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HomeMy WebLinkAboutExhibit 2CITY OF IML,01I, FLORIDA CONB'IUNITY DEVELOPMENT BLOCK GRANT CONBIERCLA-L, FACADE AND CODE COMPLL�TCE PROGRAM 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 ; a Florida not for profit corporation (hereinafter referred to as the "SUBRECIPIENT"). FUNDP G SOURCE AMOUNT: TERM OF THE AGREEMENT: PROJECT N,U'-NIBER: ADDRESS: Community Development Block Grant Funds S Effective date of this Agreement shall be the latter of October 1. 2010 or the date that the Citv Clerk attest the signature of the City Manager through September 30, 2011 with the Citv of Miami retaining the option to extend the tenn hereof for a period not to exceed one (1) year, subject to extension of Prouaim availability and appropriation of grant funds. 1tOW, 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 foi-r=g a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Authorizing Execution of this Agreement. Exhibit B Work Program Exhibit C Compensation and Budget Summary Exhibit D Certification Regarding Lobbying Form �.1 Exhibit E Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form). Exhibit F Crime Entity Affidavit Exhibit G Insurance Requirements 1.2 DEFINED TERMS: As used herein the following terms shall mean: Act: Title I of the Housing and Community Development Act of 1974, as amended. Aareement Records: Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, - whether written, printed, computerized, electronic or electrical, ho-wever 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 in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or suiveys. CDBG Program: Community Development Block Grant Program. CDBG Reciuirements: The requirements contained in 24 CFR Part 570, Rule 9I of the Florida Administrative Code and as established by the City of Miami, Florida. 2 Department: The City of Miami Department of Conirnunity Development. Federal Award: Any federal funds received by the SUBRECIPIENT from any source during the period of time in which the SUBRECIPIENT is performing the obligations set forth in this Agreement. Low- and -Moderate- Income A member of a low- or moderate -income family Person: whose income is within specific income levels set forth by U.S. HUD. U.S. HUD or HUD: The United States Department of Housing and Urban Development, ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Department prior to the CITY's execution of this Agreement: 2.1 The Work Program submitted by the SUBRECIPIE?ITT 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 CDBG Funds. Where appropriate it should list measurable objectives; define the «ho, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be sei-ved. 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 accomplislunent 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 J detail to provide a sound basis for the CITY to effectively monitor performance by the SUBRECIPIENTT under this Agreement. 2.2 The Compensation and Budget Summary attached hereto as Exhibit "C", which shall include completion of the SUBRECIPIENT's Itemized Budget, Cost Allocation and any 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 key staff persons («,ith 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 procedures. 2.8 Job description and resumes for all positions funded in whole or u1 part under this Agreement. 2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Forn 990). 2.10 The following corporate documents: (i) 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 forn 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 -kND 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 by in this Agreement. 3.2 EFFECTIVE DATE AND TERM: Effective Date of this Agreement shall_ be the latter of October 1, 2010 or the date that the City Clerk attests the signature of the City Manager through September 30, 2011, with the City 0 of Miami retaining the option to extend the term hereof for a period not to exceed one (1) year, subject to extension of Program availability and appropriation of grant funds. 3.3 OBLIGATIONS OF SUBRECIPIENT: The SUBRECIPIENT shall carry out the services and activities as prescribed in its 'Work Program, «,hick is attached and incorporated herein and made a part of this Agreement, in a manner that is lav7ful, 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 MANUALS: 3.4.1 POLICIES AND PROCEDURES MANTUAL, The SLBRECIPIENT is aware of and accepts the "Policies and Procedures Manual for Community Development Block Grant Sub -recipients" ("Policies and Procedures Manual") 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 is incorporated herein and made a part of this Agreement. The City of Miami reserves the right to update this Policies and Procedures Manual via Program Directives. These Program Directives and updated versions of this Policies and Procedures Manual shall be incorporated and made a part of this Agreement. 3.4.2 COMMERCIAL FACADE TREATMENT PROGRAM 1vLaNUAL. The SUBRECIPIENT is aware of and accepts the "Commercial Facade Treatment Program Manual" which shall regulate the performance of the activities performed by the SUBRECIPIENT in fulfillment of the 'Work Program. The "Commercial Facade Treatment Program Manual" is incorporated herein and made a part of this Agreement. The City of Miami reserves the right to update this Manual via Program Directives. These Program Directives and updated versions of the "Cornimercial Facade Treatment Program Manual" shall be incorporated and made apart of this Agreement. 