HomeMy WebLinkAboutEXHIBITAttachment "A"
City of Miami
Department of Community Development
Housing Opportunities for Persons with AIDS
Funding Recommendation FY2010-2011- 6 months
HOPWA PROGRAM
Allocation FY2010 2011
Program/Agency
I. Program Administration
4k- x
City of Miami - Department of Community Development
Ia. Technical Assistance
Apple Tree Perspectives, Inc.S,�a
Subtotal:
r
II. Project Based Operating Support
Miami Beach Community Development Corporation, Inc. - Westchester Apartments
.
Carrfour Supportive Housing, Inc. - Harding Village
�Carrfour Supportive Housing, Inc. - Del Prado Gardens
Subtotal:,:$
I,r • . '
Ill. (a) Long Term Tenant Based Rental Assistance Program (LTRA) - Housingam
Xs�
Specialist Services, Move -In/ Compliance/ Walk -Through/ Exit & NQS
Inspections
Community AIDS Resource, Inc. d/b/a Care Resource
Center of Information and Orientation, Inc.
=$ x
Empower "U" Inc.�_.93
Miami Beach Community Development Corporation, Inc.x.��
Sunshine for All, Inc.
Spanish American Basic Education and Rehabilitation, Inc.
Subtotal
III. (a) Long Term Tenant Based Rental Assistance Program (LTRA) - Rental
Pa meats
City of Miami - Department of Community Development
<$F S
_------__Subtotal:
IV. Legal Services
HIV Education & Law Project, Inc.HELP=
( Inc.))
.„25,30
Subtotal: l $, s` x ;.51300:a
✓ ti ,;
IV. Capital Funding
City of Miami - Department of Community Development - Lifecluest I & II
$k 's h 1aD0,30i3;
Capital Funding Reserve
Subtotal i'$.r
x
j Total Allocated {{ �Y2,95,v84
IM
CITY OF MIAMI, FLORIDA
HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS ("HOPWA") GRANT
AGREEMENT
PROJECT BASED OPERATING SUPPORT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this day of
2010 between the City of Miami, a municipal corporation of the
State of Florida (hereinafter referred to as the "City"), and , a Florida not for
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profit corporation, (hereinafter referred to as the "PROJECT SPONSOR").
FUNDING SOURCE: HOUSING OPPORTUNITIES FOR PERSONS WITH
AIDS ("HOPWA")
CONTRACT AMOUNT: $
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 Cily Manager through March 31, 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 Program availability and appropriation of
grant funds.
PROJECT NUMBER:
ADDRESS:
0 51
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RECITALS
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 government 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 PROJECT SPONSOR for the provision of HOPWA
assistance to very low-income persons living with HIV/AIDS; 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 terms and conditions hereinafter stated, the CITY
and the PROJECT SPONSOR agree as follows:
ARTICLE I
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following
Exhibits:
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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
1.2 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.
Department 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.
HOPWA The Housing Opportunities for Persons With AIDS
Program.
HOPWA Regulations Regulations promulgated by HUD for the HOPWA
Program, 24 CFR Part 574, Final Rule, and any changes
thereto.
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Low or Low to Moderate 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 Department of Housing and Urban
Development.
Work Program The services being contracted for under this Agreement.
ARTICLE II
BASIC REQUIREMENTS
The following documents must be approved by the CITY and must be on file with the
Department prior to the CITY's execution of this Agreement:
2.1 The Work Program submitted by the 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, what, where and when -of the -project, and --
in general detail how these activities will ensure that the intended beneficiaries
will be served.
2.1.2 The schedule of activities and measurable objectives play an essential role in the
grant management system. The schedule should provide projected milestones and
deadlines for the accomplishment of tasks in carrying out the Work Program.
These projected milestones and deadlines are a basis for measuring actual
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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 Summary attached hereto as Exhibit "C", which shall
include: completion of the PROJECT SPONSOR's Itemized Budget, Budget Narrative,
Salary Forecast, 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 personnel policies and procedures.
2.10 Job description and resumes for all positions funded in whole or in part under this
Agreement.
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2.11 Acceptance of:
1) Office of Management 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 "O" (Procurement Standards);
2) OMB Circular Nos. A-122 and A-21: "Cost Principles for Non -Profit Organizations
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 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,
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.
Col
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 City Manager through March 31, 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 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 Program. The Work Program is incorporated herein and made a part of this Agreement 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 immediately notify the
Department in writing, giving all pertinent details and indicating when the Work Program shall
begin and/or continue. It is understood and agreed that the 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
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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) 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.
(f) The use of program income in any manner not specifically listed in the Itemized
Budget.
g) Any proposed Solicitation Notice, Invitation for Bids, and Request for Proposals.
(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 ("HOPWA Manual") 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 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 directives and updated versions of this HOPWA Manual shall be
incorporated and made a part of this Agreement.
ARTICLE IV
FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION.
The amount of compensation payable by the CITY to the PROJECT SPONSOR shall be
pursuant to 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 ACCOUNTABILITY.
