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HomeMy WebLinkAboutExhibit 2CITY OF MIAMI, FLORIDA DEPARTMENT OF COMMUNITY DEVELOPMENT EMERGENCY SHELTER GRANT AGREEMENT This Agreement (hereinafter the "Agreement") is entered into this _ day of , 2010, between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY"), and The Sundari Foundation, Inc., a Florida not for profit corporation (hereinafter referred to as the "SUB RECIPIENT"). FUNDING SOURCE: Emergency Shelter Grant "ESG") AMOUNT: $33,157.00 TERM OF THE AGREEMENT: Effective date of this Agreement shall be October 1, 2009 through September 30, 2010. IDIS NUMBER: PROJECT NUMBER: ADDRESS: 217 N. W. 15 Street Miami, FL 33136 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS. Attached hereto and f6rming a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Authorizing Execution of this Agreement Exhibit B Work Program ESG Requirements: The requirements established by the City of Miami, including, but not limited to, the requirements of 24 CFR Part 576, Delartment: The City of Miami Department of Community Development. Federal Award: Any federal fiends 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 A member of a low- or moderate -income family Income Person: One whose income is within specific 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 SUBRECIPIENT 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 SUBRECIPIENT. It should specifically describe the activities to be carried out as a result of the expenditure of ESG Funds. Where appropriate it should list measurable objectives, define 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 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 SUBRECIPIENT under this Agreement. 2.2 The Budget Summary attached hereto as Exhibit "C", which shall include completion of the SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule and a copy of all subcontracts. 2.3 A list of the SUBRECIPIENT's present officers and members of the Board (names, addresses and telephone numbers). 2.4 A list of Ivey staff persons (with their titles) who will carry out the Work Program. 2.5 Completion of an Authorized Representative Statement. 2.6 Completion of a Statement of Accounting System, 2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedtues. 2.8 Job description and resumes for all positions funded in whole or in part under this Agreement. 2,9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Form 990). 2.10 The following corporate documents: (ii) Bylaws, resolutions, and incumbency certificates for the SUBRECIPIENT, certified by the SUBRECIPIENT's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY. 2.11 ADA Certification. 2.12 Drug Free Certification. 2.13 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 fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 EFFECTIVE DATE AND TERM: Effective date of this Agreement shall be October 1, 2009 through September 30, 2010, 3.3 OBLIGATIONS OF SUBRECIPIENT: The SUBRECIPIENT 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, ina 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 POLICIES AND PROCEDURES MANUAL: The SUBRECIPIENT is aware of and accepts the "Policies and Procedures Manual for. Community Development Block Grant Sub -recipients" as the official document which outlines the fiscal, administrative and federal guidelines which shall regulate the day-to-day operations of the SUBRECIPIENT. The "Policies and Procedures Manual for Community Development BIock Grant Sub -recipients" is incorporated herein and made a part of this Agreement. 3.5 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 hereunder, the SUBRECIPIENT 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 SUBRECIPIENT shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities fimded 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 Linder this Agreement for other funds in comlection with work which would have been performed in the absence of this Agreement. ARTICLE IV ESG FUNDING AND DISBURSEMENT REQUIREMENTS 4,1 COMPENSATION The amount of compensation payabie by the CITY to the SUBRECIPIENT shall be based on the rates, schedules and conditions described in Exhibit "C" attached hereto, which by this reference is incorporated into this Agreement. 4.2 INSURANCE: At all times during the term hereof, the SUBRECIPIENT shall maintain insurance acceptable to the CITY, Prior to commencing any activity under this Agreement, the SUBRECIPIENT shall furnish to the CITY original certificates of insurance indicating that the SUBRECIPIENT is in compliance with the provisions described in Exhibit "G" attached hereto, which by this reference is incorporated into this Agreement, 4.3 FINANCIAL ACCOUNTABILITY: The CITY reserves the right to audit the records of the SUBRECIPIENT at any time during the performance of this Agreement and for a period of five (S) years after its expiratiorAermination. The SUBRECIPIENT agrees to provide all financial and other applicable records and docurnentation 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 to the SUBRECIPIENT 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 SUBRECIPIENT 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 ESG Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of