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HomeMy WebLinkAboutAgreementAGREEMENT BETWEEN MIAMI -DARE COUNTY ROWN"i._,I_I FOR A 2008 SUPPORTIVE HOUSING PROGRAM GRANT/ FL14B800040 & FL0190B4D000801 MIANII METRO HOMELESS ASSISTANCE PROGRAM SOUTH THIS AGREEMENT, entered this Z_Kday of 200?, by and between Miami - Dade County (herein called the "Grantee") and The ClWy of Miami, (hereinafter referred to as the "Subrecipient") under this Agreement. WHEREAS, the Grantee has applied for and received funds from the United States Government under Title IV of the Stewart B_ McKinney Homeless Assistance Act; and WHEREAS, the Grantee agrees to comply with all requirements of this Agreement and to accept responsibility for such compliance by the Subrecipient to which it makes grant funds available; and NOW, THEREFORE, it is agreed between the parties hereto that; I. STATEMENT OF WORK: A_ Activities The Subrecipient shall adhere to the "2008 Supportive Housing Program Grant Agreement" Attachment A, which is governed by the Supportive Housing Program rules, 24 CFR Part 583. The Subrompient shall carry out the activities specified in the "Scope of Services" Attachment A-1, 'dousing Type, Number of Units, Bedrooms, Beds, and Participants", Attachment A-2, achieve "Performance Measures/Goals" as stipulated in Attachment A-3, and "Project Milestones", Attachment A4 as applicable. The Subrecipient shall also adhere to minimum standards of housing and services as set forth in the "Standards of Care", incorporated lierein by reference. B_ Time Schedule The Grantee and the Subrecipient agree that this Agreement shall become effective on June 1, 2009. 2_ This Agreement shall expire May 31, 2010, one (1) year from the effective date. Any cost incurred by the Subrecipient beyond this date wilt .not be paid by the Grantee, except as specifically provided herein. Notwithstanding any provision herein to the contrary, certain requirements imposed on the Subrecipient by this Agreement and Federal regulation may continue for a term of at least twenty (2 0) years, as provided in this Agreement. 3. The requirements of this Agreement shall remain in effect during any time period that the Subrecipient has control over any funds generated or provided in connection with this Agreement, including program income. C. Bucket GRANT NUMBER FL14B800040 / FL0190134D000801 City of Miami - Miami Metro Homeless Assistance Program South / Page 2 of 23 The Grantee agrees, subject to the availability of funds and payment of fiends to the Grantee by the United States Department of Housing and Urban Development, to pay for contracted activities according to the terms and conditions contained within this Ate, the Subrecipieut's application for the Supportive Housing Program, and the Subrecipicut's Technical Submission incorporated herein as Attachment B, the Budget, in an amount not to exceed 5132,180.00 for Supportive Services, and $6,609.00 for administration (minus 2.5% administrative oasts to be retained by the Grantee), for a total budget of $138,789.00_ If applicable, in accordance with Federal Regulations, provider shall be reimbursed for capital funding on an incremental basis, based on the following completion benchmarks: 30'/6, 30%, 308/8, and 10% to be provided when a final Certificate of Occupancy is obtained from the developer. All other activities shall be paid on a reimbursement basis following the submission of a monthly invoice along with the appropriate support documentation_ In accordance with federal requirements, the SubnN3px=t agrees to provide match funds in an amount that represents no less than twenty penenR (20`/0) of the total supportive services budget, or twenty-five percent (25%) of the SHP supportive services finding and no less than twenty- five percent (25%) of the total operations budget. The budget figures above represent the original line item totals as delineated in the grant agreement. Submitted budgets that shift fiords by less than 100% of the original line item totals of the grant agreement may become official only if the appropriate match is provider), the administration total is not increased and Mann Dade County Homeless Trust approves the shift of funds. As succi, the figures in the Technical Submission Attachment B may not match the contracted figures delineated in the original contract and grant agreement. Notwithstanding the above, changes of more than 10% in any line item total as delineated in the grant agreement shall require a formal budget approval and an amendment to the grant agreement. The Subrecipient shall conduct outreach, assessment and placement with seven (7) day follow up services to at least 2,260 homeless persons. At least 50•/8 (1,130) of all outreach contacts will be assessed, placed into appropriate housing in the Continuum of Care in Miami -Dade County. The project main office is located at 1490 NW 3`d Avenue, Suite 105, Miami, Florida. II_ RECORDS AND REPORTS A. Financial Management The Grantee and the Subrecipient shall adhere to the requirements for financial reporting as stated in 24 CFR Part 85.41. 2. Requests for payments, along with documentation for each line item, i.e. invoice for services/housing, capital invoice (if applicable), lease agreement, payroll reports, shall be submitted to the Grantee by the thirtieth (30th) of the month and shall be signed by the Executive Director and or the Financial Officer of the Subrecipient, in the form incorporated herein as Attachments C and C-1. 3. Reimbursement shall be provided only for costs associated with the services detailed in the budget, plus general administrative costs (not to exceed 2.5% of direct costs)_ GRANT NUMBER- FL14B800040 / FL0190B4D000801 City of Miami —Miami Metro Homeless Assistance Program South / Page 3 of 23 4. Any reimbursement may be withheld pending the receipt and approval by the Grantee of all reports and docurnents required herein, including but not limited to the submission of the Annual Progress Report - 5. In no evert shall the Grantee's finds be advanced to any subcontractor hereunder. 6- The parties agree that the Subrecipient may request the revision of the schedule of payments or the line item budget. However, such revisions shall be subject to review and approval by the Grantee. Such requests shall only be considered at least ninety (90) days prior to the expiration of the grant, if there is a shift of 10% or more of funds between line items of any activity, supportive services, operations, or leasing or there is a significant change to the program. Requests for minor modifications (for example less than 10% shift of funds between line items) must be submited at least forty-five (45) days prior to the expiration of the grant. Failure to submit the appropriate supporting documentation in a timely manner may result in the Grantee's inability to amend the budget. 7. A final request for reimbursement from the Subrecipient will be accepted by the Grantee up to thirty (30) days atter the expiration of this Agreement. If the Subreapient Pails to comply, all rights to payments will be forfeited if the Grantee so chooses. 8. Within thirty (30) days of the termination or expiration of this Agreement, a final report of expenditures shall be submitted to the Grantee- If after the receipt of such final report, the Grantee determines that the Subrecipient has been paid fiords not in compliance with the Agreement, and to which it is not entitled, the Subrecipient will be required to return such funds to the Grantee or submit documentation demonstrating that the expenditure was in compliance with this Agreement. The Grantee shall have the sole and absolute discretion to determine if the Subrecipient is entitled to such funds and the Grantee's decision in this matter shall be final and binding. B. Records and Access to Records Agreement Records are defined as any and all books, records, client files (including client progress reports, referral forms, etc.), documents, information, data, papers, letters, materials, electronic storage data and media whether written, printed 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 Subrecipient or any subcontractor directly or indirectly related to the duties and obligations required by terms of this contract, including but not limited to financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. 