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HomeMy WebLinkAboutexhibit-agreement)1 ofP SUB -RECIPIENT AGREEMENT CDBG FUNDS THIS AGREEMENT is made this day of April, 2004 by and between the City of Miami, a municipal corporation of the State of Florida, ("CITY") and the Southeast Overtown/Park West Community Redevelopment Agency, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, ("SUB -RECIPIENT"). RECITALS A. The Miami City Commission approved and adopted the Southeast Overtown/Park West Community Redevelopment Plan by Resolutions Nos. R-82- 755 and R-85-1247. B. The Dade County Board of County Commissioners created the Southeast Overtown/Park West Community Redevelopment Agency by Ordinance No. 1677-82. C. The SUB -RECIPIENT was created to eliminate slum and blight in accordance with its Redevelopment Plans through infrastructure and other quality of life improvements. D. SUB -RECIPIENT is eligible to receive financial assistance in the form of Community Development Block Grant funds ("FUNDS") to undertake activities eligible for such assistance under Title I of the Housing and Community Development Act of 1974 (the "ACT"). E. SUB -RECIPIENT has applied to the CITY for a grant (the "GRANT") to assist with economic development and infrastructure activities associated with various projects (the "PROJECTS") and in connection therewith, has submitted to the CITY evidence documenting the eligibility of its activities for financial assistance under the ACT. F. The CITY has determined that it has the necessary funds to make the GRANT to the SUB -RECIPIENT from the Community Development Block Grant Program. G. The City Commission, by Resolutions as described in Exhibit A approved the allocation of the FUNDS to the SUB -RECIPIENT, for the PROJECTS described in the Work Programs attached as Exhibit A to this Agreement, and subject to the terms and conditions, set forth herein. NOW, THEREFORE in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: TERMS 1. RECITALS. The Recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. 2. GRANT. Subject to the terms and conditions set forth herein and the SUB-RECIPIENT's compliance with all of its obligations hereunder, the CITY hereby agrees to make available to the SUB -RECIPIENT $ of the FUNDS to be used for the purposes set forth herein and disbursed in the manner hereinafter provided. Page 2 of 21 3. USE OF FUNDS. The FUNDS shall be used exclusively for the "PROJECTS" as more specifically described in the Work Programs attached hereto as Exhibit A. SUB -RECIPIENT represents and warrants that the FUNDS shall be used in strict compliance with the policies and procedures described in Section 5 below. 4, CONDITIONS PRECEDENT TO FUNDING OF GRANT. Prior to disbursing any funds under this Agreement, the SUB -RECIPIENT shall deliver to the CITY the following documents, all in form and substance satisfactory to the CITY: a. Resolution authorizing execution and performance of this Agreement by the SUB -RECIPIENT. b. Work Program(s) which shall describe, in detail, the work to be performed with the FUNDS. Each Work Program shall contain, at a minimum, the following information: (i) nature of the PROJECT and activities, including the benefits provided; (ii) how the PROJECT will serve the intended beneficiaries of the PROJECT once it is completed; (iii) a schedule for completing the work including projected deadlines and milestones for portions or phases of the PROJECT, and (iv) such other information as may be necessary or required by the CITY to provide a sound basis for it to effectively monitor the SUB-RECIPIENT's performance. Page 3of21 c. A detailed Budget by PROJECT which shall include the SUB-RECIPIENT's Program/Line Item Budget/Expenditure Justification, Cost Allocation Disclosure form, Staff Salaries Schedule, if applicable, and budget for program -generated revenues attached hereto as Exhibit B. d. Copies of all contracts, subcontracts and management and professional agreements funded or to be funded in whole or in part under this Agreement for the PROJECT. e. List of key persons, indicating their titles, who will carry out each PROJECT. f. Completion of Authorized Representative Statement. g. Job Descriptions and Resumes for all positions funded or to be funded in whole or in part under this Agreement. 5. COMPLIANCE WITH POLICIES AND PROCEDURES. SUB -RECIPIENT understands that the use of the FUNDS is subject to federal regulations which require specific reporting, record keeping, administrative procedures, as well as contracting guidelines and other requirements affecting the activities funded by the FUNDS and, to a great extent, the day-to-day operations of the SUB -RECIPIENT. SUB -RECIPIENT acknowledges receipt of the CITY'S guidelines, which include the policies and procedures applicable to the PROJECTS and which incorporate the applicable federal guidelines and regulations. SUB -RECIPIENT convenants and agrees to comply, and represents and warrants Page 4 of 21 to the CITY that the work shall be performed in accordance, with all of the requirements, terms and conditions contained therein as the same may be amended during the term hereof. The CITY's guidelines are hereby incorporated herein and by this reference are made a part hereof. Without limiting the generality of the foregoing, the SUB -RECIPIENT, also represents and warrants that it will comply, and the work will be performed in accordance, with applicable uniform administrative requirements described in 24 CFR 570.502, all federal laws and regulations described in 24 CFR 570 subpart K and all applicable federal, state and local codes, laws rules and regulations; provided, however, that the SUB -RECIPIENT shall not assume the CITY's environmental responsibilities described in 24 CFR 570.607 nor the CITY's responsibility for initiating the review process under Executive Order 12372. SUB -RECIPIENT will also comply with the national objectives requirements as described in 24 CFR 570.208(a)(4) with respect to the PROJECTS. 