hinds, and/or changes in regulations, ARTICLE V AUDIT 5,1 As a necessary part of this Agreement, the SUBRECIPIENT shall adhere to the following audit requirements: 5.1.1 If the SUB RECIPIENT expends $500,000 or more in the fiscal year it shall have a single audit or program specific audit conducted for that year. The audit shall be conducted in accordance with GAGAS and OMB Circular A-133. The audit shall determine whether the financial statements are presented fairly in all material respects in conformity with generally accepted accounting principles. In addition to the above requirements, the auditor shall perform procedures to obtain an understanding of internal controls and perform sufficient testing to ensure compliance with the procedures. Further the auditor shall determine whether the SUBRECIPIENT has complied with laws, regulations and the provisions of this Agreement. A reporting package shall be submitted within the earlier of 30 days after receipt of the auditor's report(s) or nine (9) months after the end of the audit period. The reporting package will include the certified financial statements and schedule of expenditures of Federal Awards; a summary schedule of prior audit findings; the auditor's report and the corrective action plan. The auditor's report shall include: a) An opinion (or disclaimer of opinion) as to whether the financial statements are presented fairly in all material respects in conformity with generally accepted principles and an opinion (or disclaimer of opinion) as to whether the schedule of expenditures of Federal Awards is presented fairly in all material respects in relation to the financial statements taken as a whole. b) A report on internal controls related to the financial statements and major programs. This report shall describe the scope of testing of internal controls and the results of the test, and, where applicable, refer to the separate schedule of findings and questioned costs. c) A report on compliance with laws, regulations, and the provisions of contracts and/or this Agreement, noncompliance with which could have a material effect on the financial statements. This .report shall also include an opinion (or disclaimer of opinion) as to whether the SUBRECIPIENT complied with the laws, regulations, and the provisions of contracts and this Agreement which could have a direct and material effect on the program and, where applicable, refer to the separate schedule of findings and questioned costs. d) A schedul-- of findings and questioned costs which shall include the requirements of OMB Circular A-133, 5.1.2 If the SUBRECIPIENT expends less than $500,000 in the fiscal year, it is exempted from Federal audit requirements for that year and consequently the audit cost is not a reimbursable expense. The CITY, however, may request the SUBRECIPIENT to have a limited scope audit for monitoring purposes. These limited scope audits will be paid for and arranged by the CITY and address only one or more of the following types of compliance requirements: activities allowed or disallowed; allowable costs/cost principles; eligibility; matching, level of effort, earmarking; and, reporting. All reports presented to the CITY shall, where applicable, include sufficient information to provide a proper perspective :for judging the prevalence and consequences of the findings; such as whether an audit finding represents an isolated instance or a systemic problem, where appropriate, instances identified shall be related to the universe and the number of cases examined and quantified in terms of dollar value. ARTICLE VI RECORDS AND REPORTS 6.1 The SUBRECIPIENT shall establish and maintain sufficient records to enable the CITY to determine whether the SUBRECIPIENT has met the requirements of the ESG Program. At a minimum, the following records shall be maintained by the SUBRECIPIENT: 6.1,1 Records providing a full description of each activity assisted (or being assisted) with ESG Funds, including its location (if the activity has a geographical locus), the amount of ESG Funds budgeted, obligated and expended for the activity, and the specific provision in 24 CFR 576.21 of Subpart B, 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 576.21 6.1.3 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 fi-om, any program or activity funded in whole or in part with ESG Funds. Such information shall be used only as a basis for fiirther 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 hiring and training of low- and moderate -income persons and the use of local businesses. 6.1.4 Records required to be maintained in accordance with other applicable laws and regulations set forth in 24 CFR 576.65, 6.2 RETENTION AND ACCESSIBILITY OF RECORDS: 6.2.1 The Department shall have the authority to review the SUBRECIPIENT'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 SUBRECIPIENT at least until the expiration of the Retention Period, The SUBRECIPIENT shall maintain records sufficient to meet the requirements of 24 CPR 576. All records and reports required herein shall be retained and made accessible as provided hereunder. The SUBRECIPIENT further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The SUBRECIPIENT 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 SUBRECIPIENT 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 SUBRECIPIENT 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. 