2. The Subrecipient must maintain Agreement Records that document all actions to comply with this Agreement, including those on race, ethnicity, gender, and disability status data, and those in accordance with generally accepted accounting principles, procedures, and practices as required in Circular OMB -122 which shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the Grantee pursuant to the terms of this Agreement which shall include but not be limited to a cash receipt journal, cash disbursement journal, general ledger, and all such subsidiary ledgers as may be reasonably necessary. GRANT NUMBER: FL14B800040 / FLO190B4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 4 of 23 3. The Subrecipient shall provide to the Grantee, upon request by the Grantee, all Agreement Records_ The requested Agreement Records shall become the property of the Grantee without restriction, reservation, or limitation of their use and shall be made available by the Subrecipient at any time upon request by the Grantee. The Grantee shall have unlimited rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These unlimited rights include the rights of royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the work for public purposes. 4. The Subrecipient shall ensure drat the Agreement Records shall at all times be subject to and available for full access and review, inspection, or audit by Grantee and Federal personnel and any odher persons so authorized by the Grantee. 5. The Subrecipient shall include in all the Gratitee-approved subcontracts used to engage subcontractors to carry out any eligible substantive programmatic services, as such services are described in this Agreement and defined by the Grantee, each of the record- keeping and audit requirements detailed in this Agreement. The Grantee shall, in its sole and absolute discretion, determine when services are eligible substantive programmatic services and subject to the audit and record-keeping requirements described in this Agreement. These records shall be maintained as pursuant to this Agreement. 6. If the Subrecipient received funds from or is under regulatory control of other governmental agencies, and those agencies issue monitoring reports, regulatory examinations, or other similar reports, then the Subrecipient shall provide to the Grantee a ropy of each report and any follow-up communications and reports immediately upon such issuance unless such a disclosure is a violation of those agencies' rules. C. Rworts The Subrecipient shall submit to the Grantee the reports described below or any other document in whatever form, manner, or frequency as may be requested by the Grantee. These will be used for monitoring the provider's progress, performance, and compliance with applicable Grantee and Federal requirements. 1. Progress Reports — Subrecipient shall submit a IMS generated, "Monthly Progress Report (MPR)," Attachment D, along with the following monthly reports using the forms attached hereto as "Client Contribution Report" Attachment F, as they may be revised by the Grantee, which shall describe the progress made by the Subrecipient in achieving each of the objectives identified in Attachment A-3. The reports shall explain the Subrecipient's progress including comparisons of actual versus planned progress for the period. The reports are due by the thirtieth (3e) day of the following month, along with the request for reimbursement, following the close of the prior month. 2. Annual Progress Report - The Subrecipient shall submit a BAHS generated Annual Progress Report in addition to a complete and accurate report using the United States Department of Housing and Urban Development (HUD) form HUD -40118, "Annual GRANT NUMBER FL 148800040 / FU 190B4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 5 of 23 Progress Report (APR) for Competitive Homeless Assistance Programs" (Refer to Attachment G and G -1). The complete and accurate APR is due to the Grantee situ (60) days after the end of each operating year. 3. "Program Rating and Satisfaction Survey" Attachment E shall be collected and retained monthly by the Subrecipieut in a separate file and available for review and monitoring, or as requested by the Grantee. 4. Audit Reports - The Subrecipietd shall provide two (2) copies of an annual certified public accountant's opinion and related financial statements on the organization to the Grantee no later than tine -hundred and eighty (180) calendar days following the end of the Subrecipie&s fiscal year, for each year during which this Agreement remains in force or until all funds earned from this Agreement have been so audited, whichever is laxer, provided that the Subrecipient has such an opinion prepared. 5. Annual Assurance Report - The Subrecipient who receives assistance only for leasing, operating costs, or supportive services costs must provide an annual assurance report for each year the assistance is received that the project will be operated for the purpose specified in the application- 6- Employee Certification Form — Government Entities ONLY - The Subrecipient is required to submit semi-annually certifications for those employees worldug solely on a particular Supportive Housing Program (SHP) grant- The certification must be signed by the employee and the supervisor and conform to OMB Circular A-87 Attachment B (h) (3). "Employee Certification form" Attachment R, must be submitted in January and July of each year with the reimbursement request. Incident Reports — The Subrecipient must report to Miami Dade County Homeless Trust information related to any critical incidents omirring during the adriumstrabon term of its programs; form "Incident Report" Attachment S- In addition to reporting this incident to the appropriate authorities the Subrecipient must within twenty-four (24) hours of any incident, submit in writing a detailed account of the incident. This incident report should be addressed to the Contract Officer or Administrative Officer assigned. This incident report should be addressed to Miami Dade County Homeless Trust, III NW First Street, 27`, Floor, Suite 310, Miami, Florida 33128; telephone (305) 375-1490 and facsmilie (305) 375-2722- 8. Disaster Plan — The Subrecipient shall submit an Agency Disaster Plan by April V of each Contract year. D. Staff Responsibility The staff members for this grant are listed in the "Budget" document Attachment B. E. Special Conditions The Subrecipient shall follow the client referral process as listed in the "Scope of Services," Attachment A-1. GRANT NUMBER FL 148800040 / FL0190B4D000801 City of Miami - Miami Metro Homeless A=stanoe Program South / Page 6 of 23 The Subrecipient shall provide any documentation, such as the "W-9 form" Attachment H to facilitate the reimbursement of services. F. General Conditions The Subrecipient shall comply with all Federal laws, and regulations, as specified in the Applicant Certificatious Attachownt I, the Renewal Grant Agreement and the accompanying 24 CFR Part 583, Supportive Housing Program regulations Attachment A, and all other Federal requiramits of this grant. The responsibility for knowledge of and corrWhance with all Federal requiresrrents is that of the Subrecipient. The Subrecipient shall abide and be governed by the requirements of the Americans with .Disabilities Act (ADA). In addition, the Subry-Vient agrees to comply with the following requirements. Insurance A. Government Faitities - If the Subrecipient is the State of Florida or an agency or political subdivision of the State as defined by Section 768.28, Florida Statutes, the Subrecipient shall furnish the County, upon request, written verification of liability protection in accordance with Section 768.28, Florida Statutes. Nothing herein shall be construed to extend any party's liability beyond that provided in Section 768.28, Florida Statutes. B. Non-government Entities - shall maintain required liability insurance coverage as noted below at all times during this contract period. The Subrecipient shall maintain required liability insurance coverage as noted below at all times during this contract period= Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit for bodily injury and property damage_ The Grantee must be shown as an additional insured with respect to this coverage, as evidenced by a certificate of insurance_ Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in connection with this contract in an amount not less than $300,000 combined single limit for bodily injury and property damage_ Workman's Compensation Insurance for all employees of the Subrecipient as required by H. Statute 440. Flood Insurance shall be maintained as per the requirements in 24 CFR Part 583.330(a). The insurance coverage required shalt include these classifications, listed in standard liability insurance manuals, which most nearly reflect the operations of the Subrecipient_ GF<ANT NUMBER FL14B800040 / FIA190B4D000801 City of Munni —MMRAP - South / Page 7 of 23 All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength by the latest edition of Best's Insurance Guide, published by A. M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the County Risk Management Division. or Compliance with the foregoing requirements shall not relieve the Subrecipient of its liability and obligations under this section or under any other section of this Agreement_ No modification or waiver of any of the aforementioned insurance requirements shall be made without thirty (30) days written advance notice to the Grantee, and is subject to the approval of the Grantee's Risk Management Division. 2. Indemnification Pursuant to the provisions of Section 768.28, F -S. (2008), the Subrecipient shall indemnify and hold harmless the Grantee and its past, present, and future employees and agents from and against any and all claims, liabilities, losses, and causes of action which may arise out of the actions or negligence, in whole or in pad, of the Subrocipmn , its officers, agents, employees, or assignees in the direct or indirect fulfillment of this Agreement. The contractor shall pay all claims and losses of any nature in connection therewith, and shall defend all suits, in the name of the Grantee when applicable, and shall pay all costs and judgments which may issue thereon. It is expressly understood and intended that the Subrecipient is an independent contractor and is not an agent of the Grantee_ The Subrecipient shall disclose to the Grantee in writing any possible or actual conflicts of interest or apparent improprieties of the kind addressed herein. 'the Subrecipient shall make each disclosure in writing to the Grantee immediately upon the Subrecipient's discovery of such possible conflict. The Grantee will then render an opinion which shall be binding on all parties. 3. Affidavits Complete and notarize, Miami Dade County Required Affidavits Attachment J, Lobbyist Registration for Oral Presentation Attachment K and Florida Statutes. on Public Entity Crimes Attachment O, acknowledging compliance with the following Miami -Dade County Affidavits_ a. Disability Nondiscrimination Affidavit Attachment J, Section VII. b. Family Leave Pian Affidavit Attachment J, Section VI. C. Drug-free Workplace Affidavit — Ordinance No. 92-15 Attachment J, Section V. d. Miami Dade County Disclosure Affidavit Attachment J, Section I. GRANT NUMBER: FL 14B800o40 / FLA 19OB4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 8 of 23 C. Miami -Dade County Fanployment Disclosure Affidavit Attachment J, Section II. f. All Subrecipients are advised that m accordance with Section 2-11.1(s) of the Code of MiamiDadeCounty, the Lobbyists Registration for Oral Presentation Affidavit, Attachment K, MUST be completed, notarized, and included with the Agreement. Lobbyist specifically includes the principal, as well as any agent, officer, or employee of a principal, regardless of whether such lobbying activities fall within the normal scope of employment of such agent, officer or employee. g. Miami -Dade County Criminal Record Affidavit Attachment J, Section IV_ h. Delinquent and Currently Due Fees or Taxes - The Subrecipient has duly executed the Affidavit regarding "Delinquent and Currently Due Fees or Taxes" as required by Section 2-8.1(c) of the County Code and that affidavit is attached hereto as Attachment J, Section VIII. The Subrecipient understands that the County has relied on the aforementioned representation in entering this contract. L Affirmative Action/Nondiscrimination of Fanploymeut, Promotion and Procurement Practices (County Ordinance 98-30) Attachnneut J, Section M. Project Fresh Start (Resolutions R-702-98 and 358-99) Attachment J, Section X. G_ Civil Rights The Subrecipient agrees to abide by Chapter I IA of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employineK housing and public accommodations. Where applicable the Subrecipient agrees to abide and be governed by Title VI and VII, Civil Rights Act of 1964 (42 USC 2000 D&E) and Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which provides in part that there will be no discrimination of race, color, sex, religious background, ancestry or national origin in performance of this Agreement, in regard to persons served, or in regard to employees or applica & for employment or housing. It is expressly understood that upon receipt of evidence of such discrimination, the County shall have the right to terminate said Agreement. It is further understood that the Subrecipient must submit an affidavit attesting that it is not in violation of the American with Disabilities Act, the Rehabilitation Act, the Federal Transit Act, 49 USC § 1612, and the Fair Housing Act, 42 USC § 3601 et seq. If the Subrecipient or any owner, subsidiary , or other firm affiliated with or related to the Subrecipient, is found by the responsible enforcement agency, the Courts or the County to be in violation of these Acts, the County will conduct no further business with the Subrecipient. Any contract entered into based upon a false affidavit shall be voidable by the County. If the Subrecipient violates any of the Acts during the term of any Contract the Subrecipient has with the County, such Contract shall be voidable by the County, even if the Subrecipient was not in violation at the time it submitted its affidavit - The Subrecipient agrees that it is in compliance with the Domestice Violence heave, codified as § 11 A60 et. Seq. of the Miami -Dade County Code, which requires an employer, who in the GRANT NUMBER: FL14B800040 / FL0190B4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 9 of 23 regular course of business has fifty (50) or more employees working in Miami -Dade County for each working day during each of twenty (20) or more calendar work weeks to provide domestic violence leave to its employees. Failure to comply with this local law may be grounds for voiding or terminating this Contract or for commencement of debarment proceedings against the Subrecipient. The Subrecipient also agrees to abide and be governed by the Age Discrimination Act of 1975, as amended, which provides in part that there shall be no discrimination against persons in any area of employment because of age. The Subrecipient agrees to abide and be goverened by Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC 794, which prohibits discrimination on the basis of handicap. The Subrecipient agrees to abide and be governed by the requirements of the Americans with Disabilities Act (ADA). M. SUSPENSION AND TERN IINATION A. Suspension The Grantee may, for reasonable cause, temporarily suspend the Subrecipieat's operations and authority to obligate funds under this Agreement or withhold payments to the Subrecipient pending necessary corrective action by the Subrecipient or both. Reasonable cause shall be determined by the Grantee and in its sole and absolute discretion and may include_ Ineffective or improper use of any funds provided hereunder by the Subrecipient; 2. Failure by the Subrecipient to materially comply with any teras, conditions, representations or warranties contained herein.; Failure by the SubrecTient to submit any documents required by this Agreement, or 4. The Subrecipient's submittal of incorrect or incomplete documents. B. Termination Termination at Will - This Agreement, in whole or in part, may be terminated by the Grantee upon no less than fifteen (15) worldng days notice when the Grantee determines that it would be in the best interest of the Grantee and/or the recipient materially fails to comply with the terms and conditions of an award. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. The Subrecipient will have five (5) days from the day the notice is delivered to state why it is not in the best interest of the Grantee to terminate the Agreement. However, it is up to the discretion of the Grantee to make the final determination as to what is in its best interest. 2. Termination for Convenience - The Grantee or subrecipient may terminate this Agreement, in whole or part, when both parties agree that the continuation of the GRANT NUMBER: FL14B800040 I FL-0190B4D000801 City of Miami - Miami Metro Homeless Assistance Program South / Page 10 of 23 activities would not produce beneficial results commensurate with the further expenditure of funds. Bath parties shall agree upon the termination condition, including the effective date and in the case of partial termination, the portion to be terminated. However, if the ,grantee determines in the rase of partial termination that the reduced or modified portion of the grant will not accomplish the purposes for which the grant was made it may temimate the grant in its entirety. 3. Tenuination Because of a Lack of Funds - In the event funds to finance this Agreement become unavailable, the Grantee may terminate this Agreement upon no less than twenty-four (24) hours notice in writing to the Subrecipient. Said notice shall be sent by certified mail, return receipt requested, or in person with proof of delivery. The Grantee shall be the final authority to determine whether or not funds are available. 4. Termination for Breach - The County may terminate this Agreement, in whole, or in part, when the County determines in its sole and absolute discretion that the Provider is not making sufficient progress in its performance of this Agreement as outlined in Attachment A, Scope of Services, or is not materially complying with any teen or provision provided herein, including the following: 1) The Provider meffedavely or improperly uses the County funds allocated under this Contract; 2) the Provider does not &rmsh the Certificates of Insurance required by this contract or as determined by the County's Risk Management Division, 3) the Provider does not furnish proof of hcensureoertificatiou or proof of background screening required by this Contract; 4) the Provider fails to submit or submits incomplete or incorrect detailed reports of expenditures or final expenditure reports; 5) the Provider does not submit or submits incomplete or incorrect required reports; 6) the provider refuses to allow the County access to records or refuses to allow the County to monitor, evaluate and review the Provider's program, 7) the Provider discriminates under any of the laws outlined in Section R(G) of this Commtract; 8) the Provider fails to provide Domestic Violence Leave to its employees pursuant to local law; 9) the Provider falsifies or violates the provisions of the Drug Free Workplace Affidavit, 10) the Provider attempts to meet its obligations under this contract through fraud, misrepresentation or material misstatement; 11) the Provider fails to correct deficiencies found during a monitoring, evaluation or review within the specified time, 12) the Provider fails to meet the terms and conditions of any obligation under any contract or otherwise or any repayment schedule to the County or any of its agencies or instrumentalities; 13) fails to meet any of the terms and conditions of the Miami -Dade County Affidavits; 14) the Provider fails to fi" in a tamely and proper manner any and all of its obligations, covenants, agreements and stipulations in this Contact. The Provider shall be given written notice of the claimed breach and 10 business days to cure same. Unless the Provider's breach is waived by the County in writing, or unless the Provider shall have failed ager receiving written notice of the claimed breach by the County to take seeps to cure the breach within 10 business days after receipt of the breach, the County may, by written notice to the Provider, terminate this Agreement upon no less than twenty-four (24) hours notice. Said notice shall be sent by certified mail, return receipt requested, or in person with proof of delivery. Waiver of breach of any provision of this Agreement shall not be construed to be a modification of the terms of this Agreement. The provisions contained herein do GRANT NUMBER: FL 14B800W / FL0190B4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 11 of 23 not limit the County's right to legal or equitable remedies or any other provision for termination under this contract. Such individual or entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attomey's fees. Any individual or entity who attempts to meet its contractual obligations with the County through fraud, misrepresentation or material misstatement ma be disbarred from County oontrac hM for up to five (5) years - IV. REVERSION OF ASSETS A_ Term of Coffimitment If the Subrecipient receives assistance for acquisition, rehabilitation, or new construction, then the Subrecipiew shall agree to operate the supportive housing or provide supportive services in accordance with this Agreement for a term of at least 20 years from the date of initial occupancy or date of initial service provision. If the United States Department of Housing and Urban Development (HUD) determines a project is no longer needed for use as supportive housing or to provide supportive services, then HUD may provide authorization to the Grantee on behalf of the Subrecipieut to convert the project to a project for the direct benefit of low- income persons pursuant to a request for such use by the Grantee on behalf of the Subrecipient operating the project (24 CFR 583305 (a))- 13- Relfayment of Grant If the Subrecipient does not provide supportive housing or supportive services for 10 years following the date of initial occupancy or date of initial service provision pursuant to this Agreement, Hien the Grantee shall require repayment of the entire amount of the grant used for acquisition, rehabilitation, or new construction, unless conversion of the project has been authorized pursuant to the terms in the Term of Commitment Section, IV -A of this document (24 CFR 583.305 (b)). If the supportive housing is used for such purposes as stated in Section IV A for more than 10 years, then the Subrecipient's repayment amount will be reduced by 10 percentage points for each year beyond. the 10 -year period in which the project is used for supportive housing (24 CFR 583.305 (b)). C. Prevention of Undue Benefits Upon the sale or other disposition of a project assisted with acquisition, rehabilitation, or new construction funds occurring before the expiration of the 20 -year period, the Subrecipient must comply with such terms and conditions as HUD and the Grantee may prescribe to prevent the Subrecipient from unduly benefiting from such sale or disposition. The Subrecipient shall return to the Grantee, upon the expiration or termination of this Agreement, any funds on hand, any accounts receivable attributable to these fiends, and any overpayment due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Subrecipient by the Grantee. GRANT NUMBER: FL14BS00040 / FL.0190B4D000801 City of Miami - Miami Metre Homeless Assistance Program South / Page 12 of 23 D. Revocation of License or Permit Notwithstanding any provision of this Agreement to the contrary, revocation of any necessary license, permit, or approval by a governmental authority may result in immediate termination of this AgreemeW upon no less than twenty-four hours