S for any other purpose whatsoever without the prior written consent of the CITY. 10.4 AWARD OF AGREEMENT: The BUSINESS 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. 10.5 NON-DELEGABILITY: The obligations undertaken by the BUSINESS pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the CITY's prior written consent which may be granted or withheld in the CITY's sole discretion. 10.6 CONSTRUCTION OF AGREEMENT: This Agreement shall be construed and enforced according to the laws of the State of Florida. 10.7 CONFLICT OF INTEREST: 10.7.1 The BUSINESS covenants that no person under its employ who presently exercises any functions or responsibilities in connection with CDBG Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The BUSINESS further covenants, that in the performance of this Agreement, no person having such a conflicting interest shall be employed. Any such interest on the part of the BUSINESS or its employees must be disclosed in writing to the CITY. 10.7.2 The BUSINESS is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County 16 Code Section 2-11-1) and the State of Florida (Chapter 112, Florida: Statutes), and agrees that it shall comply in all respects with the terms of the same. 10.7.3 Procurement. The BUSINESS shall comply with the standards contained within 24 CFR PART 84. 10.7.4 In all other cases, the BUSINESS shall comply with the standards contained within 24 CFR 570.611 10.8 INTO OBLIGATION TO RENEW: Upon expiration of the term of this Agreement, the BUSINESS agrees and understands that the CITY has no obligation to renew this Agreement. 10.9 ENTIRE AGREEMENT: This instrument and its attachments constitute the only Agreement of the parties hereto relating to the CDBG Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 10.10 GENERAL CONDITIONS: 10.10.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in person delivery 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, upon notice in writing. 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 George Mensah, Director Department of Community Development 444 Southwest 2 d Avenue, 2'a Floor Miami, Florida 33130 17 BUSINESS Miami, Florida 10.10.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 10. 10.3 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. 10, 10,4 No waiver of 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. 10.10.5 Should any provision, paragraph, sentence, word or phrase 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 provision, paragraph, sentence, word or phrase 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 severed, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 10.11 INDEPENDENT CONTRACTOR: The BUSINESS 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 the CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of the CITY. 10.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 18 10.13 BUSINESS CERTIFICATION: The BUSINESS certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the BUSINESS'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 BUSINESS to act in connection with this Agreement and to provide such information as may be required. WE IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. BUSINESS ATTEST: By: Name: Title CORPORATE SEAL ATTEST: By: «Address» «City» , «State>> «Zip_Code>> <<Individual_or Corporation» By: Date Name: an individual Priscilla A. Thompson Date City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: By: LeeAnn Brehm Date Risk Management 20 By: Owner: Business Name: Date Date CITY OF MIAMI, a municipal Corporation of the State of Florida By: Pedro G. Hernandez, P.E. Date City Manager APPROVED AS TO FORM AND CORRECTNESS: By: Julie 0. Bru City Attorney Date EXHIBIT B- WORK PROGRAM MICRO -ENTERPRISE ASSISTANCE PROGRAM 1. BUSINESS receiving assistance must be located in the City of Miami and within the district from which the BUSINESS was funded. 2. BUSINESS Owner understands that the National Objective for this program is assistance to low to moderate income households. 3. Attached hereto and made part of this contract is the approved business information (Business Information Form). BUSINESS Owner understands that only activities related and included in the business description are allowable under this contract BUSINESS understands that changing the type of business will result in non-compliance with the program requirements. The BUSINESS information is summarized as follows: BUSINESS address: BUSINESS description: BUSINESS product/service: The BUSINESS has been in operation since: 4. BUSINESS Owner needs to be certified with the City of Miami as a low to moderate income household. The following documents can be used for proof of income: i. Social Security Statement ii. Medicaid Cards iii. Section 8 certification iv. AFDC / Food Stamp Authorization Statement v. Bank Statement showing direct deposit amount (not older than 90 days) vi. Pay stubs (not older than 90 days) vii. Employer Statement / Letter (not older than 90 days). If statement is not in the name of client, a letter must be attached stating that client resides on the stated premises. BUSINESS Owner understands that a copy of the latest Income Tax Return Form must also be provided. 