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 invoice which are found by the CITY, on the
basis of such audit and at its sole discretion, not to constitute reasonable and necessary
expenditures. Any payments made to the 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 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 requirements:
5.1.1 If the PROJECT SPONSOR expends $500,000.00 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 Government
Auditing Standards (GAGAS) and OMB Circular A-133. The audit shall
determine whether the financial statements are presented fairly in all material
respects in conformity with generally accepted accounting principles. In addition
to the above requirements, the auditor shall perform procedures to obtain an
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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
this Agreement.
A reporting package shall be submitted within the earlier of thirty (30)
days after receipt of the auditor's report(s) or nine (9) months after the end of the
audit period. The reporting package will include the certified financial statements
and schedule of expenditures of Federal Awards; a summary schedule of prior
audit findings; the auditor's report and the corrective action plan. The auditor's
report shall include:
(1) 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.
(2) a report on internal controls related to the financial statements and
major programs. This report shall describe the scope of testing of internal
controls and the results of the test, and, where applicable, refer to the separate
schedule of findings and questioned costs.
(3) 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
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complied with the laws, regulations, and the provisions of contracts and this
Agreement which could have a direct and material effect on the program and,
where applicable, refer to the separate schedule of findings and questioned costs.
(4) 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 $500,000 in the fiscal year it is
exempted from Federal audit requirements for that year and consequently the
audit cost is not a reimbursable expense. The CITY, however, may request the
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. Where 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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ARTICLE 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
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 HOPWA Program regulations under
which the activity is eligible.
6.1.2 Records demonstrating that client meet eligibility criteria set forth in the HOPWA
Manual and that such information is provided in the form required in the same
manual.
6.1.3 Equal Opportunity Records containing:
(i) Data on the extent to which each racial and ethnic group and single -
headed households (by gender of household head) have applied for,
participated in, or benefited from, any program or activity funded in whole
or in part with HOPWA funds. Such information shall be used only as a
basis for further investigation relating to compliance with any requirement
to attain or maintain any particular statistical measure by race, ethnicity, or
gender in covered programs.
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(ii) 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.
6.1.4 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 programmatic records and books of account, for a
period of five (5) years from the expiration/termination of this Agreement (the
"Retention Period"). All books of account and supporting documentation shall be
kept by the 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 by 24 CFR 574. 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 the confidentiality of program participants.
The PROJECT SPONSOR shall ensure that the Agreement Records shall be at all
times 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 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 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
term of this Agreement and after its expiration/termination as part of the final
closeout procedure, of the address where all Agreement Records will be retained.
6.2.5 The PROJECT SPONSOR shall obtain the prior written consent of the
Department to the disposal of any Agreement Records within one (1) year after
the expiration of the Retention Period.
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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,
reservation, or limitation on their use. The Department shall have unlimited rights
to all books, articles, or other copyrightable materials developed in the
performance of this Agreement. These rights include the right of royalty -free,
nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and
to authorize others to use, the Work Program for public purposes.
6.3.2 If the 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 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 permit 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 terms of this Agreement, and/or interview 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
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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 deterniine in its sole and absolute discretion whether
or not the PROJECT SPONSOR'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 information in connection with any related -parry transaction. The term
"related -parry transaction" includes, but is not limited to, a for-profit or nonprofit subsidiary or
affiliate organization, an organization with an overlapping Board of Directors and an
organization for which the PROJECT SPONSOR is responsible for appointing memberships.
The PROJECT SPONSOR shall report this information to the Department upon forming the
relationship, or if already formed, shall report such relationship prior to or simultaneously with
the execution of this Agreement. Any supplemental information shall be promptly reported to
the Department.
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ARTICLE VII
OTHER PROGRAM REQUIREMENTS
7.1 The PROJECT SPONSOR shall maintain current documentation that its activities are
HOPWA eligible in accordance with 24 CFR Part 574.
7.2 The PROJECT SPONSOR shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with HOPWA funds is an activity
which provides benefit to low income persons living with HIV/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 laws and
regulations described therein.
7.4 The PROJECT SPONSOR shall cooperate with the Department in attending meetings at
the request of the Department and to provide information as requested or required to said
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-DISCRIMINATION.
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 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.
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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 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 -I 10).
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 REVERSION OF ASSETS.
Upon expiration/termination of this Agreement, the PROJECT SPONSOR must transfer
to the CITY any unused HOPWA funds at the time of expiration/termination and any accounts
receivable attributable to the use of HOPWA funds.
Notwithstanding 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
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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 HOPWA 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-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 terms of this
Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR Part
85.43, as set forth more fully below in Article X of this Agreement.
7.13 SUBCONTRACTS 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 breakdown of its price components;
(d) Incorporate a provision requiring compliance with all applicable
regulatory and other requirements of this Agreement, and with any
conditions and/or approvals that the CITY may deem necessary. The
requirements of this paragraph apply only to subcontracts and assignments
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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
following 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 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
confirmation any subcontract engaging any parry 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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7.13.5 The PROJECT SPONSOR shall receive written 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 payments resulting from this
Agreement.
Appro ual 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)
with 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 FUNDS 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
' ' ��1�Z �. Z� .Y� 7111���� • ► ► lam:_ �[tII.` U� i i rl:�Illm
The PROJECT SPONSOR certifies that:
(a) The 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
22
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 (3) 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;
23
(iii) are not presently indicted for or otherwise criminally or civilly
charged by a government 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 HOPWA 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 provisions of this Agreement shall apply to such activities. Any
program income on hand when this Agreement expires/terminates or received after such
expiration/termination shall be paid to the CITY.