notice. Said notice shall be certified by mail or hand delivery. E. Declaration of Restrictive Covenants and Declaration of Restrictions If not previously recorded, the Subrecipient and the Titleholder shall sign and record as set forth in Attachment Q and Attachment Q-1, at the time of contract execution, and incorporated here by reference, the "Declaration of Restrictive Covenants," and the "Declaration of Restrictions." The Declaration of Restrictive Covenants is a federal requireneot and the Declaration of Restrictions is a local Requirem t on properties that are acquired, rehabilitated or built with Supportive Housing Program fiords. These axivoenants restrict the use of properties located at N/A such that the properties must be operated for the provision of supportive .housing and services for homeless persons in accordance with the provisions of 24 CFR Part 583, Code of Federal Regulations for a term of at least 20 years or for such other purposes as may be approved by the Grantor. The Subrecipient agrees to inform any lender or grantor which has loaned or granted fiords for the purchase of such properties of structures thereupon and request their consent to the recordation of and subordination to the Declaration of Restrictive Covenants and the Declaration of Restrictions. Such consent shall be in a form acceptable to the Grantee_ V. UNIFORM ADMINISTRATIVE REQUIREMENTS A Ac29u---M Standards, Cost Principles, and Rggglations The Subrecipient shall comply with Federal accounting standards and cost principles according to OMB Circular A-122 and SHP Regulations (24 CFR 583.135). 2. The Subrecipient shall comply with applicable provisions of applicable Federal, State, and County laws, regulations, and rules such as OMB Circular A-110, OMB Circular A- 21, and OMB Circular A-133 and with the Energy Policy and Conservation Act (Public Law 94-163) which requires mandatory standards and policies relaxing to energy efficiency. If any provision of this contract conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified to be consistent with the law or regulation or to be deleted if modification is impossible. However, the obligations under this contract, as modified, shall continue and all provisions of this contract shall remain in full force and effect. 3. If the amount payable to the Subrecipient pursuant to the terms of this contract is in excess of $100,000, the Subrecipient shall comply with all applicable standards, orders, or regulations issued pursuant to Section 306 of the Clean Air Act of 1970 (42 U.S.C. 1857 (h)), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 CFR Part 15); Executive Order 11738; and Environmental Review Procedures and Regulations (24 CFR Part 58 and 24 CFR Part 583.230). GRANT NUMBER- FL 148800040 / FL0190B4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 13 of 23 B. Retention of Records 1. The Subrecipient shall retain records pertinent to expenditures and all Agreement Records for a period of at least three (3) years (hereinafter referred to as "Retention Period.") For all noti-Grantee assisted activities the Retention Period shall begin upon the expiration or termination of this Agreement. 2. If the Grantee or the Subrecipient has received or been given notice of any kind indicating any threatened litigation, claim or audit arising out of the services provided pursuant to 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 Grantee, fully, completely and finally resolved. 3 _ The Subreapient shall allow the Grantee or any persons authorized by the Grantee full access to and the right to examine any of the Agreement Records during the required Retention Period_ 4. The Subrecipient shall notify the Grantee in writing both during the pendency of this Agreement and after its expiration as part of the final close-out procedure, of the address where all the Agreed Records will be retained. 5. The Subrecipient shall obtain the prior written approval of the Grantee for the disposal of any Agreement Records before disposing of such Records within one year after expiration of the Retention Period_ C. Additional Rn9mggs The Subrecipiert must comply with the following additional requirements. Client Rules and Regulations - The Subrecipient shall submit a copy of the Client Rules and Regulations that apply to clients referred to the Subrecipient pursuant to this Agreement; due within thirty (30) days following the execution of this Agreement. 2 Personnel Policies and Administrative Procedure Manuals - The Subrecipient shall submit detailed docurnents descnbmg the Subrecipient's internal corporate or organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. The information shall be available to the Grantee upon a request. Monitoring - The Subrecipient shall permit the Grantee and any other persons authorized by the Grantee to monitor, according to applicable regulations, all Agreement Records, facilities, goods and activities of the Subrecipient which are m any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Subrecipient. The Grantee shall monitor both fiscal and programmatic compliance with all terms and conditions of this Agreement to include a review of beneficiaries, supportive services, operating costs, program progress, documentation for required match, record keeping, compliance with circulars, eve costs, technical assistance visits, and environmental review. GRANT NUMBER: FL14B800040 / "190B4Do00801 City of Miami — Miami Metro Homeless Assistance Program South / Page 14 of 23 The Subrecipient shall permit the Grantee to conduct site visits, client assessment surveys, and other techniques deemed reasonably neoessary to fulfill the monitoring function. A report of the Grantee's findings may be delivered to the Subrecipie A, and if so delivered, the Subrecipient shall rectify all deficiencies cited within the period of time specified in the report. 4. Restrictions of Funds Use - The funds received under this Agreement (or any State or local government funds used to supplement this Agreement) may not be used to replace state or local funds previously used, or designated for use to assist homeless persons (24 CFR Part 583.150 (a))_ The Subrecipient shall notify the Grantee of any additional funding received for any actrvrty described m tins Agreement, other than the "Client Contribution Report," Attachment F which is addressed in H -C(1). Such notification shall be in writing and received by the Grantee within thirty (30) days of the Subrecipient's notification by the funding source. 5. )Related Parties - The Subrecipient shall report to the Grantee the name, purpose, and any other relevant information in connection with any transaction conducted between the Subrecipient and a related party transaction. A gelated party includes, but is not limited to, a for-profit or nonprofit subsidiary or affiliate organization, and organization with overlapping boards of directors or any organization for which the Subrecipient is responsible for appointing members_ The Subrecipient shall report this information to the Grantee upon forming the relationship or if already formed, shall report it immediately. Any supplemental information shall be reported in the Grantee required Agency Narrative and Progress Report which are addressed in II -C (1). 