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HomeMy WebLinkAboutExhibit 2CITY OF INILUXII, FLORIDA HOUSING OPPORTL,NITIES FOR PERSONS WITH AIDS GRANT (HOPWA) AGREEMENT HOUSr,IG SPECIALIST AIM) L TSPECTION SERVICES FOR THE LONG TERM TENAINT BASED REl\�4L ASSISTANCE PROGRAM This Agreement (hereinafter the "Agreement") is entered into this day of 2010 bet veen 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 "PROJECT SPONSOR") FUNDING SOURCE: HOUSING OPPORTLNITIES FOR PERSONS WITH AIDS CONTRACT AMOUNT: S .00 TERM OF THE AGREEMENT: Effective date of this Agreement shall be the latter of October 1. 2010 or the date that the City Clerk attest the signature of the City Manager throu& Set)teinber 30. 2011, ��Tith the City 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 apUropriation of grant funds. ADDRESS: ICS # j D,l�i1'� WITNESSETH \VHEREAS, the Housing Opportunities for Persons With AIDS (HOPWA) Program was created under the AIDS Housing Opportunity Act, and revised under the Housing and Community Development Act of 1992; and )V-HEREAS, 24 CFR 574, Subpart B; stipulates that the most populous unit of general local government in an Eligible Metropolitan Statistical Area (ENISA) be the applicant for the HOPWA Program funds allocation for the EMSA; and WHEREAS, in Miami -Dade County, the City of Miaini is the most populous City, and thereby, the desigzlated applicant for HOPWA Program funds for this EMSA; and WHEREAS, the City Commission of the City of Miami authorized the City Manager to execute the necessary agreements with Coim-nunity Health of South Dade, Inc. for the provision of HOPWA assistance to very low-income persons living with HIV/AIDS; and '\VHEREAS, the parties hereto have agreed to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations herein contained, and subject to the teens and conditions hereinafter stated, the City and the PROJECT SPONSOR agree as follows: ARTICLE I EXHIBITS A, D DEFfNITIONS 1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Exhibit B Work Pro arain 0 Exhibit C Compensation and Budget Summary Exhibit D Certification Regarding Lobbying Foran Exhibit E Certification Regarding Debarment. Suspension and other Responsibility Matters (Primary Covered Transactions Foran) Exhibit F Crime Entity Affidavit Exhibit G Insurance Requirements 1.2 DEFINED TERMS. As used herein the following terms shall mean: Aa eennent Records Any and all books, records, documents, information, data; papers, letters, materials, and computerized or electronic storage data and media, whether ivritten, printed, computerized, electronic or electrical, ho«ever collected or preserved which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the PROJECT SPONTSOR or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. CFR Code of Federal Regulations. Deoartment The City of Miami Department of Community Development. Federal Award Any federal funds received by the PROJECT SPONSOR from any source during the period of time in which the PROJECT SPONSOR is performing the obligations set forth in this Agreement. HOPNVA The Housing Opportunities for Persons With AIDS Program. HOPWA Re--ulations Regulations promulgated by HUD for the HOP'WA Program, 24 CFR Part 574, Final Rule; and any changes thereto. v Low Income Households whose gross income do not exceed 80% of the area median income for the PMSA, as determined by FiI JD, as of a specific effective date. PM -SA Primary- Metropolitan Statistical Area (all of Miami -Dade County). U.S. HUD or HUD The United States Department of Housing and Urban Development, Work Program The services being contracted for under this Agreement. ARTICLE II BASIC REQUIREMENTS The follo« ing documents must be approved by the City and must be on fele with the Department prior to the City's execution of this Agreement: 2.1 The Work Program submitted by the PROJECT SPONSOR to the City which shall become attached hereto as Exhibit "B" to this Agreement and shall include the following: 2.1. l The description section shall detail the activities to be carried out by the PROJECT SPONSOR. It should specifically describe the activities to be carried out as a result of the expenditure of HOP'WA funds. Where appropriate it should list measurable objectives; define the who, what, where and v, -hen 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 mneasuiinG actual �r progress during the term of this Agreement. These iterns shall be in sufficient detail to provide a sound basis for the City to effectively monitor performance by the PROJECT SPONSOR under this Agreement. 2.2 The Compensation and Budget Sununary attached hereto as Exhibit "C", which shall include: completion of the PROJECT SPONSOR's Itemized Budaet, Cost Allocation, and copies of all subcontracts and,/or management services agreements funded in Nv ole or in part under this Agreement. 2.3 A list of the PROJECT SPONSOR's present officers and members of the Board (names; addresses and telephone numbers). 2.4 A list of key staff persons (With their titles) who «ill carry out the V\7ork Program. 2.5 Completion of an Authorized Representative Statement. 2.6 Completion of a Statement of Accounting System. 2.7 A copy of an engagement letter from an independent certified public accountant «Thich includes a fiscal review and expresses an opinion of the PROJECT SPONSOR's internal controls and compliance with laws, regulations and all requirements of OMB Circular No. A-133 (Revised June 24, 1997 or other most current Revision). 2.8 A copy of the PROJECT SPONSOR's last audit report as performed by an independent Certified Public Accountant in accordance with 0MB Circular No. A-133 (Revised June 24, 1997 or other most current Revision). 