3.4.3 COMMERCIAL CODE. CONULIANCE PROGRAM MANUAL. The SUBRECIPIENT is aware of and accepts the "Commercial Code Compliance 5 Program Manual' which shall regulate the performance of the activities performed by the SUBRECIPIENT in fulfillment of the Work Program. The "Commercial Code Compliance Program Manual" is incorporated herein and made apart of this Agreement. The City of Miami.resen�es the right to update this Manual via Program Directives. These Program Directives and updated versions of the "Corm-LLCode Compliance Program Manual'' shall be incorporated 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 thereunder, 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 funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been perfonned in the absence of this Agreement. ARTICLE IV CDBG FUNTDPi TG AND DISBURSEMENT REQUIRKMENTS 4.1 COMPENSATION: The amount of compensation payable 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 RNTSURANCE: At all tunes during the term hereof, the SUBRECIPIENT shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the SUBRECIPIENT shall furbish 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: G 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 (5) years after its expiration/tennination. The SUBRECIPIENTT agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY; on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made 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 CDBG Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in regulations. ARTICLE V AUDIT 5.1 As a necessary part of this Agreement, the SUBRECIPIENT shall adhere to the following audit requirements: 5.1.1 If the SUBRECIIPIENT expends 5500,000 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 -w th Generally Accepted Goventinent Auditing Standards (GAGAS) and OMB Circular A-133. The audit shall detennine 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 7 whether the SUBRECIPIENT has complied with laws, regulations and the provisions of this Agreement. A reporting package shall be submitted within the earlier of thirty (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 coirective action plan. The auditor's report shall include: a) An opinion (or disclaimer of opinion) as to «Thether 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 schedule of findings and questioned cost which shall include the requirements of OMB Circular A-133. 5.1.2 If the SUBRECIPIENT expends less than 5500,000 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 N or disallowed; allo A able costs/cost principles; eligibility; matching, level of effort, earmarking; and, reporting. All reports presented to the CITY shall, where applicable, include sufficient infonnation 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 ALNTD REPOR'T'S 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 CDBG 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 CDBG Funds, including its location (if the activity has a geographical locus), the amount of CDBG Funds budgeted, obligated and expended for the activity, and the specific provision in 24 CFR Subpart C of the CDBG Program regulations under which the activity is eligible. 6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the SUBRECIPIENT may substitute evidence establishing that the person assisted qualified under another prograin having income qualification criteria at least as restrictive as that used in the definitions of "low- and moderate -income person'' and "ImA - and moderate - income household" as set forth in 24 CFR 570.3; or, the SUBRECIPIENT may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CPR 570.3; or. the SUBRECIPIENT may substitute a notice that the assisted person is a referral from any governmental agency that determines persons to be "lmv- and moderate -income persons" based upon HUD's criteria and agrees to maintain documentation supporting those determinations. Such records shall include the following information: (i) For each activity determined to benefit low- and moderate -income persons, the income limits applied and the point in time «when the benefit was determined. (ii) For each activity determined to benefit low- and moderate -income persons based on the area served by the activity, only activities located in census blocks with a percentage of low and moderate income persons in excess of 51 percent will be undertaken by the SUBRECIPIENT and report it to the CITY; (iii) For each activity determined to benefit low- a. -Lid moderate-inconie persons because the activity involves a facility or service designed for use by a limited clientele consisting exclusively or predominantly of low- and moderate -income persons: (a) Documentation establishing that the facility or service is designed for and used by senior citizens, disabled persons, battered spouses, abused children, the homeless, illiterate persons, or migrant faun workers, for which the regulations provide presumptive benefit to low- and moderate -income persons; or (b) Documentation describing how the nature and, if applicable, the location of the facility or service establishes that it is used predominantly by low- and moderate -income persons; or (c) Data showing the size and annual income of the family of each person receiving the benefit. 6. 133 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, narticipated in, or benefited from, any program or activity funded in whole or in part with CDBG Funds. Such information shall be used only as a basis for further investigation relating to compliance with any requirement to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. (ii) Documentation of actions undertaken to rr eet the requirements of 24 CFR 570.607(b) which implements Section 3 of the Housing and Urban 10 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 Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. Records required to be maintained in accordance with other applicable laws and regulations set forth Ln Subpart K of 24 CFR. 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/tennination 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 CFR 570. All records and reports required herein shall be retained and made accessible as provided thereunder. The SUBRECIPIENT further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to tune, pertaining to public records. The SUBRECIPIENT shall ensure that the Agreement Records shall be at all tirnes 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 engaae subcontractors to carry out any eligible substantive project or progranLnatic 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, detemZine when services are eligible substantive project and/or programinatic 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 11 activities pursuant to the project, the activities and/or the Work Program or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is; in the sole and absolute discretion of -the Department fully, completely and finally resolved. 6.2.4 The SUBRECIPIENT shall notify the Department in writing both during the pendency of this Agreement and after its expiration/ternnination as part of the final closeout procedure of the address where all Agreement Records will be retained. 6.2.6 The SUBRECIPIEINTT shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one (1) year after the expiration of the Retention Period. 6.3 PROVISION OF RECORDS: 6.3.1 At any time, upon request by the Department, the 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 perfonnance 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 udder 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 SUBRECIPIEL\TT shall pen -nit the Department and other persons duly authorized by the Department to inspect all Agreeinent 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 intervie7\-v any clients; employees, subcontractors or assignees of the SUBRECIPIENT. Follm ging such inspection or interviews, the Department will deliver to 12 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 transrnit 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 infonnation in connection with any related -party transaction. The tern "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 «=hich 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 CDBG PRGGRA<NT REQUIRENTENTS 7.1 The SUBRECIPIENT shall maintain current documentation that its activities are CDBG eligible in accordance with 24 CFR Part 570.201. 7.2 The SUBRECIPIENT shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity which provides benefit to low and moderate -income persons. 13 7.3 The SUBR.ECIPIENT shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. 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 The SUBRBCIPIENT shall; to the greatest possible, give low -and -moderate -income residents of the service areas opportunities for training and employment. 7.6 The SUBR.ECIPIENT shall use the funds to carry out commercial rehabilitation activities eligible under 24 CFR Part 570.202(a)(3). No other activities will be funded under this Agreement, unless work Program is amended in writing by mutual agreement. 7.7 The SUBRECIPIENT shall carry out its Work Program in compliance with all Federal laws and regulations, described in Subpart K of the CDBG Program regulation (24 CFR 570.600-612), which by this reference, is incorporated into and made a part of this Agreement. 7.8 The SUBRECIPIENT shall not assume the CITY's environmental responsibilities described in 24 CFR 570.604, of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372. 7.9 NON -DIS CRIVINATION: 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 «York Program or its perfonnnance under this Agreement. Furthennore, the SUBRECIPIENT agrees that no othenvise qualif7ed 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 prog-�am or activity receiving federal financial assistance. 7.10 The SUBR.ECIPIENT 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. 7.11 The SUBR.ECIPIENT shall abide by the Federal Labor Standards provisions of U.S. HUD Foram 4010 incorporated herein as part of this Agreement. 14 7.12 UNIFORM ADMINISTRATIVE REQUIREMENTS: The SUBRECIPIENT shall comply with the requirements and standards of 0l\/1B 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). 7.10 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION: If the SUBRECIPIENT is or was created by a religious organization, the SUBRECIPIENT agrees that all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 570.2000). In accordance with the First Amendment of the united States Constitution, particularly regarding the relationship between church and State, as a general rule, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities, as provided in 24 CFR Part 570.2000). The SUBRECIPIENT shall comply «ith those requireinents and prohibitions when entering into subcontracts. 7.14 REVERSION OF ASSETS: Upon expiration /termination of this Agreement, the SUBRECIPIENT must transfer to the CITY any CDBG Funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of CDBG Funds. 7.15 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 materially fails to comply v,ith the terns of this Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this Agreement. ARTICLE VIII PRQGR:kM D CQNIE 8.1 Program income means gross income received by the SUBRECIPIENT 7,,hich has been directly generated from the use of the CDBG Funds. When such income is generated by an activity that is only partially assisted with the CDBG Funds, the income shall be prorated to reflect the percentage of CDBG Funds used. Program income generated by CDBG funded activities shall be used only to undertake those activities specifically approved by the CITY on and for the Woik Program. All provisions of this Agreement shall apply to such activities. Any 15 program income on hand when this Agreement expires/tenninates or received after such expiration/termination shall be paid to the CITY, as required by 24 CFR 570.503(b)(3) of the CDBG Program 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 CDBG activities Ili which income was derived and how income has been utilized. 8.2 REPAYMENTS: Any interest or other return on the investrnent of the CDBG Funds shall be remitted to the CITY on a monthly basis. Any CDBG Funds funded to the SUBRECIPIENT that do not meet the eligibility requirements, as applicable, must be repaid to the CITY. ARTICLE IX REMEDIES, SUSPENSION, TERI UNTATION 9.1 REMEDIES FOR N0',N7COMPLIANCE: The CITY retains the right to tenninate 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 SUBRECIPIENTT, who shall be paid for those services perfonned 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 SUBRECIPIENTT 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 suin -whatsoever. If the SUBRECIPIENT materially fails to comply with any teen of this Agreement, the CITY may take one or more of the follo-wing courses of action: 9.1.1 Teirporarily withhold cash payments pending correction of the deficiency by the SUBRECIPIENT, or such more severe enforceme_7t action as the CITY detennines is necessary or appropriate. 9.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity or action not in compliance. 9.1.3 Wholly or partly suspend or tenninate the current CDBG Funds awarded to the SUBRECIPIENT. 16 9.1.4 Withhold further CDBG 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 materially 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 -A"hole or in part with CDBG Funds (including CDBG 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-CDBG funds for the acquisition of. or improvement to, the property. The payment is pro9rain 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 SUBRECIPIENTT 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 CDBG Funds by the SUBRECIPIENT; (ii) Failure by the SUBRECIPIENT to materially comply with any tenn 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 SUBRECIPIENTT'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 reasons) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 17 9.3 TERMINTATIONT: M.1 Teamination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its fundiang source; or in the event that the CITY's funding source de -obligates the rands allocated to fund this Agreement, the Depart?nent 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 CDBG 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 Tennnination 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 SUBRECIPIENT is not materially complying with any tern 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 ex,ists an event of default under and pursuant to the terns 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 SUBRECIPIENITT's breach is waived by the Department in writing, the Department may, by , ritten notice to the SUBRECIPIENT, terminate this Agreement upon not less than t«7enty-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 IhTDEMINTIFICATION: 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 Ivriting and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 10.5 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 SUBRECIPIENT 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 bet- een the parties that any document which is given by the CITY to the SUBRECiPIENTT 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. 10.4 A"\VA_RD 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 A areement. 19 10.5 NTONT-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 SUBRECIPIEhTT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with CDBG Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The 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 SUBRECIPIENTT or its employees must be disclosed in -writing to the CITY. 10.7.2 The SUBRECIPIENT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Miami 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 SUBRECIPIEI\TT shall comply with the standards contained within 24 CFR Part 84 (the _revised OMB Circular No. A-110). 10.7.4 In all other cases, the SUBRECIPIENTT shall comply with the standards contained within 24 CFR 570.611 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 instrm-nent and its attachments constitute the only Agreement of the parties hereto relatingto the CDBG Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements,. promises, negotiations; or representations not expressly set forth in this Agreement are of no force or effect. 10.10 GENERAL CONDITIONS: 20 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 maybe changed from -time to time, upon notice in writing. Such 21 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 2nd Avenue, 2nd Floor INZiami, Florida 33 13 0 SUBRECIPIENT 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 terns 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.E 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 othenvise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deeined 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 IN, CONTRACTOR: THE SUBRECIPIENT and its employees and agents shall be deemed to be independent contractors and not agents or 22 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. 