624 The SUBRECIPIENT shall notify the Department in writing, both during the pendency of this Agreement and after its expiration/termination as part of the final closeout procedure, of the address where all Agreement Records will be retained. 6.2.5 The SUBRECIPIENT shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one 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 SUBRECIPIENT shall provide all Agreement Records to the Department. The requested Agreement Records shall become the property of the Department without 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 SUBRECIPIENT 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 SUBRECIPIENT 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 SUBRECIPIENT shall permit the Department and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of the SUBRECIPIENT 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 SUBRECIPIENT. Following such inspection or interviews, the Department will deliver to the SUBRECIPIENT a report of its findings. The SUBRECIPIENT 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 SUBRECIPIENT's justification is acceptable, At the request of the CITY, the SUBRECIPIENT shall transmit to the CITY written statements of the SUBRECIPIENT's official policies on specified issues relating to the SUBRECIPIENT's activities. The CITY will carry out monitoring and evaluation activities, including visits and observations by CITY staff, the SUBRECIPIENT 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 SUBRECIPIENT 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 SUBRECIPIENT is responsible for appointing memberships. The SUBRECIPIENT 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 ESG PROGRAM REQUIREMENTS 7.1 The SUBRECIPIENT shall maintain current documentation that its activities are ESG eligible in accordance with 24 CFR Part 576. 7.2 The SUBRBCIPIENT shall ensure and maintain documentation that conclusively demonstrates that each activity assisted, in whole or in part, with ESG Funds is an activity which provides benefit to low- and moderate -income persons, 7.3 The SUBRECIPIENT shall comply with all applicable provisions of 24 CFR Part 576 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. 7.4 The SUBRECIPIENT shall cooperate with the Department in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the SUBRECIPIENT shall attend meetings of the appropriate committees and citizen participation structures upon the request of the citizen participation officers or the Department. 7.5 SUBRECIPIENT shall, to the greatest extent possible, give low -and -moderate -income residents of the service areas opportunities for training and employment, 7.6 NON-DISCRIMINATION: The SUBRECIPIENT 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 SUBRECIPIENT 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, 7.7 The SUBRECIPIENT shall carry out its Work Program in compliance with all federal laws and regulations, including those described in Sub Part B of the ESG Program regulations (24 CFR 576.21). 7.8 The SUBRECIPIENT 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. 7.9 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S. HUD Form 4010 incorporated herein as part of this Agreement. 7.10 UNIFORM ADMINISTRATIVE REQUIREMENTS. The SUBRECIPIENT 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). 7,11 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the SUBRECIPIENT is or was created by a religious organization, the SUBRECIPIENT agrees that all ESO Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 576.23). In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, as a general rule, ESO 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 576.23), The SUBRECIPIENT shall comply with those requirements and prohibitions when entering into subcontracts. 7.12 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the SUBRECIPIENT must transfer to the CITY any RSG Funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of ESG Funds, 7.13 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) days after the SUBRECIPIENT'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 SUBRECIPIENT 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. 7.14 'The SUBRECIPIENT shall not assume the CITY's environmental responsibilities described at 24 CFR 576.59(e) of the ESG Program regulations nor the CITY's responsibility for initiating the review process under Executive Order 12372. ARTICLE VIII PROGRAM INCOME 8.1 Program income means gross income received by the SUBRECIPIENT which has been directly generated from the use of the ESG Funds. When such income is generated by an activity that is only partially assisted with the ESG Funds, the income shall be prorated to reflect the percentage of ESG Funds used. Program income generated by ESG funded activities shall be used only to undertake those activities specifically approved by the CITY on and for the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when this Agreement expires/terminates or received after such expiration/termination shall be paid to the CITY, as required by 24 CFR 570.503(b)(8) regulations. The SUBRECIPIENT shall submit to the CITY monthly a Program Income Report and a Work Program Status Report, The Program Income Report shall identify ESG activities in which income was derived and how income has been utilized. 8.2 REPAYMENTS. Any interest or other return on the investment of the ESG Funds shall be remitted to the CITY on a monthly basis. Any ESG Funds funded to the SUBRECIPIENT that do not meet the eligibility requirements, as applicable, must be repaid to the CITY. 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 Agreement without penalty to the CITY, In that event, notice of termination of this Agreement shall be in writing to the SUBRECIPIENT, 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 SUBRECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the SUBRECIPIENT that any payment made in accordance with this Agreement to the SUBRECIPIENT shall be made only if the SUBRECIPIENT is not in default under the terms of this Agreement. If the SUBRECIPIENT is in default, the CITY shall not be obligated and shall not pay to the SUBRECIPIENT any sum whatsoever. If the SUBRECIPIENT 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 SUBRECIPIENT, or such more severe enforcement action as the CITY determines 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 ESG Funds awarded to the SUBRECIPIENT. 9.1.4 Withhold farther ESG grants and/or loans for the SUBRECIPIENT, 9.1.5 Take all such other remedies that may be legally available. Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT fails to comply with any term of this Agreement, the SUBRECIPIENT, 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 SUBRECIPIENT's control, acquired or improved in whole or in part with ESG Funds (including ESG Funds provided to the SUBRECIPIENT in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non-ESG 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 SUBRECIPIENT'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 Department in its sole and absolute discretion, and may include; (i) Ineffective or improper use of the ESG Funds by the SUBRECIPIENT; (ii) Failure by the SUBRECIPIENT to comply with any term or provision of this Agreement; (iii) Failure by the SUBRECIPIENT to submit any documents required by this Agreement; or (iv) The SUBRECIPIENT's submittal of incorrect or incomplete documents, 9.2.2 The Department may at any time suspend the SUBRECIPIENT'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 SUBRECIPIENT 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 SUBRECIPIENT. 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 ESG Program, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the SUBRECIPIENT pursuant to this Agreement. 9.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event the Department determines, in its sole and absolute discretion, that the SUB RECIPIENT is not 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 SUBRECIPIENT to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. 9.3.3 Unless the SUBRECIPIENT's breach is waived by the Department in writing, the Department may, by written notice to the SUBRECIPIENT, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement, The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE X MISCELLANEOUS PROVISIONS 10.1 INDEMNIFICATION. The SUBRECIPIENT 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 SUBRECIPIENT's activities related to the Work Program or otherwise under this Agreement, including all acts or omissions to act on the part of the SUBRECIPIENT 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 SUBRECIPIENT under this Agreement shall be delivered to the CITY upon completion of the activities required pursuant to this Agreement and shall become the property of the CITY, without restriction or limitation on their use, if requested by the City, The SUBRECIPIEN,T 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 SUBRECIPIENT pursuant to this Agreement, shall at all times remain the property of the CITY and shall not be used by the SUBRECIPIENT for any other purpose whatsoever without the prior written consent of the CITY. 10A AWARD OF AGREEMENT, The SUBRECIPIENT 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 SUBRECIPIENT 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 SUBRECIPIENT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with ESG Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The SUBRECIPIENT 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 SUBRECIPIENT or its employees must be disclosed in writing to the CITY, I0.7.2 The SUBRECIPIENT 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 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 SUBRECIPIENT shall comply with the standards contained within 24 CFR Part 84 (the revised OMB Circular No. A-110). 10,7.4 I n all other cases, the SUBRECIPIENT shall comply with the standards contained within 24 CFR 576, 10.8 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the SUBRECIPIENT 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 ESG 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 saine 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 2'6 Avenue, 2"d Floor Miami, Florida 33130 SUBRECIPIENT The Sundari Foundation, Inc. 217 N.W. 15 Street Miami, FL 33136 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 SUBRECIPIENT 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. 