2.9 A copy of the PROJECT SPONSOR's corporate personnel policies and procedures. 2.10 Job description and resumes for all positions funded in whole or in part under this Agreement. 2.11 Acceptance of: 1) Office of 1vlanagement and Budget ("OMB") Circular No. A-110; Attachments "A" (Cash Depositories); `B" (Bonding and Insurance), "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance); "N" (Property Management Standards), and "0" (Procurement Standards); 2) OM -B Circular Nos. A-122 and A-21: "Cost Principles for Non -Profit Oraan-izations and Cost Principles for Educational Institutions," Policies and Procedures Manual for Community Based PROJECT SPONSORs, 24 CFR Part 574, Housing Opportunities for Persons With AIDS; 3) Final Rule and Lead Based Paint Regulations 24 CFR Part 35. 2.12 Copy of the PROJECT SPONSOR'S last federal income tax return (IRS Fonn 990). 2.13 The following corporate documents: (i) The certificate of incorporation and a good standing certificate for the PROJECT SPONSOR, certified by the appropriate governmental authority. (ii) Bylaws, resolutions; and incumbency certificates for the PROJECT SPONSOR, certified by the PROJECT SPONSOR's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the City. 2.14 ADA Certification. 2.15 Drug Free Certification. 2.16 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 «Till act on behalf of the City in the I scal 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 the latter of October 1, 2010 or the date that the City Clerk attest the signature of the City Manager through September 30, 2011, with the City of Miami retaining the option to extend the tern 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 PROJECT SPONSOR. The PROJECT SPONSOR shall carry out the services and activities as prescribed in its Work Prod am, which is attached and incorporated herein and made a part of this Agreement; in a manner that is lawful, and satisfactory to the City, and in accordance v ith the written policies, procedures, and requirements as prescribed in this Agreement; and as set forth by HUD and the City. 3.? 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 PROJECT SPONSOR shall ±iinediately 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 PROJECT SPONSOR shall maintain 7 the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 3.5 PRIOR APPROVAL. The PROJECT SPONSOR shall obtain the prior written approval of the City prior to undertaking any of the following with respect to the project and/or the'Work Program: (a) The addition of any positions not specifically listed in the approved Itemized Budget. (b) The modification or addition of any job descriptions. (c) Tlie purchase of any non -expendable personal property. (d) The disposition of any real property, expendable personal property or any non -expendable personal property. (e) Any out-of-town travel not specifically listed in the Itemized Budget. (f) The use of program income in any manner not specifically listed in the Itemized Budget. (a) Any proposed Solicitation Notice, Invitation for Bids; and Request for Pr000sals. (h) The disposal of any Agreement Records. 3.6 MANUALS. The PROJECT SPONSOR is aware of and accepts the City of Miami HOPWA Policies and Procedures Manual as the official document which outlines the fiscal, administrative and I federal guidelines which shall regulate the day-to-day operations of the PROJECT SPONSOR. The HOPWA 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. ARTICLE IV FUNDENG AND DISBURSE-INIENT REQUIREINTENTS 4.1 COMPENSATION. The amount of compensation payable by the City to the PROJECT SPONSOR 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 PROJECT SPONSOR shall maintain insurance acceptable to the City. Prior to commencing any activity under this Agreement, the PROJECT SPONSOR shall furnish to the City original certificates of insurance indicating that the PROJECT SPONSOR is in compliance with the provisions described in Exhibit "G" attached hereto, «which by this reference is incorporated into this Agreement. 4.3 FINANCIAL ACCOUNT TAB ILITY. The City reseii7es the right to audit the records of the PROJECT SPONSOR at any time during the performance of this Agreement and for a period of five years after its expiration/terrnination. The PROJECT SPONSOR 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 0 the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the PROJECT SPONSOR 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 PROJECT SPONSOR 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 HOPWA Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of fiends, and/or changes in regulations or local HUD interpretations of regulations and directives. ARTICLE V "AUDIT 5.1 As a necessary part of this Agreement, the PROJECT SPONSOR shall adhere to the following audit requirements: 5.1.1 If the PROJECT SPONSOR expends 5500,000.00 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 Generally Accepted Governnent Auditing Standards (GAGAS) and OMB Circular A-133. The audit shall determine whether the financial statements are presented fairly in all material 1A respects in conformity with generally accepted accounting principles. In addition to the above requirements, the auditor shall perforin 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 PROJECT SPONSOR has complied with laws, regulations and the provisions of tlus 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 surnmaiy 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 «lith generally accepted principles