6. Required Meeting Attendance - From time to time, the Miami -Dade County Homeless Trust may schedule meetings and/or training sessions to assist the Subrecipient in the performance of its contractual obligations or to inform the Subrecipient of new and/or revised policies and procedures. Attendance at some of these meetings may be mandatory. The Subrecipient shall receive notice no less than three (3) business days prior to any meeting or training session that requires mandatory participation. A record of attendance at meetings or training sessions where notice was given indicating the Subrecipient's mandatory participation shall be kept, and the Subrecipietit's contractual compliance will be monitored. Failure to attend a meetinghraining sesion for which a mandatory notice has been provided can result in material non-compliance of the contract/agreement, up to and including breach or default. Proof of notice shall consist of fax record, certified mail, and/or verbal communication with the contract/agreement contact person or other program administrative staff. The Provider may select one or more employees from their agency, directly involved m the contracted pro rg_am as their representative at the meed session, the participation of the Agreement contact person is preferred. The Subrecipient may request to be excused from a mandatory meeting. That request must be received at least twenty-four (24) hours prior to the meeting date and time, and justification provided, including why etre agency could not send m representative. The Miami -Dade County Homeless Trust shall determine whether or not the absence will be excused, the Subrecipient shall not be excused from more than two (2) meetings/training sessions during each contract year. The Subrecipieint is encouraged to GRANT NUMBER: FL1413800040 /17 0190B413000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 15 of 23 Wind all meetings of the Miami -Dade County Homeless Trust and/or its Committees, as information relevant to their program or services may be discussed. 7. Publicity and Advertisements - The Subrecipient shall ensure that all publicity and advertisements prepared and released by the Subrecipient, such as pamphlets and news releases already or indirectly related to activities funded pursuant to this Agreement, and all events carried out to publicize the accomplishments of any activity funded pursuant to this Agreement, recognize the Grantee as its funding source. The Subrecipient shall ensure that all media representatives, when inquiring about the activities fimded pursuant to this Agreemeut are informed that the Grantee is the funding source. 8. Procurement - The Subrecipient shall make a positive effort to procure supplies, equipment, construction or services necessary or related to carrying out the ternis of this Agrement from minority and women's businesses, and to provide these sources maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement, In conformance with Section 3 of the Housing and Urban Development (HUD) Act of 1968 Attachment N , as amended, 12 U_S.C. 1701u (Section 3), work performed under this contract are subject to requirernents of this section. The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance of HUD -assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to low and very low-income persons, particularly persons who are recipients of HUD assistance for housing and to businesses that are substantially owned or substantially employ low and very low income persons_ 9. Property - This section applies to equipment with an acquisition cost of $5,000 or more per unit and all real property. a. Any real property under the Subrecipient's control that was acquired/improved in whole or in part with funds from the Homeless Trust and any equipment purchased for $5,000 or more shall be disposed of, at the expiration or termination of this contract, in accordance with instruction from the Homeless Trust. Real Property is defined as land, including land improvements, struoxures, appurtenances thereto, including movable machinery and equipment. Equipment means tangible, nonexpendable, personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit. b. All equipment with an acquisition cost of $5,000 or more per units and all real property purchased in whole or m part with funds from this and previous contracts with the Homeless Trust, or transferred to the Subrecipient after being purchased in whole or in part with fiords from the Homeless Trust shall be listed m the property records of the Subrecipient and shall include a legal description, size, date of acquisition, value at time of purchase, owner's name if different from the Subrecipient, information on the transfer or disposition of the property, and map indicating whether property ism parcels, lots or blocks and showing adjacent streets and roads. Notwithstanding documentation required for reimbursement purposes, a GRAN!' NUMBER: FL14B800040 / FLA190B4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 16 of 23 dopy of the purchase receipt for any asset described above purchased with Homeless Trust funds must also be mchrded in the Subrecipient's molly reimbursexneat paelcage submitted to the Homeless Trust in the month in which the item was purchased along with the "Provider Asset Inventory" Attachment P. c_ All equipment with an acquitiou cost of $5,000 or more per unit and all real property shall be inveniorW annually by the Subre6pient and an inventory report shall be submitted to the Homeless Trust. This report shall include the elements listed in the paragraph listed above. 10. Management Evaluation and Performance Review - The Grantee may conduct a formal management evaluation and performance review of the Subrecipient following the expiration of this Agreement_ The management evaluation will reflect the Subrecipienfs compliance with generally accepted fiscal and organizational standards and practices. The performance review will reflect the quality of service provided and the value received using .monitoring data such as progress reports, site visits, and client surveys_ 11. Subcontracts and Assignments a. The SubrecTicet shall ensure that all subcontracts and assignments: (1) Identify the full, correct and legal name of the party, (2) Describe the activities to be performed; (3) Present a complete and accurate breakdown of its price component; (4) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement with any conditions of approval that the Grantee deems necessary_ This applies only to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service as set forum in tins Agreement. The Grantee shall in its sole and absolute discretion germine when services are eligible substantive programmatic services subject to the audit and record- keeping requirements described above, and; b. In accordance with Ordinance No. 97-104, all bidders and respondents on County contracts for purchase of supplies, materials or services, including professional services, which involve the expenditure of $100,000 or more and all bidders or respondents on County or Public Health Trust construction contracts which involve the expenditure of $ 100,000 or more shall include, as part of their bid or proposal submission, a listing of Provider's Disclosure of Subcontractors and Suppliers Attachment L which identifies all first tier subcontractors who will perform any part of time contract work and describes the portion of the work such subcontractor will perform, and all contract work direct to the bidder or respondent and describes the materials to be so supplied. Failure to include such listing with the bid or proposal shall render the bid or proposal non-responsive. GRANT NUMBER FL14B800040 / FL0190134D000801 City of Miami — Miami Metro Homeless Alms anc a Program South / Page 17 of 23 Ordinance 97-104 applies to all contracts whether competitively bid by the County or not. "Those contracts that have received authorization by the Board of County Commissioners to waive formal bidding procedures must also provide a listing of all first tier subcontractors and direct suppliers. Subcontractor/Supplier Listing, SUB Form 100 Attachment M may be utilized to provide the information required by this paragraph. A bidder or respondent who is awarded the contract shall not change or substitute first tier subcontractors or direct suppliers or the portions of the contract work to be performed or materials to be supplied from those identified in the listing submitted with the bid or proposal except upon written approval of the County. c. The Subrecipient shall incorporate in all consultant subcontracts this additional provision: The Subrecipient is not responsible for any insurance or other fringe benefits for the consultant or its employees, e.g_, social security, income tax withholdings, retirement or leave benefits_ The Consultant assumes full responsibility for the provision of all insurance and fimge benefits for himself or herself and employees retained by the Consultant in carrying out the Scope of Services provided in this subcontract. d. The Subrecipient shall be responsible for monitoring the contractual performance of all subcontracts. e. The Subrecipient shall receive written documentation prior to entering into any subcontract which contemplates performance of substantive programmatic activities, as such is determined as provided herein_ The Grantee's approval shall be obtained prior to the release of any funds to the subcontractor. f. The Subrecipient shall receive written approval from the Grantee prior to either assigning or transferring any obligations or responsibility set forth in this Agreement or the right to receive benefits or payments resulting from this Agreement. g. Approval by the Grantee of any subcontract or assignment shall not under any circumstances be deemed to provide for the incurring of any obligation by the Grantee in excess of the total dollar amount agreed upon in this Agreement. 