10.12SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 10.13SUBRECIPIENT 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 the 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. SUBRECIPIENT Miami, FL Zjp a State of Florida not-for-profit corporation ATTEST: By: By: Name: Date Name: Date Title Title: CORPORATE SEAL 23 CITY OF MLA—MI, a municipal Corporation of the State of Florida ATTEST: By: By: Priscilla A. Thompson Date City Clerk APPROVED AS TO IN REQUIREMENTS: By: LeeAnn Brelur Date Risk Management 24 Carlos Migoya Date City Manager APPROVED AS TO FORM AND CORRECTNESS: Julie 0. Bru City Attorney Date EXHIBIT B — WORK PROGRAIN'I COIL IERCIAL FA(�AUE kNTD COBE COMPLLANCE PROGR-kM 1. The SUBRECIPIENT understands that benefiting low to moderate income persons is the National Objective as an Area Benefit activity as stipulated at 24 CFR 570.208(a)(1)(i). 2. The SUBRECIPIENT will provide assistance to eligible for-profit businesses located in the district from which the SUBRECIPIENT was funded. 3. The SUBRECIPIENT understands that eligible facade improvements include signs, shutters, windows, doors, awnings, pressure cleaning and painting. 4. The SUBRECIPIENT understands eligible corrections of a code violation ("Code Violation Project",) must include rehabilitation to the building structure as stated on the notice of code violation issued by the CITY and specified in the City of Miami Commercial Facade Treatment and Code Compliance Program Policies and Procedures Manual (the " Manual") . 5. SUBRECIPIENT understands that project work cannot begin until the HUD environmental process is completed and the agency receives written authorization from the City to proceed in the form of the environmental clearance letter (Approval for Project Commencement form). 6, SUBRECIPIENT not submit an activity for approval whose Letter of Interest is incomplete or dated more than six (6) months prior to the date of submission for the approval of the City of Miami. 7. The SUBRECIPIENT should complete 4 A minimum of facade projects ® A minimum of code correction projects 8. The SU-BRECIPIENTT understands that facade and code compliance projects must be completed by September 30, 2011. Any treatment/project completed by September 30, 2011 will count towards the 36th Program Year accomplishments. SUBRECIPIENT understands that a project/treatment is considered completed the date the property owner signs the Final Payment Release Authorization form. 9. SUBRECIPIENT understands and agrees that the following report must be submitted to comply with the program requirements: v i. SUBRECIPIENT must submit a monthly report, which is due no later than the 10th of the following month. The monthly report is to be submitted using Form F102. 1 10. The work performed under this Work Program shall be subject to inspection and approval by the CITY. 11. The SUBRECIPIEN'T agrees with and understands that assistance shall be provided as per the program requirements and guidelines set forth in the Manual, incorporated by reference; which may be amended from time to time by the CITY. 12. By signing below, the SUBRECIPIENTT hereby acknowledges receipt of the Manual. Narne: Agency: 2 Date EXHIBIT C - COMPENSATION AND BUDGET SUIMA-1ARY COYDERCIAL FACADE A -ND CODE COMPLIANCE PROGRAIRZ A. The CITY will compensate the SUBRECIPIENT on a performance basis as follows: a. For each facade project, the CITY will compensate the SUBRECIPIENT at a rate of 20% of the actual project cost up to a maximum of 510,000.00 project cost per business, or a maximum of $2,000 in compensation per business location. b. For each code compliance project. the CITY will compensate the SUBRECIPIENTT at a rate of 20% of the actual project cost up to a maximum of SI5,000.00 project cost per business, or a maximum of 53;000 in compensation per business location. B. The CITY will compensate the SUBRECIPIE TT for their implementation of a project after the facade treatment and/or code compliance project is completed. C. The maximum total compensation for this Agreement shall be SUBRECIPIENT understands that: a. Facade Projects: The SUBRECIPIENT's maximum compensation for facade projects is $ and the CITY will reimburse up to S for the facade projects hard costs. The CITY will not reimburse the SUBRECIPIENTT and/or contractors for project costs exceeding these amounts. b. Code Compliance Projects: The SUBRECIPIENT's maximum compensation for code compliance projects is $ and the CITY will reimburse up to $ for the code compliance projects hard costs. The CITY will not reimburse the SUBRECIPIENT and/or contractors for project costs exceeding these amounts. D. SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative, and Staff Salaries Schedule are attached hereto and made part of this contract. E. During the term hereof and for a period of five (5) years following the date of the payment made hereunder, the CITY shall have the right to review and audit the related records of the SUBRECIPIENT pertaining to any payments by the CITY. F. Reimbursement requests should be submitted to the CITY xxithin fifteen days after the project is completed. Cr. The SUBRECIPIENT must submit the request for final payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement in a form to be provided by the Department. If the SUBRECIPIENT fails to comply with this requirement, the SUBRECIPIENT may forfeit all rights to parnent and the CITY may not honor any request submitted thereafter. The final reimbursement request might not be processed if the close out package has been properly completed and submitted to the Department of Community Development by the due date. H. Any payment due under this Agreement may be withheld 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. Name: Agency: 4 Date EXHIBIT C COMPENSATION AND BUDGET SUNLVARY TECHNTTCAL ASSISTANCE TO FOR-PROFIT BUSINESSES JOB CREATION A. The CITY will compensate the Agency on a performance basis for the Technical Assistance Program. A job is considered created when it is fully documented as provided for under the regulations. For