and an opinion (or disclaimer of opinion) as to x-hether the schedule of expenditures of Federal Av,;ards is presented fairly in all material respects in relation to the financial statements taken as a j' -hole. (b) a report on internal controls related to the financial statements and major prograins. This report shall describe the scope of testmi cr of intenzal controls and the results cf the test, and, where applicable; refer to the separate schedule of findings and questioned costs. (c) a report on compliance with la -,,,,s, 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 PROJECT SPONSOR complied with the laws, regulations, and the provisions of contracts and this Ageement which could have a direct and material effect on the pro�zam 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 PROJECT SPONSOR 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 PROJECT SPONSOR 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 unallowed; 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. VVI- ere appropriate, instances identified shall be _related to the unsverse and the number of cases exa-pined and quantified in tenns of dollar value. 12 ARTICLE '%/-I RECORDS AND REPORTS 6.1 The PROJECT SPONSOR shall establish and maintain sufficient records to enable the City to determine whether the PROJECT SPONSOR has met the requirements of the HOPWA Program. At a minimum, the following records shall be maintained by the PROJECT SPONSOR: 6.1.1 Records providing a full description of each activity assisted (or being assisted) with HOPWA funds, including its location (if the activity has a geographical locus), the amount of HOPWA funds budgeted, obligated and expended for the activity, and the specific provision in the HOP«jA Program regulations under which the activity is eligible. 6.1.2 Records demonstrating that client meet eligibility criteria set forth in the HOPWA Policies and Procedures Manuals and that such information is provided in the form- required in such Manual. 6. 1.3 Equal Opportunity Records containing: (a) Data on the extent to which each racial and ethnic group and single - headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with HOPWA f nds. Such information shall be used on1_y 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 progams. (b) Documentation of actions undertaken to meet the requirements of 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. 6.14 Financial records; in accordance «Ndth the applicable requirements of 24 CFR 574. 6.1.5 Records required to be maintained in accordance with other applicable laws and regulations set forth in 24 CFR 574 6.2 RETENTION AND ACCESSIBILITY OF RECORDS. 6.2.1 The Department shall have the authority to review the PROJECT SPONSOR's records, including project and programmatic records and books of account; for a period of five (5) years from the expiration/termination of this Ageement (the "Retention Period"). All books of account and supporting documentation shall be kept by the PROJECT SPONSOR at least until the expiration of the Retention Period, The PROJECT SPONSOR shall maintain records sufficient to meet the requirements of 24 CFR 574. All records and reports required herein shall be retained and irade accessible as provided thereunder. The PROJECT SPONSOR further agrees to abide by Chapter 119; Florida Statutes; as the same may be amended from time to time; pertaining to public records, as may be limited by 24 CFR 574.440 pertaining to the confidentiality of program participants. The PROJECT SPON?SOR shall ensure that the Agreement Records shall be at all tunes subject to and available for full access and revie-��T, inspection and audit by the City, federal personriel and any other personnel duly authorized by the City. 14 6.2.2 The PROJECT SPONSOR 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 PROJECT SPONSOR has received or given notice of any kind- indicating ind indicating any threatened or pending litigation, claim or audit arising out of the activities pursuant to the project, the activities and/or the Work Program or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Department fully, completely and finally resolved. 6.2.4 The PROJECT SPONSOR 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 ill be retained. 6.2.5 The PROJECT SPONSOR shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one year after the exUiration of the Retention Period. 6.3 PROVISION OF RECORDS. 6.3.1 At any time upon request by the Department, the PROJECT SPONSOR shall provide all Agreement Records to the Department. The requested Agreement 15 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 rn 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 Pro grain for public purposes. 6.3.2 If the PROJECT SPONSOR receives funds ftom, or is under regulatory control of, other governmental agencies, and those agencies issue monitoring reports, regulatory exanunations, or other similar reports, the PROJECT SPONSOR 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 PROJECT SPONSOR shall pen -nit the Department and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods; and activities of the PROJECT SPONSOR which are in any way connected to the activities undertaken pursuant to the tenns of thiis Agreement, and/or intendew any clients, employees, subcontractors or assignees of the PROJECT SPONSOR. Following such inspection or interviews. the Department will deliver to the PROJECT SPONSOR a report of its findings. The PROJECT SPONSOR will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Department N7,-ith a reasonable justification for not correcting the same. The Department will detennine in its sole and absolute discretion whether or not the PROJECT SPONSOR's justification is acceptable. 16 At the request of the City, the PROJECT SPONSOR shall transmit to the City written statements of the PROJECT SPONSOR's official policies on specified issues relating to the PROJECT SPONSOR's activities. The City will carry out monitoring and evaluation activities, including visits and obsen-ations by City staff; the PROJECT SPONSOR 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 PROJECT SPONSOR shall report to the Department the name, purpose for and any and all other relevant information in connection with any related -party transaction. The tenn "related -party transaction" includes, but is not limited to, a for-profit or nonprofit subsidiary or affiliate organzation, an organization with an overlapping Board of Directors and an organization for which the PROJECT SPONSOR is responsible for appointing memberships. The PROJECT SPONSOR shall report this infonr_ation to the Department upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously «=ith the execution of this Agreement Any supplemental infonnation shall be promptly reported to the Departrnent. ARTICLE VII OTHER PROGRAM REQUIREMENTS 7.1 The PROJECT SPONSOR shall maintain current documentation that its activities are HOPVdA eligible in accordance with 24 CFR Part 574. 17 7.2 The PROJECT SPONSOR shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part. with HOP'WA funds is an activity which prm ides benefit to low income persons living «lith HIST/AIDS. 7.3 The PROJECT SPONSOR shall comply with all applicable pro-vdsions of 24 CFR Part 574 and shall carr; out each activity in compliance with all applicable federal laws and regulations described therein. 7.4 The PROJECT SPONSOR shall cooperate with the Department in attending meetings at the request of the Department of Community Development and to provide information as requested or required to the Department. 7.5 The PROJECT SPONSOR shall, to the greatest possible, give low -and -moderate -income residents of the service areas opportunities for training and employment. 7.6 NON -D ISCRIMINTATION. The PROJECT SPONSOR shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status or handicap in connection z�jitlh the activities and/or the 'Work Program or its performance under this Agreement. Furthermore, the PROJECT SPONSOR agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status, sexual orientation 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 PROJECT SPONSOR shall carry out its Work Progr-ain in compliance with all federal laws and regulations. 7.8 The PROJECT SPONSOR shall abide by the Federal Labor Standards provisions of HUD Form 4010 incorporated herein as part of this Agreement. 7.9 UNIFORM ADMINISTRATIVE REQUIREMENTS. The PROJECT SPONSOR 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). 7.10 RELIGIOUS ORG_gNIZATIONS/CONSTITUTIONAL PROHIBITION. If the PROJECT SPONSOR is or was created by a religious organization, the PROJECT SPONSOR agrees that all HOP«%A funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 574 In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, as a general rule, HOP'WA assistance may not be used for religious activities or provided to prunarily religious entities for any activities, including secular activities. The PROJECT SPONSOR shall comply witli those requirements and prohibitions when entering into subcontracts. 7.11 REVERSION OF ASSETS. Upon expiration/ternination of this Agreement, the PROJECT SPONSOR must transfer to the City any HOP«7A funds on hand at the time of expiration/tennination and any accounts receivable attributable to the use of HOPWA funds. Not withstanding any other provision of this Agreement, if the PROJECT SPONSOR materially fails to comply with any term of this Agreement, the PROJECT SPONSOR, 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 PROJECT SPONSOR's control; acquired or improved in whole or in part with HOPV,\%A Funds (including HOPWA Funds provided to the PROJECT SPONSOR in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non - 19 HOPWA funds for the acquisition of., or improvement to, the property. The payment is program income to the City. 7.12 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) days after the PROJECT SPONSOR'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 PROJECT SPONSOR materially fails to comply with the teens 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 X of this Agreement. 7.13 SU3CONTRACTS AND ASSIGNMENTS. 7.13.1 The PROJECT SPONSOR shall ensure that all subcontracts and assignments: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed: (c) Present a complete and accurate breakdo«-n of its price components; (d) Incorporate a provision requiring compliance \with all applicable regulatory and other requirements of this Agreement, including, but not limited to, the Citv's 1\1inority Procurement Ordinance, and «-ith any conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply only to subcontracts and assignments in which parties are engaged to carry out any eligible substantive progranunatic service, as may be defined by the City, set forth in this Aareernent. The Citv shall in its sole discretion determine when services 20 are eligible substantive programmatic services and subject to the audit and record-keeping requirements described in this Agreement; and; (e) Incorporate the language of Section 7.15 hereof. 7.13.2 The PROJECT SPONSOR shall incorporate in all consultant subcontracts the follo«,ing provision: "The PROJECT SPONSOR is not responsible for any insurance or other fringe benefits for the Consultant or employees of the Consultant, e.g., social security, income tax '��7ithholding, retirement or leave benefits nonnally available to direct employees of the PROJECT SPONSOR. The Consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself or herself and employees retained by the Consultant in carrying out the scope of services provided in this subcontract." 7.13.3 The PROJECT SPONSOR shall be responsible for monitoring the contractual performance of all subcontracts. 7.13.4 The PROJECT SPONSOR shall submit to the City for its review and confinnation any subcontract engaging any party to carry out any substantive prograirnnatic activities, to ensure its compliance with the requirements of this Agreezment. The City's review and confinnation shall be obtained prior to the release of any funds for the PROJECT SPONS=s Subcontractor(s). 7.13.5 The PROJECT SPONSOR shall receive «mitten approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement or the right to receive benefits or pa«vents resulting fiom this Agreement. 21 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to require for the City to incur any obligation in excess of the total dollar amount agreed upon in this Agreement. 7.13.6 The PROJECT SPONSOR and its Subcontractors shall comply (when applicable) «-ith the Copeland Kick Back Act, Contract N�7ork Hours and Safety -Standards Act, and Lead -Based Paint Poisoning Prevention Act and all other related acts, as applicable. 7.14 USE OF FUNDS FOR LOBBYING PROHIBITED. The expenditure of Agreement funds for the purpose of lobb5ring the Legislature, judicial branch, or a state agency are expressly prohibited. ARTICLE N711I 8.1 PROJECT SPONSOR CERTIFICATIONS. ASSURANCES. AND REGULATIONS. The PROJECT SPONSOR certifies that: (a) The PROJECT SPONSOR 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 PROJECT SPONSOR's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained hereili, and directing and authorizing the person identified as the official representative of the PROJECT SPONSOR to act in cormection with this Agreement and to provide such mfon-nation as may be required. (b) The PROJECT SPONSOR shall comply «-ith the Hatch Act,-wi-lich limits the political activity of employees. 22 (c) The PROJECT SPONSOR shall establish safeguards to prohibit its employees from using their positions for a purpose that is or gives the appearance of being motivated by desire for private gain for thermselves or others,particularl- those «xith whom they have family; business, or other ties. (d) To the best of its lino«ledge and belief, the PROJECT SPONSOR and its principals: (i) are not presently debarred; suspended, proposed for debarment; declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (ii) have not, within a three-year period preceding the date of this Agreement, been convicted of or had a civil judgment rendered against any of them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State; or local) transaction or a contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction or records, making false statements,. or receiving stolen property, (iii) are not presently indicted for or other-vvise criminally or civilly charged by a goverrrnent entity (Federal; State; or local) with the cornrnission of any of the offenses enumerated in this Article VIII; and (iv) have not, v,7ithin a three-year period preceding the date if this Agreement, had one or more public transactions (Federal, State, or local) terminated for cause or default. ARTICLE LX PROGRAM IllCONIE AND REPAYME'N'TS 9.1 PROGRAM INCON/ E. Program income means gross income received by the PROJECT SPONSOR which has been directly generated from the use of the HOPWA funds. When such income is generated by an activity that is only partially assisted with the HOPWA funds, the income shall be prorated to rerlect the percentage of HOPWA folds used. Program income generated by HOP'\�jA 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/tenminates or received after such expiration./termination shall be paid to the City. The PROJECT SPONSOR shall submit to the City monthly a Program Income Report and a Work Program Status Report. The Program Income Report shall identify HOPWA activities in which income was derived and how income has been utilized. 9.2 REPAYMENTS. Any interest or other return on the investment of the HOP SVA funds shall be remitted to the City on a monthly basis. Any HOPWA funds 5ainded to the PROJECT SPONSOR that do not meet the eligibility requirements, as applicable, must be repaid to the City. 24 ARTICLE X REMEDIES. SUSPENSION, TERMINATION 10.1 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 Agreeine-nt without penalty to the City. In that event, notice of termination of this Agreement shall be in «-riting to the PROJECT SPONSOR by certified mail, return receipt requested or by in person delivery with proof of delivery. PROJECT SPON SOR shall be paid for those services performed prior to the date of its receipt to the notice of tennination. In no case, however, shall the City pay the PROJECT SPONSOR an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the City and the PROJECT SPONSOR that any payment made in accordance with this Agreement to the PROJECT SPONSOR shall be made only if the PROJECT SPONSOR is not in default under the terms of this Agreement. If the PROJECT SPONTSOR is in default, the City shall not be obligated and shall not pay to the PROJECT SPONSOR any sum whatsoever. If the PROJECT SPONSOR materially fails to comply with any tern of this Agreement, the City may take one or more of the follm; ,'ing courses of action: 10.1.1 Temporarily withhold cash pa3anents pending correction of the deficiency by the PROJECT SPONSOR, or such more severe enforcement action as the City determines is necessary or appropriate. 10.1.2 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. 10. 13 Wholly or partly suspend or terminate the current HOPWA funds awarded to the PROJECT SPONSOR. 10.1.4 'Withhold further rants and/or loans for the PROJECT SPONSOR. 10.1.E Take all such other remedies that may be legally available. 10.2 SUSPENSION. 10.2.1 The Department may, for reasonable cause temporarily suspend the PROJECT SPONSOR's operations and authority to obligate funds under this Agreement or withhold pa3,-ments to the PROJECT SPONSOR pending necessary corrective action by the PROJECT SPONSOR. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include but are not limited to: (a) Ineffective or improper use of the HOPWA funds by the PROJECT SPONSOR; (b) Failure by the PROJECT SPONSOR to materially comply with any term or provision of this Agreement; (c) Failure by the PROJECT SPONSOR to submit any documents required by this Aa etment: or (d) The PROJECT SPONSOR's submittal of incorrect or incomplete documents. 10.2.2 The Department may at any time suspend the PROJECT SPONSOR's authority to obligate funds, withhold payments, or both. 10.2.3 The actions described in paragraphs 10.2.1 and 10.2.2 above may be applied to all or any part of the activities f nded by this Agreement. 26 10.2.4 The Department will notify the PROJECT SPOIN SOR 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). 10.3 T ERMLNATION. 10.3.1 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 PROJECT SPONSOR. 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 HOPWA Program, the City shall determine, in its sole and absolute discretion, the availability of funds for the PROJECT SPONSOR pursuant to this Agreement. 10.3.2 Termination for Breach. The Department may terminate this Agreement, in in-hole or in part, in the event the Department detennines, in its sole and absolute discretion, that the PROJECT SPONSOR is not materially complying with any tern or provision of this is 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 ')7 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 PROJECT SPONSOR to the City, direct or contingent, whether now or hereafter due; existing, created or arising. 10.3.3 Unless the PROJECT SPONSOR's breach is waived by the Department in writing, the Department may, by written notice to the PROJECT SPONSOR, terminate this Agreement upon not less than t«-enty-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 Agxeement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. 10.3.4 The City retains the right to terminate this Agreement at any time prior to the completion of the servicesiWork Program required under this Agreement, without penalty to the City. In the event of any such tennination, the City shall provide written notice of termination to the PROJECT SPONSOR, which shall be paid for services rendered prior to the date of such notice of termination. Such notice shall be deemed given v, -hen and as provided in Section 11.10.1 hereof. 28 ARTICLE XI 1NIISCELLANTEOUS PROVISIONS 11.1 INDEMNIFICA T ION. The PROJECT SPONSOR 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 PROJECT SPONSOR's activities related to the «Tork Prograin or otnerivise under this Agreement, including all acts or omissions to act on the part of the PROJECT SPONSOR and/or any persons acting for or on its behalf, and from and against any relevant orders, judanents, 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. 11.2 AMENDMENTS. No amendinents to this Agreement shall be binding- unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Departinent in ��,riting. 11.3 0'W- ERSHIP OF DOCUMENTS. All documents developed by the PROJECT SPONSOR 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 PROJECT SPONSOR agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Lary-, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document «01ich is given by the City to the PROJECT SPONSOR pursuant to this Agreement shall at all times remain the ?9 property of the City and shall not be used by the PROJECT SPONSOR for any other purpose whatsoe�-er without the prior written consent of the City. 11.4 AWARD OF AGREEMENT. The PROJECT SPONSOR 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. 11.E NON-DELEGABILITY. The obligations undertaken by the PROJECT SPONSOR pursuant to this Agreement shall not be delegated or assigned to any other person or firm; in whole or in part: (a) except in accordance «ith the requirements of Section 7.14 hereof. and (b) without the City's prior written consent which may be granted or withheld in the City's sole discretion. 11.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according to the laws of the State of Florida. 11.7 CONFLICT OF INTEREST. 11.7.1 The PROJECT SPONSOR covenants that no person under its employ who presently exercises any functions or responsibilities in connection with HOPWA Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The PROJECT SPONSOR fuither covenants that; in the performance of this Agreement, no person hay -ring such a conflicting interest shall be employed. Any such interest on the part of the PROJECT SPONSOR or its employees must be disclosed in writing to the City. 30 11.7.2 The PROJECT SPONSOR 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. 11,7.3 Procurement. The PROJECT SPONSOR shall comply with the standards contained within 24 CFR Part 84 (the revised OMB Circular No. A-110). 11.7.4 In all other cases, the PROJECT SPONSOR shall comply with the standards contained within 24 CFR 574.625. 11.8 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the PROJECT SPONSOR agrees and understands that the City has no obligation to renew this Agreement. 11.9 ENTRE AGREEMENT. This instrLunent and its attachments constitute the only agreement of the parties hereto relating to the HOPWA 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. 11.10 GE'N-ERAL CONDITIONS. 11.10.1 All notices or other communications «Ahich shall or may be given pursuant to this Agreement shall be in wn'ting 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 sane may be changed from time to time upon notice in «Titing. Such notice shall be deemed given on the day on which personally sen -ed, or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF 1\/I AMI George Mensah, Director Department of Cornmunity Development 444 Southwest 2nd Avenue, 2nd Floor Miami, Florida 33130 PROJECT SPONSOR 11.10.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 11. 103 In the event of conflict between the terms of this Agreement and any terns or conditions contained in any attached documents, the teens in this Agreement shall control. 11.10.4 leo V,, giver of breach of any provision of this Agreement shall constitute a «,giver of any subsequent breach of the same or any other provision hereof, and no N aiver shall be effective unless made in writing. 11,10.5 Should any provision; paragraph, sentence, -ord or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the lav, -s 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 confoinm with such laws, or if not modifiable to conform v ith such lavAis, then same shall be deemed severed, and in either event, the remaining terms and provisions of this Agreement shall remail unmodified and in full force and effect. 11.11 INDEPENDENT CONTRACTOR. the PROJECT SPONSOR 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. 11.12 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto; and their respective heirs, executors, legal representatives; successors, and assigns. IN WITNESS WHEREOF; the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above wn'tten. ATTEST: Naive: Title ATTEST: By: - Date Priscilla A. Thompson Date City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: PROJECT SPONSOR: <<,Program_Agency» «1\2ailina Address>> <<City_» , <<State>> <<Zip_Code>> a Florida not-for-profit corporation By: Name: Title: CORPORATE SEAL: Date CITY OF MIAMI; a municipal Corporation of the State of Florida By: Carlos Migoya Date City Manager APPROVED AS TO FORM AND CORRECTNESS: LeeAnii Brel-Ti Date Julie 0. Bru Risk Management City Attorney J4 D ate EXHIBIT B— NN70RK PROGRAM HOUSING SPECLA-LIST AND Il`sTSPECTION SERVICES FOR THE LONG TERM TENANT BASED RENTAL ASSISTANCE PROGRAM The responsibilities described herein are more specifically described in; and governed by, the Cit) of Miami Housing Opportunities for Pe7'5072s With AIDS ("HOP7EV) Policies and Procedures Manual and HOPTIFA Program Directives (incorporated herein by reference and jointly referred to herein as the HOPTJjA Policies and Procedures Manual). I. Housing Specialist Services: a The PROJECT SPONSOR will provide Housing Specialist Services and Inspection Services in support of the HOPWA Long -Tenn Tenant Based Rental Assistance ("LTRA") Program to up to LTRA clients assigned by the City of Miami Department of Community Development. Said services shall be performed in strict accordance with policies and procedures set forth in the HOPWA Policies and Procedures Manual and shall include, but not be limited to, the follo«-Ing: Certify applicants for participation in the HOP'WA long-term rental assistance program. Certification includes making income verifications and eligibility detenninations and computing utility allowances, tenant rent and housing assistance. Conduct annual, special and move re -certifications for assigned clients - -ithi.n the timeframes specified in the HOPWA Policies and Procedures Manual. a Explain program rules and expectations, client's obligations and rights under the program, including grievance process. a Assist clients in identi-Mng suitable housing and negotiating rental agreements, including review of tenant -landlord leases for compliance with federal; state and local laws. and verification of property ownership. = Once units are selected, be available to meet -Vith owliers to review program papen,�Jork and secure owner's written agreement to participate in program. Prepare and submit initial; annual and special re -certification packages to the City in the form and witl-dn the timeframes specified in the HOPWA Policies and Procedures Manual. Submit Financial Action Requests to make adjustments to program assistance payments. institute abatements or hold payments, terminate assistance and/or make changes to landlord information within the timeframes specified in the HOPWA Policies and Procedures Manual. o Submit an annual report to the City on program activity in a form established by U.S. HUD and perform any other reporting activity requested by the City. s Maintain current client case notes (typed only). • Assist tenants and landlords in resolution of housing -related issues as appropriate and serve as a liaison between the landlord and the City of Miami HOPWA Program. ® Act as liaison between client and case manager to ensure client's continued housing stability and access to necessary services. e Conduct initial housing stability assessment and assist the client in developing housing