12. The Grantee's Consultant - The Grantee understands that in order to facilitate the implementation of this Agreement, the Grantee may from time to time designate a development consultant to work with the Subrecipient. The Grantee's consultant shall be considered the Grantee's designee with respect to all portions of this Agreement with the exception of those provisions relating to payment of the Subrecipient for services rendered. The Grantee shall provide written notification to the Subrecipient of the name, address, and employees of the Grantee's consultant. 13. Participation in Homeless Management Information System - The Provider agrees to participate in the Homeless Managementlnformation Systan WWS) selected and established by the County. Participation will include, but is not limited to, input of client data upon intake, daily updates of bed availability information, as well as updates of GRANT NUMBER- FL14B800040 / FL0190B4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 18 of 23 client files upon client contact, and maintaining current data for statistical purposes. The Provider understands that they are responsible for any ongoing cost to access the BAGS system - 14. Miami -Dade County Inspector General Review According to Section 2-1076 of the Code of Miami -Dade County, as amended by Ordinance No. 99-63, Miami -Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts, except as otherwise provided below. The cost of the audit of any C tract issued as a result of this RFP shall be one-quarter (1/4) of one (1) percent of the total contract amount which cost shall be included in the total proposed amount. The audit cost will be deducted by the County from progress payments to the selected Proposer. The audit cost shall also be included in all change orders and all contract renewals and extensions. Exception: The above application of one quarter (1/4) of one percent fee assessment shall not apply to the following centrads: (a) IPSIG contrails; (b) contracts for legal services; (c) contracts for financial advisory services; (d) auditing contracts; (e) &ohty rentals and lease agreements; (f) concessions and other rental agreements; (g) insurance contracts,- (h) revenue -generating contracts; (1) contracts where an IPSIG is assigned at the time the contract is approved by the Commission; 0) professional service agreements under $1,000; (k) management amts; (1) small purchase orders as defined in Miami Dade County Admmistrative Order 3-2; (m) federal, state and local government -funded giants; and (n) interlocal agreements. Notwithstan&ng the foregoing, the Miaani Dade County Board of County Commissioners may authorize the inclusion of the fee assessment of one quarter (Y4) of one percent in any wed contrail at the time of award Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all County contracts including, but not limited to, those contracts specifically exempted above_ 15. INDEPENDENT PRIVATE SECTOR INSPECTOR GENERAL REVIEW Pursuant to Miami Dade County Administrative Order 3-20 and in connection with any award issued as a result of this RFP, the County has the right to retain the services of an Independent Private Sector Inspector General ("IPSIG"), whenever the County deems it appropriate to do so. Upon written notice from the County, the selected Proposer shall make available, to the IPSIG retained by the County, all requested records and documentation pertaining to this RFP or any subsequent award, for inspection and copying. The County will be responsible for the payment of these IPSIG services, and under no circumstance shard the Proposer's cost/price for this RFP be inclusive of any charges relating to these 1PSIG services. The terms of this provision herein, apply to the Proposer, its officers, agents, employees and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct, audit or investigate the operations, activities and performance of the selected Proposer in connection with this RFP or any contract issued as a result of this RFP. The terms of this provision are neither intended nor shall they be construed to impose any liability on the County by the selected Proposer or third party. GRANT NUMBER FL14B800440 / FU 1 901141300080 1 City of Miami — Miami Metro Homeless Amstaxim Program South / Page 19 of 23 16. Renegotiation or Modification - Modifications of provisions of this Agieemmt shall be valid only when in writing and signed by duly authorized representatives of each party. Additional conditions are: a. A Subrecipient may not make any significant changes to an approved program without prior Grantee approval. Significant changes include, but are not limited to, a change in the Subrecipieut, a change in the projed site, additions or deletions in the types of activities listed in 24 CFR Part 583.100 approved in the Technical Submission for the program, or a shift of more than 10 percent of funds from one approved type of activity to another, and a change in the category of participants to be served, or other granges deemed significant by the Grantee_ Depending on the nature of the change, the Grantee may require a new certification of consistency with the Consolidated Plan Certification from the United States Department of Housing and Urban Development b. Approval for changes is contingent upon the application ranking remaining high enough after the approved change to have been costively selected for funding in the year the application was selected_ The parties agree to renegotiate this contract if the Grantee determines, in its sole and absolute discretion, that Federal state, and/or Grantee revisions of any applicable law or regulations, or increases or decreases in budget allocations make changes in this Agreement necessary. The Grantee shall be the final authority in determining whether or not funds for this Agreement are available due to Federal, state and/or Grantee revisions of any applicable laws or regulations, or increases in budget allocations. Notwithstanding the foregoing, the Grantee retains all the rights of suspension or termination set forth in Section 1H of this Agreement. After the initial grant agreement, the Grantee will not make revisions to increase the amount of the award to the Subrecipient_ 17. Right to Waive - The Grantee may, for good and sufficient cause, as determined by the Grantee in this sole and absolute discretion, waive provisions in this Agreement or seek to obtain such waiver from the appropriate authority. Waiver requests from the Subrecipient shall be in writing. Any waiver shall not be construed to be a modification of this Agreement. 18. Disputes - In the event an unresolved dispute exists between the Subrecipient and the Grantee, the Grantee shall refer the questions, including the views of all the interested parties and the recommendation of the Grantee, to the CountyManager for determination_ The County Manager, or an authorized representative, will issue a determination within thirty (30) calendar days of receipt and so advise the Grantee and the Subrecipient, or in the event additional time is necessary, the Grantee will notify the Subrecipient within the thirty (30) day period that additional time is necessary. The Subrecipient agrees that the County Manager's detennaination shall be final and binding on all parties. 