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.
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9.2 REPAYMENTS.
Any interest or other return on the investment of the HOPWA 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, 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 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 termination. 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 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 following courses of action:
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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.
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.
10.1.3 Wholly or partially 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
withhold 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 HOPWA funds 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 Agreement; or
26
(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.
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 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 TERMINATION.
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.
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The Department may terminate this Agreement, in whole or in part, in the event
the Department determines, in its sole and absolute discretion, that the PROJECT
SPONSOR is materially non-compliant with any term or provision of this
Agreement.
The Department may terminate this Agreement, in whole or in part, in the event
that the Department determines, in its sole and absolute discretion, that there
exists an event of default under and pursuant to the terms of any other agreement
or obligation of any kind or nature whatsoever of the 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 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 terminate 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
services 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.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 INDEMNIFICATIO
The PROJECT SPONSOR covenants not to sue and shall pay and save the CITY, its
officers or officials, 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 Work
Program or otherwise 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, judgments, or decrees which may be entered against the CITY, and from and
against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense or
investigation of any such claims or other matters.
11.2 AMENDMENTS.
No amendments to this Agreement shall be binding unless in writing and signed by both
parties hereto. Budget modifications shall be approved by the Department in writing.
11.3 11 OWNERSHIP 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 Law, Chapter
119, Florida Statutes.
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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
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 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 pursuant to 24 CFR 570.611. The PROJECT SPONSOR further
covenants that, in the performance of this Agreement, no person having such a
011
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.
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
(Miami -Dade County Code Section 2-11-1) and the State of Florida (Chapter 112,
Florida Statutes), each as amended, 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 ENTIRE AGREEMENT.
This instrument 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 GENERAL CONDITIONS.
11.10.1 All notices or other communications which shall or may be given pursuant to
this Agreement shall be in writing and shall be delivered by in person delivery
or by registered mail addressed to the other parry at the address indicated herein
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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 convenient 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
waiver of any subsequent breach of the same or any other provision hereof, and
no waiver shall be effective unless made in writing.
11.10.5 Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid,
illegal or otherwise unenforceable under the laws of the State of Florida or the
City of Miami, such provision, paragraph, sentence, word or phrase shall be
deemed modified to the extent necessary in order to conform with such laws, or
32
if not modifiable to conform with such laws, then same shall be deemed
severed, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect.
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.
11.3 WAIVER OF JURY TRIAL.
Neither the SUB -RECIPIENT, nor any assignee, successor, heir or personal
representative of the SUB -RECIPIENT, nor any other person or entity, shall seek a jury trial in
any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out
of any of the Agreement and/or any modifications, or the dealings or the relationship between or
among such persons or entities, or any of them. Neither the SUB -RECIPIENT, nor any other
person or entity will seek to consolidate any such action in which a jury trial has been waived
with any other action. The provisions of this paragraph have been fully discussed by the parties
hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement
has in any manner agreed with or represented to any other party that the provisions of this
paragraph will not be fully enforced in all instances.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized on the date above written.
ATTEST:
Name:
Title
ATTEST:
By:
Date
Priscilla A. Thompson Date
City Clerk
APPROVED -AS -TQ
INSURANCE REQUIREMENTS:
Date
Risk Management
PROJECT SPONSOR:
Agency Name:
Address:
City, State, Zip:
a Florida not-for-profit corporation
By:
Name:
Title:
CORPORATE SEAL:
34
Date
CITY OF MIAMI, a municipal Corporation
of the State of Florida
By:
Carlos A. Migoya Date
City Manager
APPROVED_ AS.T_O FORM AND
CORRECTNESS:
Julie O. Bru
City Attorney
Date
EXHIBIT B — WORK PROGRAM
PROJECT BASED OPERATING 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:
# OF # IBR # 2 BR
LOCATION EFFICIENCIES 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) 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 Wait 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;
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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 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.
ENVIRONMENTAL 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
The foregoing instrument was acknowledged before me this
Date
by
[Titlel of
FPROJECT SPONSOR], 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)
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EXHIBIT C — COMPENSATION AND BUDGET SUMMARY
PROJECT BASED OPERATING 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.
4
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
5
CITY OF MIAMI, FLORIDA
HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS GRANT (HOPWA)
AGREEMENT
HOUSING SPECIALIST AND INSPECTION SERVICES FOR THE LONG TERM
TENANT BASED RENTAL ASSISTANCE PROGRAM
This Agreement (hereinafter the "Agreement") is entered into this day of
2010 between the City of Miami, a municipal corporation of the
State of Florida (hereinafter referred to as the "City"), and , a Florida not for
profit corporation, (hereinafter referred to as the "PROJECT SPONSOR")
FUNDING SOURCE: HOUSING OPPORTUNITIES FOR PERSONS WITH
AIDS ("HOPWA")
CONTRACT AMOUNT: $ 00
TERM OF THE AGREEMENT: Effective date of this Agreement shall be the latter of
PROJECT NUMBER:
ADDRESS:
October 1. 2010 or the date that the City Clerk attest the
signature of the City Manager through March 31, 2011,
with the City of Miami retaining the option to extend the
term hereof for a period not to exceed one (1) year, subiect
to extension of Program availability and appropriation of
grant funds.
1
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 government 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 the PROJECT SPONSO for the provision of HOPWA
assistance to very low-income persons living with HIV/AIDS; 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 terms and conditions hereinafter stated, the City
and the PROJECT SPONSOR agree as follows:
ARTICLE I
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following
Exhibits:
Exhibit A Corporate Resolution
Exhibit B Work Program
2
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
1.2 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.
Department 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.
HOPWA The Housing Opportunities for Persons With AIDS
Program.
HOPWA Regulations Regulations promulgated by HUD for the HOPWA
Program, 24 CFR Part 574, Final Rule, and any changes
thereto.
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Low to Moderate Income Households whose gross income do 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 Department of Housing and Urban
Development
Work Prog ain The services being contracted for under this Agreement.
ARTICLE II
BASIC REQUIREMENTS
The following documents must be approved by the City and must be on file with the
Department prior to the City's execution of this Agreement:
2.1 The Work Program submitted by the 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, what, where and when of the project, and
in general detail how these activities will ensure that the intended beneficiaries
will be served.
2.1.2 The schedule of activities and measurable objectives play an essential role in the
grant management system. The schedule should provide projected milestones and
deadlines for the accomplishment of tasks in carrying out the Work Program.
These projected milestones and deadlines are a basis for measuring actual
L!
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 Summary attached hereto as Exhibit "C", which shall
include: completion of the PROJECT SPONSOR's Itemized Buc get, Budget Narrative,
Salary Forecast, 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 personnel policies and procedures.
2.10 Job description and resumes for all positions funded in whole or in part under this
Agreement.
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2.11 Acceptance of:
1) Office of Management 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 "O" (Procurement Standards);
2) OMB Circular Nos. A-122 and A-21: "Cost Principles for Non -Profit Organizations
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 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,
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.
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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 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 City Manager through March 31, 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 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 Program in accordance with the written policies, procedures, and requirements as
prescribed in this Agreement, and as set forth by HUD and the City., and the Work Program is
incorporated herein and made a part of this Agreement.
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 immediately notify the
Department in writing, giving all pertinent details and indicating when the Work Program shall
begin and/or continue. It is understood and agreed that the PROJECT SPONSOR shall maintain
the level of activities and expenditures in existence prior to the execution of this Agreement.
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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) 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.
(f) The use of program income in any manner not specifically listed in the
Itemized Budget.
(g) Any proposed Solicitation Notice, Invitation for Bids, and Request for
Proposals.
(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 ("HOPWA Manual") 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 Manual is incorporated herein and made a part of this
Agreement. The City of Miami reserves the right to update this HOPWA Manual via Program
Directives. These directives and updated versions of this HOPWA Manual shall be incorporated
and made a part of this Agreement.
ARTICLE IV
FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION.
The amount of compensation payable by the City to the PROJECT SPONSOR shall be
pursuant to the rates, schedules and conditions described in Exhibit "C" attached hereto, which
and 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 ACCOUNTABILITY.
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 invoice which are found by the City, on the
basis of such audit and at its sole discretion, not to constitute reasonable and necessary
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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 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 requirements:
5.1.1 If the PROJECT SPONSOR expends $500,000.00 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 Government
Auditing Standards (GAGAS) and OMB Circular A-133. The audit shall
determine whether the financial statements are presented fairly in all material
respects in conformity with generally accepted accounting principles. In addition
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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 determine whether the
PROJECT SPONSOR has complied with laws, regulations and the provisions of
this Agreement.
A reporting package shall be submitted within the earlier of 30 days after
receipt of the auditor's report(s) or nine (9) months after the end of the audit
period. The reporting package will include the certified financial statements and
schedule of expenditures of Federal Awards; a summary schedule of prior audit
findings; the auditor's report and the corrective action plan. The auditor's report
shall include:
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(1) 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.
(2) a report on internal controls related to the financial statements and
major programs. This report shall describe the scope of testing of internal
controls and the results of the test, and, where applicable, refer to the separate
schedule of findings and questioned costs.
(3) 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
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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 findings and questioned costs.
(4) 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 $500,000 in the fiscal year it is
exempted from Federal audit requirements for that year and consequently the
audit cost is not a reimbursable expense. The City, however, may request the
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.
Where 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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ARTICLE 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
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 HOPWA Program regulations under
which the activity is eligible.
6.1.2 Records demonstrating that client meet eligibility criteria set forth in the HOPWA
Manual and that such information is provided in the form required in same.
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 funds. Such information shall be used only as a
basis for further investigation relating to compliance with any requirement
to attain or maintain any particular statistical measure by race, ethnicity, or
gender in covered programs.
(b) Documentation of actions undertaken to meet the requirements of Section
3 of the Housing and Urban Development Act of 1968, as amended (12
13
U.S.C. 1701U) relative to the hiring and training of low and moderate
income persons and the use of local businesses.
6.1.4 Financial records, in accordance with the applicable requirements 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 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
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 SPONSOR shall ensure that the Agreement Records shall be at all
times subject to and available for full access and review, inspection and audit by
the City, federal personnel and any other personnel duly authorized by the City.
6.2.2 The PROJECT SPONSOR shall include in all the Department approved
subcontracts used to engage subcontractors to carry out any eligible substantive
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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 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
term of this Agreement and after its expiration/termination as part of the final
closeout procedure, of the address where all Agreement Records will be retained.
6.2.5 The PROJECT SPONSOR shall obtain the prior written consent of the
Department to the disposal of any Agreement Records within one (1) year after
the expiration of the Retention Period.
6.3 PROVISION OF RECORDS.
6.3.1 At any time upon request by the Department, the PROJECT SPONSOR shall
provide all Agreement Records to the Department. The requested Agreement
Records shall become the property of the Department without restriction,
reservation, or limitation on their use. The Department shall have unlimited rights
15
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 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 permit 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 terms of this Agreement, and/or interview 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 with a reasonable justification for not
correcting the same. The Department will determine in its sole and absolute discretion whether
or not the PROJECT SPONSOR'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
16
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 information in connection with any related -party transaction. The term
"related -party transaction" includes, but is not limited to, a for-profit or nonprofit subsidiary or
affiliate organization, an organization with an overlapping Board of Directors and an
organization for which the PROJECT SPONSOR is responsible for appointing memberships.
The PROJECT SPONSOR shall report this information to the Department upon forming the
relationship, or if already formed, shall report such relationship prior to or simultaneously with
the execution of this Agreement. Any supplemental information shall be promptly reported to
the Department.
ARTICLE VII
OTHER PROGRAM REQUIREMENTS
7.1 The PROJECT SPONSOR shall maintain current documentation that its activities are
HOPWA eligible in accordance with 24 CFR Part 574.
7.2 The PROJECT SPONSOR shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with HOPWA funds is an activity
which provides benefit to low income persons living with HIV/AIDS.
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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 laws and
regulations described therein.
7.4 The PROJECT SPONSOR shall cooperate with the Department in attending meetings at
the request of the Department 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-DISCRIMINATION.
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 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 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.
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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 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 REVERSION OF ASSETS.
Upon expiration/termination of this Agreement, the PROJECT SPONSOR must transfer
to the City any unused HOPWA funds at the time of expiration/termination and any accounts
receivable attributable to the use of HOPWA funds.
Notwithstanding 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 HOPWA 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 -
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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 terms of this
Agreement, the City may suspend or terminate this Agreement in accordance with 24 CFR Part
85.43, as set forth more fully below in Article X of this Agreement.
7.13 SUBCONTRACTS 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 breakdown of its price components;
(d) Incorporate a provision requiring compliance with all applicable
regulatory and other requirements of this Agreement. The 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;
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(e) Incorporate the language of Section 7.15 hereof.
7.13.2 The PROJECT SPONSOR shall incorporate in all consultant subcontracts the
following 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 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
confirmation any subcontract engaging any parry 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).
7.13.5 The PROJECT SPONSOR shall receive written 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 payments resulting from this
Agreement.
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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)
with 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 FUNDS 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) 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 herein, and directing and authorizing the person
identified as the official representative of the PROJECT SPONSOR to act
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.
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(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 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 otherwise criminally or civilly
charged by a government entity (Federal, State, or local) with the
commission of any of the offenses enumerated in this Article VIII; and
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(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
PICOGRAM 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 HOPWA 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 provisions of this Agreement shall apply to such activities. Any
program income on hand when this Agreement expires/terminates or received after such
expiration/termination shall be paid to the City.
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 HOPWA 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.
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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 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 termination. 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 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 following 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.
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.
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10.1.3 Wholly or partially 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
withhold payments 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 Agreement; 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 funded by this Agreement.
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10.2.4 The Department will notify the PROJECT SPONSOR 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 TERMINATION.
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 whole or in part, in the event
the Department determines, in its sole and absolute discretion, that the PROJECT
SPONSOR is materially non-compliant with any term or provision of this
Agreement.
The Department may terminate this Agreement, in whole or in part, in the event
that the Department determines, in its sole and absolute discretion, that there
27
exists an event of default under and pursuant to the teens 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 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 tenns 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 terminate 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
services 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.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 INDEMNIFICATION.
The PROJECT SPONSOR shall covenant not to sue the City and hold the City, its
officers or official, 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 Work
Program or otherwise 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, judgments, or decrees which may be entered against the City, and from and
against all costs, attorney's fees, expenses, and liabilities incurred by the City in the defense or
investigation of any such claims or other matters.
11.2 AMENDMENTS.
No amendments to this Agreement shall be binding unless in writing and signed by both
parties hereto. Budget modifications shall be approved by the Department in writing.
11.3 OWNERSHIP 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 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
29
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 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.
11.5 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 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 pursuant to 24 CFR 570.611. The PROJECT SPONSOR further
covenants that, in the performance of this Agreement, no person having such a
conflicting interest shall be employed. Any such interest on the part of the
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
(Miami -Dade County Code Section 2-11-1) and the State of Florida (Chapter 112,
Florida Statutes), as amended, 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 ENTIRE AGREEMENT.
This instrument 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 GENERAL CONDITIONS.
11.10.1 All notices or other communications which shall or may be given pursuant to
this Agreement shall be in writing and shall be delivered by in person delivery
or by registered mail addressed to the other party at the address indicated herein
or as the 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
31
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
11. 10.2 Title and paragraph headings are for convenient 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
waiver of any subsequent breach of the same or any other provision hereof, and
no waiver shall be effective unless made in writing.
11.10.5 Should any provision, paragraph, sentence, word or phrase contained in this
- - - -- Agreement- be- determined -by a- court- of competent- jurisdiction- to --be- invalid, ---
illegal or otherwise unenforceable under the laws of the State of Florida or the
City of Miami, such provision, paragraph, sentence, word or phrase shall be
deemed modified to the extent necessary in order to conform with such laws, or
if not modifiable to conform with such laws, then same shall be deemed
severed, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect.
32
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 err,ployees; 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.
11.13 WAIVER OF JURY TRIAL.
Neither the PROJECT SPONSOR, nor any assignee, successor, heir or personal
representative of the PROJECT SPONSOR, nor any other person or entity, shall seek a jury trial
in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising
out of any of the Agreement and/or any modifications, or the dealings or the relationship
between or among such persons or entities, or any of them. Neither the PROJECT SPONSOR,
nor any other person or entity will seek to consolidate any such action in which a jury trial has
been waived with any other action. The provisions of this paragraph have been fully discussed
by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this
Agreement has in any manner agreed with or represented to any other party that the provisions of
this paragraph will not be fully enforced in all instances.
33
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized on the date above written.
ATTEST:
Name:
Title
ATTEST:
By:
Date
PROJECT SPONSOR:
Name
Mailing_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:
Priscilla A. Thompson Date Carlos A. Migoya Date
City Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
LeeAnn Brehm
Risk Management
Date Julie O. Bru
City Attorney
34
Date
EXHIBIT B — WORK PROGRAM
HOUSING SPECIALIST AND INSPECTION SERVICES FOR THE LONG
TERM TENANT BASED RENTAL ASSISTANCE PROGRAM
The responsibilities described herein are more specifically described in, and governed by,
the City of Miarni Housing Opportunities for Persons with AIDS ("HOPW,4 ") Policies
and Procedures Manual and HOPTfA Program Directives (incorporated herein by
reference and jointly referred to herein as the HOPWA Policies and Procedures° 1Vanual).
I. Housing Specialist Services:
0 The PROJECT SPONSOR will provide Housing Specialist Services and Inspection
Services in support of the HOPWA Long -Term 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 following:
• Certify applicants for participation in the HOPWA long-term rental assistance
program. Certification includes making income verifications and eligibility
determinations and computing utility allowances, tenant rent and housing
assistance.
• Conduct annual, special and move re -certifications for assigned clients within the
timeframes specified in the HOPWA Policies and Procedures Manual.
• Explain program rules and expectations, client's obligations and rights under the
program, including grievance process.
• Assist clients in identifying 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 with owners to review program
paperwork 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 within 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.
• 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.
• 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.
• 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.
• Coordinate service referrals with the clients' Ryan White and/or PAC Waiver
Case Manager.
• Perform exit inspections to ensure that deposits are returned when clients move
out.
• Explain and interpret federal and local HOPWA 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
• The PROJECT SPONSOR will schedule and complete Amiva1, 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 HOPWA 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.
• 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 within the timeframes set
forth in the Manual.
III. Meetings 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 City; and
• All program 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 ASSIGNMENT:
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 assignment to another PROJECT SPONSOR servicing the clients'
new area.
ENVIRONMENTAL CLEARANCE
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
Lroject Sponsor], a Florida not-for-profit corporation,
on behalf of the corporation. He/she is personally known to me or has produced
as identification.
Print Notary Public's Name Signature
(SEAL)
EXHIBIT C — COMPENSATION AND BUDGET SUMMARY
HOUSING SPECIALIST AND INSPECTION SERVICES FOR THE LONG
TERM TENANT BASED RENTAL ASSISTANCE PROGRAM
A. The maximum compensation under this Agreement shall be $
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 (7%) percent of the
administrative expenses can be charged to this program.
E. 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 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.
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 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.
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:
Date
SERVICES AGREEMENT
FOR
PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this day of , 2010 by and between the
City of Miami, a municipal corporation of the State of Florida ("City") and , a
Florida Corporation ("Provider")
RECITALS:
A. The City is in need of a provider to provide assistance in the development of
strategic planning activities to most effectively provide housing assistance and housing related
services to low income individuals living with HIV/AIDS; provide support in connection with
the HIV/AIDS Partnership and Housing Committee; and provide technical assistance to the City
and project sponsors ("Services").
B. Provider possesses all necessary qualifications, expertise and experience to
perform the Services.
C. The City wishes to engage the services of Provider, and Provider wishes to
perform the services for the City.
D. The Commission of the City of Miami, by Resolution No._- , adopted on
2010, authorized the City Manager to execute a contract with Provider to provide
technical support services for the City of Miami's Housing Opportunities for People With Aids
("HOPWA") Program in the amount of $
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Provider and the City agree as follows:
1
TERMS:
1. RECITALS: The recitals are true and correct and are hereby incorporated into and
made a part of this Agreement.
2. TERM: The end date of this agreement shall be March 31, 2011, with the City of
Miami retaining the option to extend rhe term hereof for a period not to exceed one (1) year,
subject to Program availability and appropriation of grant funds.
3. EFFECTIVE DATE: The Effective Date of this Agreement shall be the latter of
October 1, 2010 or the date on which the City Clerk attests the signature of the City Manager.
4. SCOPE OF SERVICE:
A. Provider agrees to provide the Services, commencing October 1, 2010 and as
specifically described, and subject to the special terms and conditions set forth in Attachment
"A" hereto, which by this reference is incorporated into and made a part of this Agreement.
B. Provider represents and warrants to the City that: (i) it possesses all
qualifications, licenses and expertise required for the performance of the Services; (ii) it is not
delinquent in the payment of any sums due the City, including payment of permits fees,
occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all
personnel assigned to perform the Services are and shall be, at all times during the term hereof,
fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be
perforined in the manner described in Attachment "A".
5. COMPENSATION:
A. The amount of compensation payable by the City to Provider shall be based on
the rates and schedules described in Attachment "B" hereto, which by this reference is
2
incorporated into this Agreement, provided, however, that in no event shall the amount of
compensation exceed $
B. Unless otherwise specifically provided in Attachment "B", payment shall be made
within thirty (30) days after receipt of Provider's invoice, which shall contain sufficient detail, to
allow a proper audit of expenditures, should City require one to be performed. If Provider is
entitled to reimbursement of travel expenses (i.e. Attachment `B" includes travel expenses as a
specific item of compensation), then all bills for travel expenses shall be submitted in accordance
with Section 112.061, Florida Statutes.
6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any
information, document, report or any other material whatsoever which is given by the City to
Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms
of this Agreement is and shall at all times remain the property of the City. Provider agrees not to
use any such information, document, report or material for any other purpose whatsoever without
the written consent of City, which may be withheld or conditioned by the City in its sole
discretion.
7. AUDIT AND INSPECTION RIGHTS:
A. The City may, at reasonable times, and for a period of up to five (5) years
following the date of final payment by the City to Provider under this Agreement, audit, or cause
to be audited, those books and records of Provider which are related to Provider's performance
under this Agreement. Provider agrees to maintain all such books and records at its principal
place of business for a period of five (5) years after final payment is made under this Agreement.
B. The City may, at reasonable times during the term hereof, inspect Provider's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
3
the goods or services required to be provided by Provider under this Agreement conform to the
terms hereof, if applicable. Provider shall make available to the City all reasonable facilities and
assistance to facilitate the performance of tests or inspections by City representatives. All tests
and inspections shall be subject to, and made in accordance with, the provisions of Section 18-
55.2 of the Code of the City of Miami, Florida, as it may be amended or suppl?mented, from
time to time.
8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it
has not employed or retained any person or company 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 any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection
with, the award of this Agreement.
9. PUBLIC RECORDS: Provider understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to City contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public
to all documents subject to disclosure under applicable law. Provider's failure or refusal to
comply with the provisions of this section shall result in the immediate cancellation of this
Agreement by the City.
10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider
understands that agreements between private entities and local governments are subject to certain
laws and regulations, including laws pertaining to public records, conflict of interest, record
keeping, etc. City and Provider agree to comply with and observe all applicable federal, state
and local laws, rules, regulations, codes and ordinances, as they may be amended from time to
time.
EI
11. INDEMNIFICATION: Provider shall indemnify, defend, covenant not to sue, and
hold harmless the City and its officials, officers, employees and agents (collectively referred to
as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages,
claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities")
by reason of any injury to or death of any person or damage to or destruction or loss of any
property arising out of, resulting from, or in connection with (i) the performance or non-
performance of the services contemplated by this Agreement which is or is alleged to be directly
or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether
active or passive) of Provider or its employees, agents or subcontractors (collectively referred to
as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether
joint, concurrent or contributing) by any act, omission, default or negligence (whether active or
passive) of the Indemnities, or any of them or (ii) the failure of the Provider to comply with any
of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other
regulations or requirements of any governmental authority, federal or state, in connection with
the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless
the Indemnities, or any of them, from and against all liabilities which may be asserted by an
employee or former employee of Provider, or any of its subcontractors, as provided above, for
which the Provider's liability to such employee or former employee would otherwise be limited
to payments under state Workers' Compensation or similar laws.
12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement,
or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the
occurrence of a default hereunder the City, in addition to all remedies available to it by law, may
immediately, upon written notice to Provider, terminate this Agreement whereupon all payments,
5
advances, or other compensation paid by the City to Provider while Provider was in default shall
be immediately returned to the City. Provider understands and agrees that termination of this
Agreement under this section shall not release Provider from any obligation accruing prior to the
effective date of termination. Should Provider be unable or unwilling to commence to perform
the Services within the time provided or contemplated herein, then, in addition to the foregoing,
Provider shall be liable to the City for all expenses incurred by the City in preparation and
negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -
procurement of the Services, including consequential and incidental damages.