5. BUSINESS Owner understands the business must be a for-profit entity. The following documents can be used as proof: i. State of Florida Corporate Registration ii. Business Income Tax Return iii. Schedule C of IRS form 1040 6. BUSINESS Owner needs to demonstrate that the business has 5 or fewer employees (including owner). 1 The BUSINESS currently employs: full time and part time The following documents can be used as proof: i. Copy of Payroll ii. Copy of UCT6 — State Unemployment Return iii. Copy of US 941 — Federal Quarterly Payroll Tax Forms BUSINESS Owner understands that it is mandatory for the BUSINESS Owner to attend and complete a business course approved by the City of Miami for Micro -Enterprise grant recipients. Upon completion of the program, the BUSINESS Owner must provide the Department a Certificate of Completion. BUSINESS Owner understands that the Department will process the payment for the class and will reduce the grant balance by the payment amount. BUSINESS Owner understands that failure to complete the course will result in non-compliance with the program requirements. The BUSINESS Owner understands that it will be assigned to work with an agency that will provide technical assistance with the program requirements including but not limited to contract completion, disbursement requests, performance reviews and gathering any other information needed to ensure program compliance. 9. BUSINESS Owner must have all the valid and applicable City of Miami and Miami - Dade County business licenses (Business Tax Receipt and Certificate of Use) and any other professional licenses. If the business does not have the appropriate licenses when this contract is executed, then they must be obtained. The BUSINESS Owner can utilize this grant to obtain said licenses. BUSINESS Owner must provide copies of all these licenses to the Department. 10. BUSINESS Owner understands that a business performance report for the BUSINESS must be completed in a form provided by the City, at least twice a year. 2 11, The work performed under this Work Program shall be subject to inspection and approval by the City. Name: Date Owner/Authorized Representative STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this Owner of by a Florida for- rp ofit corporation/an individual, on behalf of the corporation. He is personally known to me or has produced as identification. Print Notary Public's Name Signature (SEAL) 3 EXHIBIT C - COMPENSATION AND BUDGET SUMMARY MICRO -ENTERPRISE ASSISTANCE PROGRAM A. The City shall pay on behalf of the BUSINESS, as maximum compensation pursuant to this Agreement, the sum of $ B. BUSINESS Owner understands that all payments shall be in compliance with the approved program line -item (Itemized) budget attached hereto and for the approved business. Payments that not directly related to the business operation or that at not approved will not be allowed. C. BUSINESS Owner understands that business' operational needs should be reviewed with agency providing Technical Assistance prior to submitting a budget. BUSINESS Owner will be allowed one (1) Budget Modification per quarter. D. BUSINESS Owner understands that payments will be made directly to the vendor on behalf of the BUSINESS. Each written request for disbursement shall contain a statement declaring and affirming that all expenditures are in accordance with the approved budget and business. All documentation in support of each request shall be subject to review and approval by the CITY at the time the request is made. E. In the event that a participating BUSINESS Owner fails to register for or complete the required business course, the CITY will not process any payment requests until this requirement is met. F. BUSINESS Owner understands that expenses have to be allowable, necessary, and reasonable for the approved business. Expenditures not permitted, include but are not limited to, the following items: a. Salaries b. Construction/Rehabilitation Costs c. Vehicle Purchases/Leases d. Alcohol purchases e. Outstanding Debts f. Late Fees g. Credit Card Payments h. Vehicle Repairs —BUSINESS Owner must clearly demonstrate that the vehicle is only used for business purposes. G. The BUSINESS must submit the final request for payment to the CITY by the expiration date or termination date of this Agreement in a form provided by the Department. The BUSINESS shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. E H. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports, certificates and licenses due from BUSINESS and/or BUSINESS Owner as part of this Agreement and any modifications thereto. Owner/Authorized Representative Date