19_ Headings - The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreemmt. GRANT NUMBER: FLUB800040 / FLO190B4D00080i City of Miami — Mranu Metro Homeless Assistance Program South / Page 20 of 23 20. Proceedings - This Agreement shall be construed in accordance with the laws of the State of Florida and any pros cede s arising between the parties m any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Dade County, Florida. 21. Notice and Contact - The Grantee's representative for this Agreement is: David Raymond, Executive Director. The Subrecipient's representative for this Agreement is The ect/program site is located at 14`1.0ysW �►��ir �lU� i�3� t that different representatives are designated by either party after this Agreernent is executed, or the Subrecipcat changes the address of either the program site or the principal office, the Subrecipient must notify die Grantee prior to such relocation and obtain all necessary approvals. Notice of the name of the new representative or new address will be rendered in writing to the other party and said notification attached to the originals of this Agreement. 22. Name and Address of Payee - When payment is made to the Subrecipienfs assignee, the name and address of the official payee is 23. All Terms and Conditions Included - This Agreement and its attachments as referenced contain all the terms and conditions agreed upon by the parties_ 24_ Autonomy - Both parties agree that this Agreement recognizes the autonomy of and stipulates or implies no affiliation between the contracting parties. The parties acknowledge that the relationship of Grantee and Subrecipient is that of independent contractors and that nothing contained in this Agreement shall be construed to place Grantee and Subrecipient in the relationship of principal and agent, employer and employee, master and servant, partners or joint venturers. Neither party shall have, expressly or by implication, or represent itself as having, any authority to make contracts or enter into any agreement in the name of the other party, or to obligate or bind the other party in any manner whatsoever. 25. Severability of Provisions - If any provision of this Agreerneut is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. 26. Waiver of Trial - Neither the Subrecipient, subcontractor nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor heir or personal representative of the Subrecipient, subcontractor or any such other persons or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or other litigation procedure based upon or arising out of this Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Subrecipient, subcontzactor nor any such person or entity shall seek to consolidate any such action in which a jury trial has been waived. The provisions of this paragraph have been fully discussed by the parties hereto, and the provision hereof shall be subject to no exceptions. No party has in any way agreed with or represented to any other party that the provisions of this paragraph will not be fiilly enforced in all instances. 27. Contracts with Municipalities or Counties Outside 1V1'iami-Dade County to Provide Homeless Housing in Miami Dade County. - The above-named firm, corporation, organization or individual ("provider") desiring to transact business or enter into a contract with GRANT NUMBER FLUB800040 / FL0190B4D000801 City of Miami - Miami Metro Homeless Assistance Program South / Page 21 of 23 the County for the provision of homeless housing and /or services swears, verifies, affirms and agrees that (1) it has not entered into any current contract, arrangement of any land, or understanding with any municipality outside of Miami Dade County or any County (collectively "locality') to provide housing and services for homeless persons in Miami -Dade County who are transported to Miami -Dade County by or at the behest of such locality and (2) during the term of this contract, it will not enter into any such contract, arrangement of any land, or understanding; provided, however, upon the written request of the Contractor prior to entering into such contract, understanding or arrangement, the Miami -Dade County Homeless Trust may, in its sole and absolute discretion, find and determine within 60 days of such request that a proposed contract should not be prohibited hereby, as the best interests of the homeless programs undertaken by and on behalf of Miami Dade County would not be negatively affected by such contract, arrangement, or undertaking. VI. RELIGIOUS ORGANIZATIONS As reported in 24 CFR Part 583.150, HUD will provide assistance to a recipient that is a primarily religious organization, if the organization agrees to provide housing and supportive services in a manner that is free from religious influences and in accordance with the following principles It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; 2. It will not discriminate against any person applying for housing or supportive services on the basis of religion and will not limit such housing or services or give preference to persons on the basis of religion; and It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, and exert no other religious influence in the provision of housing and supportive services. HUD will provide assistance to a recipient that is a primarily religious organization if the assistance will not be used by the organization to constrict a structure, acquire a structure or to rehabilitate a structure owned by the organization, except as described m 24 CFR Part 583.150 (b)(2) Attachment A. VII_ HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) Any person or entity that performs or assists Miami -Dade County with a function or activity involving the use or disclosure of "individually identifiable health information (MR) and/or Protected Health Information (PH1) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the Miami -Dade County Privacy Standards Administrative Order. HIPAA mandates for privacy, security and electronic transfer standards, that include but are not limited to: 1. Use of information only for performing services required by the contract or as required by law; 2. Use of appropriate safeguards to prevent non -permitted disclosures; 3. Reporting to Miami -Dade County of any non permitted use or disclosure; GRANT NUMBER FL14B800040 / FLA 190B4D000801 City of Miami — Miami Metro Homeless Assistance Program South / Page 22 of 23 4. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential; 5. Malang Protected health Inforn uttion (PHn available to the customer; 6. Malang PHI available to the customer for review and amendment, and incorporating any amts requested by the customer, 7. Making PHI available to Miami -Dade County for an accounting of disclosures; and 8. Making internal practices, books and records related to PHI available to Miami -Dade County for compliance audits. PHI shall maintain its protected status regardless of the form and mediod of transmission (paper records, and/or electronic transfer of data)_ The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. CONTINUES NEXT ON SIGNATURE PAGE GRANT NUMBER: FL 1413800040/ FL0190B4D000801 City of Miami -Miami Metro Homeless Assistance Program North / Page 23 of 23 IN WITNESS WHEREOF, the parties hereto have caused this twenty-three (23) page Agreement to be executed by their respective and duly authorized officers the day and year first above written. (SEAL) ATTEST: Witness By: 4RISCILP LA THOMPSON CITY CLERK Approved as to Form and Correctness: By: JULIE O. BRU CITY ATTORNEY ATTEST: HARVEY RUVIN, CLERK !L� iJ 17 s 0 f B o —'CLERK ;v RI a' • ^ Yi T'� of (DATE) !' 0 CITY OF MIAMI, FLORIDA A al corporation to of Florida PEDRO G-tiQUAN CITY MANAGER Approved as to In, 6rance Requiremen LEE AWBREIUM T-/ RISK MANAGEMENT (AFFIX SEAL) MIA U -DARE COUNTY A political subdivision of the State of Florida George M. Burg( County Manager See memorandum dated �1��� � approved as to form and legal sufficiency: