HomeMy WebLinkAboutExhibit 3CITE' OF AILAINII, FLORIDA
HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS GRAINTT (HOPWA)
AGREEMENT
PROTECT BASED OPERATING SUPPORT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this day of
2010 bemeen 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").
FUNDLNIG SOURCE: HOUSD\TG OPPORTUTTITIES FOR PERSONS WITH
AIDS
CONTRACT AMOUNT: S
TERM OF THE AGREEMENT: Effective date of this Aueement shall be the latter of
October 1, 2010 or the date that the Citv Clerk attest the
simature of the Citv Manager through September 30. 2011,
vpith the City of Miami retaining the oUtion to extend the
term hereof for a period not to exceed one (1) year. subject
to extension of Program availability and ampropriation of
rant funds.
PROTECT -N-UINIBER:
ADDRESS:
WITNESSETH
WHEREAS, 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
WHEREAS, 24 CFR 574, Subpart B, stipulates that the most populous unit of general
Local ,overninent in an Eligible Metropolitan Statistical Area (EMSA) be the applicant for the
HOPWA Program funds allocation for the EMSA; and
WHEREAS, in Miami -Dade County, the City of Miami is the most populous City, and
thereby, the designated 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 Community Health of South Dade, Inc. for the provision
of HORWA assistance to very low-income persons living with HIV/?,.IDS; and
'WHEREAS, 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 terins and conditions hereinafter stated, the CITY"
and the PROTECT SPONSOR agree as follows:
ARTICLE I
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS. Attached hereto and fonning a part of this Agreement are the following
Exhibits:
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1.2
Exhibit A Corporate Resolution
Exhibit B Work Program
Exhibit C Compensation and Budget Summary
Exhibit D Certification Regarding Lobbying Form
Exhibit E Certification Regarding Debarment, Suspension and other
Responsibility Matters (Primary Covered Transactions Form)
Exhibit F Crime Entity Affidavit
Exhibit G Insurance Requirements
DEFINED TERMS. As used herein the following terms shall mean:
Agreement Records Any and all books, records, documents, information, data,
papers, letters, materials, and computerized or electronic
storage data and media, whether written, printed,
computerized, electronic or electrical, however collected or
preserved which is or was produced, developed,
maintained, completed, received or compiled by or at the
direction of the PROJECT SPONSOR 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.
DeUartment 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 `A-hich the
PROJECT SPONSOR is performing the obligations set
forth in this Agreement.
HOPWA The Housing Opportunities for Persons With AIDS
Pro grain.
HOPWA Reaulations Regulations promulgated by HUD for the HOPWA
Program, 24 CFR Part 574, Final Rule, and any changes
thereto.
2.1
Low Income Households whose gross income does not exceed 80% of
the area median income for the PMSA, as determined by
HUD, as of a specific effective date.
PMSA Primary Metropolitan Statistical Area (all of Miami -Dade
County).
U.S. HUD or HUD The United States Deparnnent of Housing and Urban
Development.
Work Pro tram The services being contracted for under this Agreement.
ARTICLE II
BASIC REQUIRQ1ENTS
The following documents must be approved by the CITY and must be on file Nvith the
Department prior to the CITY's execution of this Agreement:
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:
2.1.1 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 HOPWA funds. 'Where appropriate it should list
measurable objectives, define the who, ,vhat, where and when of the project, and
in general detail how these activities will ensure that the intended beneficiaries
wi11 be served.
2.1.2 The schedule of activities and measurable objectives play an essential role in the
grant management system. The schedule should prmride projected milestones and
deadlines for the accomplislmlent of tasks in carrying out the work Program.
These projected milestones and deadlines are a basis for measuring actual
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progress during the term of this Agreement. These items shall be in sufficient
detail to provide a sound basis for the CITY to effectively monitor performance
by the PROJECT SPONSOR under this Agreement.
2.2 The Compensation and Budget Sununary attached hereto as Exhibit "C", Nvhich shall
include: completion of the PROJECT SPONSOR's Itemized Budget, Cost Allocation,
and copies of all subcontracts and/or management services agreements funded in whole
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 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 an engagement letter from an independent certified public accountant which
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 OMB Circular No. A-133 (Revised June
24, 1997 or other most current Revision).
2.9 A copy of the PROJECT SPONSOR's corporate personiiel policies and procedures.
2.10 Job description and resumes for all positions fiuided in whole or in part under this
Agreement.
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2.11 Acceptance of:
1) Office of Management and Budget ("O -MB") 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) O -VB Circular Nos. A-122 and A-21: "Cost Principles for Non -Profit Organizations
and Cost Principles for Educational Institutions," Policies and Procedures Manual
for Co=unty 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 Form 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,
authorizina 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.
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ARTICLE III
TERMS AND PROCEDURES
3.1 CITY AUTHORIZATION.
For the purpose of this Agreement;. the Department will act on behalf of the CITY in the
fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise
provided in this Agreement.
3.2 EFFECTIVE DATE AND TERM.
Effective date of this Agreement shall be the latter of October 1, 2010 or the date that the
City Clerk attest the signature of the Citv Manager through September 30. 2011. with 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 Proaram availabilitv and approUriation of Grant funds.
3.3 OBLIGATIONS OF PROJECT SPONSOR.
The PROJECT SPONSOR shall carry out the services and activities as prescribed in its
'Work Program,-xxhich is attached and incorporated herein and made a part of this Agreement, in
a manner that is lawful, and satisfactory to the CITY; and in accordance with the written policies,
procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the
CITY.
3.4 LEVEL OF SERVICE.
Should start-up time for the work Program be required or in the event of the occurrence
of any delays in the activities thereunder, the PROJECT SPONSOR shall i=ediately notify the
Department in writing. giving all pertinent details and indicating when the N,r7ork Program shall
begin and/or continue. It is understood and agreed that the PROJECT SPONSOR shall maintain
the level of activities and expenditures in existence prior to the execution of this Agreement.
Any activities funded through or as a result of this Agreement shall not result in the displacement
of employed workers, impair existing agreements for services or activities, or result in the
substitution of funds allocated under this Agreement for other funds in connection with work
«which ,would have been performed in the absence of this Agreement.
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 Proggrazn:
(a) The addition of any positions not specifically listed in the approved Itemized
Budget.
(b) The modification or addition of any job descriptions.
(c) The 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.
(�L The use of program income in any manner not specifically listed in the Itemized
Budget.
¢) Any proposed Solicitation Notice, Invitation for Bids, and Request for Proposals.
(h) The disposal of any Agreement Records.
3.6 UALS .
The PROJECT SPONSOR is aware of and accepts the CITY of Miami HOP«'A Policies
and Procedures 1\1anual as the official document 'which outlines the fiscal, administrative and
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
FUNDING AND DISBURSEMENT REQUIRElt'IENTS
4.1 COMPEENSATION.
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 tenn 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 FR\TANCIAL ACCOU;NTTABILITY.
The CITY reserves 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/termination. 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 «-hich 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 PROJECT SPONSOR are subject to reduction for
overpa nnents on pre-,dously submitted invoices.
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4.4 RECAPTURE OF FUNDS.
The CITY reser-ves the right to recapture fiends in the e�,ent that the PROJECT
SPONSOR shall fail:
(i) to complywith the terms of this Agreement, or
(ii) to accept conditions unposed 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 funds, 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 requirei-nents:
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 ��71th Generally Accepted Govermnent
Auditing Standards (GAGAS) and ONMB Circular A-133, The audit shall
determine whether the financial statements are presented fairly in all material
respects in conformity with generally accepted accounting principles. In addition
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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 deterrnine whether the
PROJECT SPONSOR has complied with laws, regulations and the provisions of
this AEreement.
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 sur inary schedule of prior
audit findings; the auditor's report and the corrective action plan. The auditor's
report shall include:
(a) an opinion (or disclaimer of opinion) as to whether the financial
statements are presented fairly in all material respects in conformity with
generally accepted principles and an opinion (or disclaimer of opinion) as to
whether the schedule of expenditures of Federal Awards is presented fairly in all
material respects in relation to the financial statements taken as a whole.
(b) a report on internal controls related to the financial statements and
major programs. This report shall describe the scope of testing of internal
controls and the results of the test, and, where applicable, refer to lne 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 PROJECT SPONSOR
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 fundings and questioned costs.
(d) a schedule of findings and questioned cost which shall include the
requirements of O1 /M Circular A-133.
5.1.2 If the PROJECT SPONSOR expends less than S500,000 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 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. "Wll,ere appropriate; instances identified shall be related to the universe and the
number of cases examined and quantified in terms of dollar value.
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A-RTICLE VI
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
Prograin.
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 HOPWA 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
for-rn required in such Manual.
6.1.3 Equal Opportunity Records containing:
(i) Data on the extent to which each racial and etlulic 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 funds. Such infonnation shall be used only as a
basis for further investigation relating to compliance with any requirement
to attain or maintain any particular statistical measure by race, ethnicity, or
gender in covered programs.
(ii) Documentation of actions undertaken to meet the requirements of Section
3 of the Housing and Urban Development Act of 1968, as an, (12
U.S.C. 1701-U) 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 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 proarammaatic records and books of account, for a
period of five (5) years from the expiration/termination of this Agreement (the
"Retention Period"). All books of account and supporting documentation shall be
kept by the 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 made accessible as provided thereunder. The PROJECT SPONSOR
fiarther agrees to abide by Chapter 119, Florida Statutes, as the same may be
arnended from time to tilne, pertaining to public records, as may be limited by 24
CFR 574.440 pertaining the confidentiality of pro Aram participants.
The PROJECT SPONSOR shall ensure that the Agreement Records shall be at all
tunes subject to and available for full access and review, inspection and audit by
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the CITY, federal personnel and any other personnel duly authorized by the
CITY.
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 determilne when services are eligible substantive project and/or
programmatic activities and subject to the audit and record-keeping requirements
described in finis Agreement
6.2.3 If the CITY or the PROJECT SPONSOR has received or given notice of any kind
indicating any threatened or pending litigation, claim or audit arising out of the
activities pursuant to the project, the activities and/or the work Program or under
the terms of this Agreement, the Retention Period shall be extended until such
time as the threatened or pending litigation, claim or audit is, in the sole and
absolute discretion of the Department fully, completely and finally resolved.
6.2.4 The PROJECT SPONSOR shall notify the Department in writing both during the
pendency of this Agreement and after its expiration/tennination as part of the final
closeout procedure; of the address where all Agreement Records will 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
expiration 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
Records shall become the property of the Department without restriction,
resen7ation, or limitation on their use. The Department shall have unlimited rights
to all books, articles, or other copyrightable materials developed in the
performance of this Agreement. These rights include the right of royalty -free,
nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and
to authorize others to use, the Work Program for public purposes.
6.3.2 If the PROJECT SPONSOR receives funds from, or is under regulatory control
of, other governmental agencies, and those agencies issue monitoring reports,
regulatory examinations, or other similar reports, the PROJECT SPONSOR shall
provide a copy of each such report and any follow-up coinmuni cations and reports
to the Department iim-mediately upon such issuance, unless such disclosure would
be prohibited by any such issuing agency.
6.4 MONITORING.
The PROJECT SPONSOR shall pen -nit the Departinent 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 ten -ns of this Agreement; and/or interview any clients, employees; subcontractors
or ass pees 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
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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 PROJECT SPON SOR's justification is acceptable.
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 observations 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 infonnation in connection with any related -party transaction. The term
"related-paty transaction" includes, but is not limited to, a for-profit or nonprofit subsidiary or
affiliate organization, an organization with al overlapping Board of Directors and an
organization for vvl-dch the PROJECT SPONSOR is responsible for appointing memberships.
The PROJECT SPONSOR shall report this information to the Department upon fonning the
relationship, or if already forned, shall report such relationship prior to or simultaneously with
the execution of this Agreement. Any supplemental information shall be promptly reported to
the Department.
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ARTICLE VZI
7.1 The PROJECT SPONSOR shall maintain current documentation that its activities are
HOPWA eligible ul accordance with 24 CFR Part 574
7.2 The PROJECT SPONSOR shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in «hole or in part with HOPWA funds is an activity
which provides benefit to low income persons living with HN/AIDS.
7.3 The PROJECT SPONSOR shall comply «with all applicable provisions of 24 CFR Part
574 and shall carry out each activity in compliance with all applicable federal Ia�vs and
regulations described therein.
7.4 The PROJECT SPONSOR shall cooperate with the Depai anent 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 emplo3 hent.
7.6 NON-DISCMIIINTATION.
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 with the activities
and/or the Work Program or its perforinance under this Agreement.
Fui-thennore, 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 Program 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 REQUIREIVIENTS.
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 (tree revised OMB Circular No. A-110).
7.10 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION.
If the PROJECT SPONSOR is or was created by a religious organization, the PROJECT
SPONSOR agrees that all HOPWA 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, HOPWA assistance may
not be used for religious activities or provided to primarily religious entities for any activities;
including secular activities. The PROJECT SPONSOR shall comply with those requirements and
prohibitions when entering into subcontracts.
7.11 REVERSIOINT OF ASSETS.
Upon expirationitermination of this Agreement; the PROJECT SPONSOR must transfer
to the CITY any HOPWA funds on Band at the time of expiration/tennlination and any accounts
receivable attributable to the use of HOPWA funds.
Nottvithstanding any other provision of this Agreement, if the PROJECT SPONSOR
materially fails to comply with any tei7n of this Agreement, the PROJECT SPONSOR; at the
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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 HOPIVA Funds (including HOPWA Funds provided to the PROJECT SPONSOR
in the form of a loan andlor grant), less any portion of the value attributable to expenditures of
non-HOP"\�TA funds for the acquisition of, or irnprovement 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 «lith the terms of this
Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR Part
8.43, as set forth more fully below in Article X of tlus Agreement.
7.13 SUBC0NTRACTS A'�TID ASSIGNMENTS.
7.13.1 The PROJECT SPONSOR shall ensure that all subcontracts and assignments:
(a) Identify the fall, correct; and legal naive of all parties;
(b) Describe the activities to be performed;
(c) Present a complete and accurate breakdown of its price components;
(d) Incorporate a provision requiring compliance ;Kith all applicable
regulatory and other requirements of this Agreement, including but not
limited to the CITY's Minority Procurement Ordinance, and with any
conditions and/or approvals that the CITY may deem necessary. The
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requirements of this paragraph apply only to subcontracts and assignments
in which parties are engaged to carry out any eligible substantive
programmatic service, as may be defined by the CITY, set forth in this
Agreement. The CITY shall in its sole discretion determine when services
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
followm, g 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 withholding, retirement or leave benefits normally 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 carry'C1 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
programmatic activities, to ensure its compliance with the requirements of this
Agreement. The CITY's review and confirmation shall be obtained prior to the
release of any funds for the PROJECT SPONSOR's Subcontractor(s).
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7.13.E The PROJECT SPONSOR shall receive written approval from the CITY prior to
either assigningor transferring any obligations or responsibility set forth in this
Agreement or the right to receive benefits or payments resulting from this
Agreement.
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)
«lith the Copeland Kick Back Act, Contract Work Hours and Safety -Standards
Act, and Lead -Based Paint Poisoning Prevention Act and all other related acts, as
applicable.
7.14 USE OF Fli- DS FOR LOBBYING PROHIBITED.
The expenditure of Agreement funds for the purpose of lobbying the Legislature, judicial
branch; or a state agency are expressly prohibited.
ARTICLE VIII
8.1 PROJECT SPONSOR CERTIFICATIONS. ASSURANCES. AND REGULATIONS.
The PROJECT SPONSOR certifies that:
(a) Tht PROJECT SPONSOR 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 PROJECT SPONSOR'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 PROJECT SPONSOR to act
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in connection with this Agreement and to provide such information as may
be required.
(b) The PROJECT SPONSOR shall comply with the Hatch Act, which limits
the political activity of employees.
(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 themselves or
others, particularly those with whom they have family, business, or other
ties.
(d) To the best of its knowledge 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 cora nission of fraud or a criminal offense in
comection with obtaining, attempting to obtain, or perfonzling 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;
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(iii) are not presently indicted for or otherwise criminally or civilly
charged by a govern-nent entity (Federal, State, or local) with the
commission of any of the offenses enumerated in this Article VIII; and
(iv) have not, within 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 IX
PROGRAM INCOME AND REPAYMENTS
9.1 PROGRAM INCOME.
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
reflect the percentage of HOPNVA funds used. Program income generated by HOPWA funded
activities shall be used only to undertake those activities specifically approved by the CITY on
and for the Work Program. All prov�isions of this Agreement shall apply to such activities. A-ny
program income on hand when this Agreement expires/terminates or received after such
expiration/termination shall be paid to the CITY.
The PROJECT SPONSOR shall submit to tine CITY monthly a Program Income Report
and a Work Program Status Report. The Program Income Report shall identify HOMVA
activities in which income vas derived and how income has been utilized.
9.2 REPAYMENTS.
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Any interest or other return on the investment of the HOF�VA funds shall be remitted to
the CITY on a monthly basis. Any HOPWA funds funded to the PROJECT SPONSOR that do
not meet the eligibility requirements; as applicable, must be repaid to the CITY.
ARTICLE X
REMEDIES. SUSPENSION, TER-"NUNATION
10.1 REMEDIES FOR NONCOMPLIANCE.
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 PROJECT
SPONSOR by certified mail, return receipt requested or by in person delivery with proof of
delivery. PROJECT SPONSOR 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 teirns of this Agreement. If the
PROJECT SPONSOR 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 term of this Agreement,
the CITY may take one or more of the follmving courses of action:
10.1.1 Temporarily withhold cash payments pending correction of the deficiency by
the PROJECT SPONSOR, or such more severe enforcement action as the CITY
determines is necessary or appropriate.
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10.1.2 Disallow (that is, deny both the use of funds and snatching credit) for all or part
of the cost of the activity or action not in compliance.
10.1.3 Wholly or partly suspend or terminate the current HOPWA funds awarded to
the PROJECT SPONSOR.
10.1.4 Withhold further grants and/or loans for the PROJECT SPONSOR.
10.1.5 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
«qthhold payments to the PROJECT SPONSOR pending necessary corrective
action by the PROJECT SPONSOR, or both. Reasonable cause shall be
determined by the Department in its sole and absolute discretion, and may include
but are not limited to:
(i) Ineffective or improper use of the HOP«rA fluids by the PROJECT
SPONSOR;
(ii) Failure by the PROJECT SPONSOR to materially comply with any term
or provision of this Agreement;
(iii) Failure by the PROJECT SPONSOR to submit any documents required by
this Aa eement; or
(iv) 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.
I
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 funded by this Agreement.
10.2.4 The Department will notify the PROJECT SPONSOR in «%riting 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 TERMINATIONT.
10.3.1 Termination Because of Lack of Funds.
Lz 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 «Tilting 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 detennine, in its sole and absolute discretion;
the availability of funds for the PROJECT SPONSOR pursuant to this Agreement.
10.3.2 T ennination for Breach.
The Department may tenninate this Agreement, in � hole or in part, in the event
the, Department determines, un its sole and absolute discretion; that the PROJECT
SPONSOR is not materially complying with any terin or provision of this
Agreement.
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The Department may terminate this Agreement, in whole or in part, in the event
that the Department determines, in its sole and absolute discretion, that there
exists an event of default under and pursuant to the terns of any other agreement
or obligation of any kind or nature whatsoever of the PROJECT SPONSOR to the
CITY, direct or contingent, whcther now or hereafter due, existing, created or
arisinla.
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 twenty-four (24) hours prior written
notice. Said notice shall be delivered by certified mail, return receipt requested,
or by in person delivery with proof of delivery. Waiver of breach of any
provision of this Agreement shall not be deemed to be a waiver of any other
breach and shall not be construed to be a modification of the terms of this
Agreement. The provisions hereof are not intended to be, and shall not be,
construed to limit the Department's right to legal or equitable remedies.
10.3.4 The CITY retains the right to tenninate this Agreement at any time prior to the
completion of the services/Work Program required under this Agreement, without
penalty to the CITY. In the event of any such termination, the CITY shall provide
«written notice of termination to the PROJECT SPONSOR, which shall be paid for
sei-vices rendered prior to the date of such notice of termination. Such notice shall
be deemed Given when and as provided in Section 11.10.1 hereof
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ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 INDEMNIFICATION.
The PROJECT SPONSOR shall pay and save the CITY ha�lress 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 Work Program or otherwise under this Agreement,
including all acts or oi�nissions 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, judgments, or decrees which
maybe 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 amendments to this Agreement shall be binding unless in u%riting and signed by both
parties hereto. Budget modifications shall be approved by the Department in writing.
11.3 O'W-NERSHIP 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 docurnents maintained and generated
pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter
119, Florida Statutes.
It is further understood by and between the parties that any document which is given by
the CITY to the PROJECT SPONSOR pursuant to this Agreement shall at all times remain the
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property of the CITY and shall not be used by the PROJECT SPONSOR for any other purpose
whatsoever without the prior written consent of the CITY.
11.4 AWARD OF AGREEMENT.
The PROJECT SPONSOR warrants that is 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.
11.5 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 with 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 v, -,ho
presently exercises any functions or responsibilities in comzection with HOPWA
Pro grain funded activities has any personal financial interest, direct or indirect, in
this Agreement. The PROJECT SPONSOR further covenants that, in the
perfonnnance of this Agreement, no person having 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.
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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), 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 i� ith the terms of the
W.Wra
11.7.3 Procurement. The PROJECT SPONSOR shall comply with the standards
contained within 24 CFR Part 84 (the reN71sed 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 tern of this Agreement, the PROJECT SPONSOR agrees and
understands that the CITY has no obligation to renew this Agreement.
11.9 ENTIRE AGREEMENT.
This instrument and its attacknents 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 GENERAL CONDITIONS.
11.10.1 All notices or other communications which shall or may be given pursuant to
this Agreement shall be in wntina and shall be delivered by in person delivery
or by registered mail addressed to the other party at the address indicated herein
or as the same may be changed from time to time upon notice in writing. Such
notice shall be deemed given on the day on which personally served, or, if by
mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
CITY OF MIAMI
George Mensah, Director
Department of Community Development
444 Southwest 2nd Avenue. 2nd Floor
Miami, Florida 33130
PROJECT SPONSOR
Agency Name:
Address:
City, State, Zip:
11. 10.2 Title and paragraph headings are for con'veiuent reference and are not a part of
this Agreement.
11.10.3 In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached documents, the terms in this Agreement
shall control.
11.10.4 No waiver of breach of any provision of this Agreement shall constitute a
vvaiver of any subsequent breach of the same or any other provision hereof, and
no waiver shall be effective unless rn.ade writing.
11.10.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 otherwise unenforceable under the laws of the State of Florida or the
City of Miami, such prowinion, paragraph, sentence; ord or phrase shall be
deemed modified to the extent necessary in order to conform with such laws, or
if not modifiable to conform ,vith such laws, then same shall be deemed
severed, and in either event, the remaining teens and provisions of this
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Agreement shall remain 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 Sen7ice 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 ASSIGNTS.
This Agreement shall be binding upon the parties hereto; and their respective heirs,
executors, legal representatives; successors, and assigns.
e
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized on the date above t?�7ritten.
ATTEST:
Nair e:
Title
ATTEST:
By-.
Date
Priscilla A. Thompson Date
City Clerk
APPROVED AS TO
Il ISURANCE REQUIREMENTS:
LeeArrx Brelun
Risk Management
ZI
PROJECT SPONSOR:
Agency -Name:
Address:
City, State, Zip:
a Florida not-for-profit corporation
By:
Narne:
Title:
D ate
CITY OF MIAMI, a municipal Corporation
of the State of Florida
By:
Carlos Migoya Date
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Date Julie 0. Biu
City Attorney
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Date
EXFfIBIT B — WORK PROGRAM
PROJECT BASER OPERATLNTG SUPPORT
1. PROJECT SPONSOR has agreed to make a total of units available for occupancy
by a certified participant and his or her household. The location of these units are as
follows:
LOCATION
# OF
EFFICIENCIES
# IBR # 2 BR
UNITS UNITS
TOTAL
2. A certified participant is an individual who has provided documentation as to the
following:
a) Total household income (combined income of Participant and his or her
household members) does not exceed eighty (80%) percent of area median
income in accordance with the low-income limits established by U.S. HUD
annually.-
b)
nnually;
b) Participant has received a medical diagnosis of AIDS; and
c) Participant meets U.S. HUD's legal status requirements.
Furthermore, the PROJECT SPONSOR must ensure that the person or household
seeking occupancy in a unit set-aside for Housing Opportunities for Persons with
AIDS ("HOPWA") participants is:
a) not otherwise prohibited from participating in the HOPWA Program per the
HOPWA Policies and Procedures Manual governing eligibility;
b) placed into a HOPWA set-aside unit in accordance with the PROJECT
SPONSOR`s )Yait List process as approved by the City of Miami; and
c) not a PROJECT SPONSOR employee. The City of Miami shall be immediately
notified if a PROJECT SPONSOR employee is currently an occupant of a
HOPWA set-aside unit so that the City and PROJECT SPONSOR may assist the
employee in locating and moving into other suitable housing.
3. PROJECT SPONSOR agrees to conduct initial eligibility certification and annual
certification thereafter of all project participants to comply with all of the regulations
specified by U,S. Department of Housing and Urban Development (U.S. HUD) and the
City of Miami which are more fully described in the City of Miami HOPWA Policies and
Procedures Manual. Documentation of income and legal status verification and
eligibility determination shall be submitted and approved by the City of Miami prior to
the prospective participant moving into a unit. Such documentation also shall be
maintained in the participant's rental file and shall be made available for inspection by
the City of Miami HOPWA Program at any time.
4. The certified participant must pay towards rent an amount equal to thirty (30%) percent
of the tenant household's monthly adjusted income.
5. PROJECT SPONSOR agrees to maintain all assisted units in a safe and sanitary
condition by meeting U.S. HUD's Housing Quality Standards for all assisted units.
6. PROJECT SPONSOR's staff will meet with tenants twice a month to ensure that tenant is
receiving the medical and support services and to refer tenant to needed services through
the tenant's Case Manager.
7. PROJECT SPONSOR also will be expected to:
a) Provide monthly reports to the City of Miami regarding changes to the tenant's
household composition and income; adjustments to rental assistance and tenant
terminations; make 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;
b) Participate in any performance oversight activities organized by the City;
c) Attend City of Miami HOPWA Program meetings as needed;
2
d) Participate in mandatory trainings conducted, or required, by the City; and
e) Have all program personnel, whose salaries are paid in whole or in part with
HOPWA funds, complete an HIV/AIDS education course conducted by a Florida
Department of Health -approved HIWAIDS training provider within sixty (60)
days of commencement of the contract period or their hire thereafter. Such staff
includes management and administrative staff.
ENT IRONATIENTAL CLEARANCE
PROJECT SPONSOR shall not commit or spend any grant funds until the City has advised
the PROJECT SPONSOR that the proposed work program has received a HUD
environmental clearance to proceed.
SIGNED:
Name:
Title:
STATE OF FLORIDA
COUNTY OF
Date
The foregoing instrument was acknowledged before me this by .
Title of
[PROJECT SPONSORI, a Florida not-for-profit corporation, on behalf
of the corporation. He/she is personally known to me or has produced as
identification.
Print Notary Public's Name Signature
(SEAL)
EXHIBIT C — COMPENSATION AND BUDGET SUNBLARY
PROJECT BASED OPERATEITG SUPPORT
A. The maximum compensation under this Agreement shall be .00.
B. PROJECT SPONSOR's Itemized Budget, Cost Allocation, Budget Narrative, Staff
Salaries Schedule are attached hereto and made part of this Agreement.
C. PROJECT SPONSOR has provided the City of Miami documentation on the
operation of the project to demonstrate that the project has a financial operating gap
between revenue generated at the project site through rents and other funding sources
and the cost of operating and maintaining the project.
D. At the time 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 sixty (60) days of submitting each reimbursement request, copies of
the cancelled checks or other City approved documents evidencing the payments by
the PROJECT SPONSOR 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. No miscellaneous categories shall be accepted as a line -item
budget.
E. PROJECT SPONSOR understands that not more the seven (7%) percent of the
administrative expenses can be charged to this program.
F. 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 PROJECT SPONSOR pertaining to any payments by the City.
G. The PROJECT SPONSOR 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 provided by the Department. If the PROJECT SPONSOR
fails to comply with this requirement, the PROJECT SPONSOR shall forfeit all rights
to payment and the City shall not honor any request submitted thereafter.
El
H. The PROJECT SPONSOR must submit a financial close-out to the City within thirty
(30) calendar days following the expiration date or termination date of this
Agreement in a form provided by the Department. This report must include, but is
not limited to, a final performance report, a financial status report, and a final
inventory of the property in the PROJECT SPONSOR's possession that was acquired
or improved with HOPWA funds.
I. 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.
Name Date
Title
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