stability plan based on assessment and Ryan White (or other social service provider) case management plan. ® Make monthly contact with client to ensure client occupancy in assisted unit and client's housing stability. Make quarterly home visit to (1) monitor client's housing stability and condition of housing unit and (2) assist the client in reviewing and updating his or her housing plan. e Coordinate service referrals with the clients' Ryan White and/or PAC Waiver Case Manager. Perfon-n exit inspections to ensure that deposits are returned when clients move out. Q Explain and interpret federal and local HOP�A7A regulations and rules to interested landlords, realtors and property owners. Investigate alleged incidents of program rule violation(s) and/or abuse by client or landlord. • Prepare chronology and supporting documentation; and present case in the form of written recommendations for, and grievance hearings to review, continuation or termination of participation in the program in event of program rule violations by either client or landlord. II. Inspection Services 9 The PROJECT SPONSOR will schedule and complete Annual, Move -In and Complaint Housing Quality Standards ("HQS") Inspections of units either selected for occupancy or currently being occupied by LTRA clients who are assigned to the PROJECT SPONSOR. Said HQS inspection services shall be performed in strict accordance with policies and procedures set forth in the HOP"VA Policies and Procedures Manual. ® All inspections will be performed by individuals who have received the required certification to satisfy the United States Housing and Urban Development ("U.S. HUD") HQS requirements. PROJECT SPONSOR will submit copies of these Certifications with the contract documents. C PROJECT SPONSOR shall transmit (by mail, facsimile or e-mail) results of inspections to the City; the landlord and the tenant and any other party specified in the HOPWA Policies and Procedures Manual in accordance «-ithin the timeframes set forth in the Manual. IFF. '�Feetings and Trainings • Participate in any performance oversight activities organized by the City; • Attend City of Miami monthly HOPWA Program meetings and monthly meetings of the Miami -Dade County Housing Committee; • Participate in mandatory trainings conducted or required by the Cit;; and • All prograxn personnel; whose salaries are paid in whole or in part with HOPWA funds; must complete an HIV/AIDS education course and be recertified every two years by a Florida Department of Health -approved HIV/AIDS training provider within sixty (60) days of commencement of the contract period or their hire thereafter. Such staff includes management and administrative staff. CLIENT ASSFGliTINZENT: PROJECT SPONSOR acknowledges that as clients move to different assisted units, PROJECT SPONSOR will cooperate with the City of Miami in transferring the client files to the City for assimument to another PROJECT SPONSOR servicing the clients' new area. ENV`FROY-MENTAL CLEAR_A_NCE PROJECT SPONSOR shall not commit or spend any grant funds until the City has advised PROJECT SPONSOR that the proposed work program has received environmental clearance to proceed. SIGNED: Project Sponsor: Name: Title: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this Date by _ [Title] of [Project Sponsorl; 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 — CO'-NIPENSATION AND BUDGET SUAUNIARY HOUSLNIG SPECULIST AllTD U SPECTIQN SERV%ICES FOR THE LONG TERM TENAIhTT BASED RENT -A -L ASSIST ONCE PROGRAM A. The maximum compensation under this Agreement shall be S B. PROJECT SPONSOR's Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule are attached hereto and made part of this contract. C. All payments shall be for services provided only during the term of this Agreement and in compliance with the previously approved Work Program (EXHIBIT B) and Program Budget. Each written request for payment shall contain a statement declaring and affirming that services were provided accurately and for certified program participants and in accordance with the approved Scope of Work 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. D. PROJECT SPONSOR understands that not more the seven (?%) percent of the administrative expenses can be charged to this program. E. At the tine the request is made, all invoices are required to be paid by the PROJECT SPONSOR. All reimbursements must be in line -item form and in accord with this Agreement. 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 pa5nnents by the PROJECT SPONSOR for which reimbursement was requested shall be submitted. In the event that an nivoice is paid by various fanding sources, the copy of the invoice must indicate the exact amount (allocation) paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line -item budget. F. During the tern hereof and for a period of five (f) years following the date of the payment made hereunder, the CITY shall have the right to review and audit the related records of the PROJECT SPONSOR pertaining to any payments by the CITY. G. The PROJECT SPONSOR must submit the request for final payment to the CITY within 30 calendar days follo-wing the expiration date or termination date of this Agreement in a form provided by the Department. if the PROJECT SPONSOR fails to comply w-ith this requirement, the PROJECT SPONSOR shall forfeit all riahts to payment and the CITY shall not honor any request submitted thereafter. H. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the PROJECT SPONSOR as a part of this Agreement and any modifications thereto. Project Sponsor: Name: Title: D ate