a Technical Assistance Project, payments will be made at the rate of $75.00 -per verifiable hour. Verifiable hours of service related to technical assistance are those hours of service provided by the SUBRECIPIENT that can be substantiated by the payroll and other pertinent records and which are reasonable, necessary and directly allocable to the business receiving the technical assistance from the agency. Hours of service must be reported in the monthly perforinance report and must be fully documented by the agency (using form F-102). The accomplishment of one National Objective (one FTE job created for a low and moderate income person) will provide the agency with a maximum of $15,000.00 of justifiable reimbursement based on the verifiable hours of service related to technical assistance and documentation that a national objective has been attained. B. The maximum total compensation for this Agreement shall be S C. SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative, and Staff Salaries Schedule are attached hereto and made part of this contract. D. Requests for payment should be made at least on a monthly basis in a form to be provided by the Department. 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. E. 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. F. 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 funding sources equaling the total of the invoice. NTo miscellaneous categories shall be accepted as a line -item budget. G. The payments to the agency absent the creation of at least one half of the required jobs will be capped to one half the amount of the grant. Once the agency documents the creation of at least one half of the required jobs, payments at the rate of $75.00 per verifiable hour can resume. H. During the term hereof and for a period of five (5) years following the date of submission of the City of Miami's CAPER in which the specific activity is reported for the last time (unless there is litigation, claims, audit, negotiation, or other actions involving the records which has started before the expiration of the 5 -year period; in such cases, the records must be retained until the completion of the action and resolution of all issues which arise from it or the end of the regular 5 -year period whichever is longer), the CITY shall have the right to review and audit the related records of the SUBRECIPIENT pertaining to any payments by the CITY. I. The SUBRECIPIENT must submit the request for final payment to the CITY within thirty (30) calendar days following the expiration date or termination date of this Agreement in a form to be provided by the Department. If the SUBR.ECIPIENT fails to comply with this requirement, the SUBRECIPIENT shall forfeit all rights to payment and the CITY may not honor any request submitted thereafter. J. Any payment due under this Agreement may be withheld 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. Name: Title: Date EXHIBIT B — WORK PROGRAM TECHNICAL ASSISTANCE TO FOR-PROFIT BUSINESS FOR JOB CREATION 1. The SUBRECIPIENT understands that creation of jobs that will be filled by low to moderate income people is the activity that has been identified as a priority by the CITY for this Grant to meet the National Objective of benefiting low to moderate income persons. 2. The SUBRECIPIENT will provide Technical Assistance to eligible businesses a. Located in the City and/or in the district from which the SU-BRECIPIENT was funded; or b. Creating jobs in the City and/or in the district from which the SUBRECIPIENT was funded. 3. To be eligible, the entity receiving technical assistance must be an operating for profit business, either having both a business tax receipt (occupational license) and a certificate of use; or must be in the process of starting a business in the City and preferably in the district from which the SUBRECIPIENT was funded. 4. SUBRECIPIENT will perform complete intake of for-profit business requesting technical assistance. 5. SUBRECIPIENT will Complete "Evaluation and Selection of Economic Development Projects' which includes Appropriateness Determination. 6.. SUBRECIPIENT will submit Complete Documentation of Technical Assistance Project to City of Miami for Approval. Documentation must identify expected number of jobs to be created in the City and/or for City residents as result of Technical Assistance to be provided. 7. If City of Miami approves the project, SUBRECIPIENT will initiate the assistance to the business and will document the assistance provided through the use of the Cost Allocation Code Chart. 8. _When the Technical Assistance Project is completed or jobs are created as the project progresses, the SUBRECIPIENT will provide documentation of results via the submission of "Job Creation Certification" Form and/or "Project Completion Certification" Form. 9. SUBRECIPIENT will track payments from the City and maintain a precise record of expenditures associated with each Technical Assistance Project. 10. The SUBRECIPIENT agrees to comply with the City of Miami Economic Development Activities Technical Assistance Program Policies and Procedures Manual, which is a part of this contract, as the same may be amended by the City in its sole discretion from time to time, by Program Directives. 11. By signing below, the SUBRECIPIENT hereby acknowledges receipt of the City of Miami Economic Development Activities Technical Assistance Program Policies and Procedures Manual SUBRECIPIENT: Name: By: Name: Title STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this by , Executive Director of a Florida not-for-profit corporation, on behalf of the corporation. He is personally known to me or has produced as identification. Print Notary Public's Name Signature (SEAL)