10.13 SUBRECIPIENT CERTIFICATION. The SUBRECIPIENT 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 SUBRECIPIENT's governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the SUBRECIPIENT to act in connection with this Agreement and to provide such information as may be required. 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. SUBRECIPIENT The Sundari Foundation, Inc. 217 N.W. 15 Street Miami, FL 33136 a Florida not-for-profit corporation ATTEST: By: Corporate Secretary Date Narne: Date Title: ATTEST: Priscilla A. Thompson City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: SEAL CITY OF MIAMI, a municipal Corporation of the State of Florida Date Carlos A. Migoya Date City Manager APPROVED AS TO FORM AND CORRECTNESS: LeeAnn Brehm Date Julie 0. Bru Date Risk Management City Attorney EXIBBIT B — WORK PROGRAM EMERGENCY SHELTER GRANT - OPERATING COST 1. SUBRECIPIENT will recruit program participants that meet the following criteria: a) Must be a resident of the Lotus House located at 217 NW 15�' Street in the City of Miami, Florida 2, SUBRECIPIENT will provide transitional housing and supportive services to at least women. This will be documented by occupancy records and case files, 3. SUBRECIPIENT understands that the grant is for the payment of shelter operational costs, such as rent, maintenance, security, insurance, utilities, and furnishings (management staff costs not to exceed 10 percent of the total grant). 4, SUBRECIPIENT must keep in file proof of the information listed below demonstrating that each program participant is eligible to receive program benefits: a) Proof that the participant is homeless and lives or has lived during the program year at the Lotus House 5. SUBRECIPIENT understands and agrees that it must prepare and submit, on a quarterly basis, the attached Quarterly Report of Accomplishments by the 20"' of the following month. 6. Program will commence on October 1, 2009 and will end on September 30, 2010. Name; Date Executive Director STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 2010 By , Executive Director of Inc., a Florida not-for-profit corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification, Print Notary Public's Name Signature (SEAL) EXHIBIT C COMPENSATION AND BUDGET SUMMARY EMERGENCY SHELTER GRANT ("ESG") — OPERATING COSTS A. The maximum compensation under this Agreement shall be $ B. SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule are attached hereto and made part of this Agreement. C. The CITY will compensate the SUBRECIPIENT on an actual cost reimbursement basis for the operation of the Lotus House. D. Reimbursable expenses are those expenses which have been budgeted, and are reasonable and necessary in the operation of the Lotus House. They may include (but are not limited to) the following; 9 Maintenance • Operations • Rent • Repairs • Security • Fuel • Equipment • Insurance • Utilities • Food • Furnishings • Salaries The SUBRECIPIENT understands that not more than 10 percent of the grant amount may be used for costs of staff (excluding maintenance and security salary costs). E. Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred in a form provided by the Department. Failure to comply with these time frames for requesting reimbursement/payment may result in the rejection of those invoices within the reimbursement package which do not meet these requirements. F. Each written request for .payment shall contain a statement declaring and affirming that services were provided to certified program participants and in accordance with the approved Work Program and Program Budget. All documentation in support of each request shall be subject to review and approval by the CITY at the time the request is made. G. All expenditures must be verified with a copy of the original invoice and a copy of a check or other form of payment which was used to pay that specific invoice. Within 60 days of submitting each reimbursement request, copies of the cancelled checks or other CITY approved documents evidencing the payments by the SUBRECIPIENT, for which reimbursement was requested, shall be submitted. In the event that an invoice is paid by various funding sources, the copy of the invoice must indicate the exact amount (allocation) paid by various finding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line -item budget. H. The SUBRECIPIENT must submit the final request for payment to the CITY within thirty (30) calendar days following the termination date of this Agreement. If the SUBRECIPIENT fails to comply with this requirement, the SUBRECIPIENT shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. I. Any payment due under this Agreement may be wit]-l7eld pending the receipt and approval by the CITY of all reports due from the SUBRECIPIENT as a part of this Agreement and any modifications thereto. J. During the term hereof and for a period of five (5) years following the date of the last payment made hereunder, the CITY shall have the right to review and audit the time records and related records of the SUBRECIPIENT pertaining to any payments by the CITY. Name: Title: Date