13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that
all disputes between Provider and the City based upon an alleged violation of the terms of this
Agreement by the City shall be submitted to the City Manager for resolution, prior to Provider
being entitled to seek judicial relief in connection therewith.
14. CITY'S TERMINATION RIGHTS:
A. The City shall have the right to terminate this Agreement, in its sole discretion, at
any time, by giving written notice to Provider at least five (5) business days prior to the effective
date of such termination. In such event, the City shall pay to Provider compensation for services
rendered and expenses incurred prior to the effective date of termination. In no event shall the
City be liable to Provider for any additional compensation, other than that provided herein, or for
any consequential or incidental damages.
B. The City shall have the right to terminate this Agreement, without notice or
liability to Provider, upon the occurrence of an event of default hereunder. In such event, the
City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the
City all amounts received while Provider was in default under this Agreement.
C
15. INSURANCE: At all times during the term hereof, the Provider shall maintain
insurance acceptable to the City. Prior to commencing any activity under this Agreement, the
Provider shall furnish to the City original certificates of insurance indicating that the Provider is
in compliance with the provisions described in Exhibit "C" attached hereto, which by this
reference is incorporated into this Agreement.
16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider
does not and will not engage in discriminatory practices and that there shall be no discrimination
in connection with Provider's performance under this Agreement on account of race, color, sex,
religion, age, handicap, marital status or national origin. Provider further covenants that no
otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age,
handicap, marital status or national origin, be excluded from participation in, be denied services,
or be subject to discrimination under any provision of this Agreement.
17. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in
part, without the prior written consent of the City's, which may be withheld or conditioned, in
the City's sole discretion.
18. NOTICES: All notices or other communications required under this Agreement shall
-- - be in writing and shall be given by hand -delivery -y or by registered or certified U.S. Mail, return
receipt requested, addressed to the other parry at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
7
TO PROVIDER: TO THE CITY:
Carlos A. Migoya
City Manager
3500 Pan American Drive
Miami, FL 33133
Julie O. Bru
City Attorney
Office of the City Attorney
444 SW 2nd Avenue, 9h Floor
Miami, FL 33130
19. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
B. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D.-- - Should- any provisions paragraph, sentenced word- or phrase- contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
E
E. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto.
20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
21. INDEPENDENT CONTRACTOR: Provider has been procured and is being
engaged to provide services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or
benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally
afforded classified or unclassified employees. Provider further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to Provider,
and agrees to provide workers' compensation insurance for any employee or agent of Provider
rendering services to the City under this Agreement.
22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and the Agreement is
subject to amendment or termination due to lack of funds, reduction of funds and/or change in
regulations, upon thirty (30) days notice.
23. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
only agreement of the parties relating to the subject matter hereof and correctly set forth the
rights, duties, and obligations of each 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.
E
24. COUNTERPARTS: This Agreement may be executed in three (3) counterparts, each of
which shall constitute an original but all of which, when taken together, shall constitute one and
the same agreement.
25. WAIVER OF JURY TRIAL. Neither the SUB -RECIPIENT, nor any assignee,
successor, heir or personal representative of the SUB -RECIPIENT, nor any other person or
entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation
procedure based upon or arising out of any of the Agreement and/or any modifications, or the
dealings or the relationship between or among such persons or entities, or any of them. Neither
the SUB -RECIPIENT, nor any other person or entity will seek to consolidate any such action in
which a jury trial has been waived with any other action. The provisions of this paragraph have
been fully discussed by the parties hereto, and the provisions hereof shall be subject to no
exceptions. No party to this Agreement has in any manner agreed with or represented to any
other party that the provisions of this paragraph will not be fully enforced in all instances.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
written.
ATTEST:
Print Name:
Title: Corporate Secretary
ATTEST:
Priscilla Thompson
City Clerk
Name
A Florida corporation
By:
Date Signature
Title
SEAL
CITY OF MIAMI, a municipal
corporation
By:
Date Carlos Migoya
City Manager
Date
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru Date
City Attorney Risk Management
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Date
Date
ATTACHMENT A
SCOPE OF SERVICES
Technical Support Services Work Scope
FY 2010-2011 HOPWA Program
President Date
CompanyName
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ATTACHMENT B
COMPENSATION AND PAYMENT SCHEDULE
A. The maximum compensation under this Agreement shall be $
B. All payments shall be for services provided only during the term of this Agreement, and in
compliance with the previously approved Work Program (EXHIBIT A) 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.
C. During the term hereof and for a period of five (S) years following the date of the payment
made hereunder, the CITY shall have the right to review and audit the related records of the
Provider pertaining to any payments by the CITY.
D. The Provider must submit the request for final payment to the CITY within 30 calendar days
following the expiration date or termination date of this Agreement in a form provided by the
Department. If the Provider fails to comply with this requirement, the Provider shall forfeit
all rights to payment and the CITY shall not honor any request submitted thereafter.
E. Any payment due under this Agreement may be withheld pending the receipt and approval
by the CITY of all reports due from the Provider as a part of this Agreement and any
modifications thereto.
President Date
Name
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