6. SCOPE Of SERVICES. For each PROJECT: 6.1 SUB -RECIPIENT shall perform the work or cause the work to be performed in a lawful, satisfactory and proper manner and within the time stated in the Work Program. 6.2 All contractors or subcontractors hired for the PROJECT shall be duly Licensed and must be selected in accordance with Office of Management and Budget Circular No. A-110 and shall file, if Page 5 of 21 applicable, IRS Form 1099 for all persons providing consultant services to the PROJECT at a cost in excess of $400.00. 6.3 SUB -RECIPIENT, and all contractors or subcontractors engaged in the PROJECT, shall comply with Davis -Bacon Act wage requirements which shall apply to all construction, rehabilitation and other labor-intensive work utilizing the FUNDS in an amount in excess of $2,000.00. Additionally, the SUB -RECIPIENT and all contractors and subcontractors shall abide by the Federal Labor Standards provision of U.S. HUD form 4010 which is hereby incorporated into and made a part of this Agreement. 6.4 SUB -RECIPIENT shall advertise the work for bids. Bid requirements shall include the CITY's paint specifications, guarantees, bonding and insurance requirements and shall provide, specifically, that the use of lead based paint in structures rehabilitated with the FUNDS is strictly prohibited. In order to award the contract for the performance of the work, and minimum of three (3) bids shall be received, from which the SUB -RECIPIENT shall select the lowest bidder and/or best offer. SUB -RECIPIENT and the successful bidder shall execute a contract which shall contain the requirements imposed by. the Policies and Procedure Manual for Sub -Recipients and complies Page 6of21 with the terms of this Agreement. Where the PROJECT consists of general renovations, the SUB -RECIPIENT shall ensure that all life/safety requirements are met, including ADA requirements. Notwithstanding the foregoing, and upon approval by the Department of Community Development, SUB - RECIPIENT may retain any contractor under an existing contract with the CITY, Miami -Dade County or the State of Florida retained by the CITY, Miami -Dade County or the State of Florida through a competitive bid process without SUB - RECIPIENT undergoing a competitive bid process by SUB -RECIPIENT buying off of the existing CITY, Miami -Dade County or the State of Florida contract. In addition, with respect architectural and consulting services, notwithstanding the foregoing, and upon approval by the Department of Community Development, SUB -RECIPIENT may retain any architect or consultant under an existing contract with the CITY, Miami -Dade County or the State of Florida retained by the CITY, Miami -Dade County or the State of Florida through a competitive selection process by buying off of the existing CITY, Miami -Dade County or State of Florida contract. 6.5 SUB -RECIPIENT shall ensure that the contractor promptly notifies the SUB -RECIPIENT when the work is completed, and Page 7 of 21 that a Certification and Acceptance of Work, signed by the PROJECT architect and the SUB -RECIPIENT, is delivered to the CITY. Upon receipt of the Certification and Acceptance of Work, the CITY shall perform such inspection(s) and/or review(s) as it deems necessary. 7. BONDING AND INSURANCE. With respect to each PROJECT, SUB -RECIPIENT shall maintain insurance and bonding coverages as required by the CITY's Risk Management Department. Prior to commencing any PROJECT, the SUB -RECIPIENT shall furnish to the CITY original certificates of insurance and bonding indicating that the SUB -RECIPIENT is in compliance with the provisions of this Article. SUB -RECIPIENT shall provide the following coverages with respect to each PROJECT: a. Insurance coverage acceptable to the CITY's Risk Management Department and that requires the insurance carrier to give the CITY at least 14 days prior notice of termination, cancellation or expiration of the insurance policy. b. Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the amount of the GRANT. The City shall be named as Loss Payee. c. Current liability insurance shall be in amount of not less than $1,000,000.00 General Aggregate, which shall include fire Page 8 of 21 liability. The CITY shall be named as Primary Additional Insured, and there shall be no exclusions in such policies to override the CITY's coverage. d. The SUB -RECIPIENT shall provide the CITY with proof of Automobile Liability Coverage in amount of not less than $300,000.00 for each driver, Bodily Injury and Property Damage combined, if SUB -RECIPIENT is to be reimbursed for mileage by the CITY. e. The SUB -RECIPIENT shall obtain Workers' Compensation and Employers' Liability coverage as per statutory requirements. Compliance with the foregoing requirements shall not relieve the SUB - RECIPIENT of its liability and obligations under this section, or under any other section of this Agreement. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. 8.1 The SUB -RECIPIENT understands and acknowledges that the CITY must meet certain record keeping and reporting requirements with regard to the grant of the FUNDS to ensure that said FUNDS are used in accordance with the applicable program requirements. In order to enable the CITY to comply with its record keeping and reporting requirements, the SUB - RECIPIENT agrees to maintain all records and comply with all requirements to document that the activities being funded by Page 9 of 21 the GRANT will benefit low to moderate income persons as described in 24 CFR 570.208(a)(4). Without limiting the generality of the foregoing, the SUB -RECIPIENT agrees to comply with the Program Income requirements described in Section 9 below and to maintain the records as described. in 24 CFR 570.06. 8.2 The CITY shall have the right to conduct audits of the SUB- RECIPIENT's records and to visit each PROJECT and observe performance of the work in order to conduct its monitoring and evaluation activities. The SUB -RECIPIENT agrees to cooperate with the CITY in the performance of these activities. 8.3 The SUB-RECIPIENT's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CITY of any inconsistent, incomplete or inadequate information shall be grounds for the immediate termination of this Agreement by the CITY. 9. PROGRAM INCOME. 9.1 "Program Income" is defined in 24 CFR 570,500(a) to mean "gross income received by the recipient or a sub -recipient directly generated from the use of CDBG funds". The definition of Program Income includes, but is not limited to proceeds or Page 10 of 21 income from the disposition by sale or lease of real property purchased or improved with CDBG funds. 9.2 The SUB -RECIPIENT understands and agrees that any Program Income received by the SUB -RECIPIENT from any of the PROJECTS shall be returned to the CITY unless the CITY in its sole discretion agrees to permit the SUB -RECIPIENT to use such income for other "eligible activities". 10. CITY's RESPONSIBILITY FOR MONITORING. The CITY is responsible for ensuring that the FUNDS are used in accordance with the applicable program requirements and for determining the adequacy of the SUB-RECIPIENT's performance under this Agreement. Accordingly, the SUB-RECIPIENT's compliance with the terms hereof is of the essence to this Agreement. The CITY's Department of Community Development will monitor the fiscal and programmatic operations of each PROJECT. To this end, the SUB - RECIPIENT shall make available to the CITY, upon the CITY's request, all financial, operational and other documents required by the CITY in this connection. 11. DISBURSEMENT OF FUNDS. The CITY shall make a portion of the FUNDS available to the SUB -RECIPIENT to perform the work described in each Work Program. The FUNDS shall be disbursed as follows: a. The SUB -RECIPIENT shall submit all invoices as they become due to the Department of Community Development for payment. Page 11 of 21 b. Each invoice shall be accompanied by all supporting documentation including the signature of the SUB-RECIPIENT's Executive Director and shall be approved for payment by the Director of the Department of Community Development or his or her designee. c. Payment for all approved invoices shall be made within thirty (30) days following receipt by the Department of Community Development as long as the work is performed in accordance with all of the requirements, terms and conditions contained in this Agreement. 12. SEPARATION OF CHURCH/STATE. As a general rule, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities. 24 CFR 570.200(j) sets forth certain restrictions and limitations applicable to the use of CDBG funds for religious related activities. These restrictions and limitations shall be observed at all times. 13. TERM. The term of this Agreement shall commence on the date it is fully executed by all parties and shall end on the date on which all of the obligations, rights and responsibilities of the parties shall terminate, as herein provided. 14. REMEDIES FOR NONCOMPLIANCE. If the SUB -RECIPIENT materially fails to perform any of its obligations or covenants hereunder, or Page 12 of 21 materially breaches any of the terms contained herein, then the CITY shall have the right to take one or more of the following actions: a. Temporarily withhold cash payments pending correction of the deficiency by the SUB -RECIPIENT. b. Disallow (that is, deny both use of the FUNDS and matching credit for) all or part of the cost of the PROJECT not in compliance. c. Wholly or partly suspend or terminate the current award in accordance with 24 CFR 85.43. d. Withhold further awards for the PROJECT(S), or e. Take such other remedies that may be legally advisable. 15. TERMINATION FOR CONVENIENCE. The CITY may terminate this Agreement for convenience in accordance with the provisions of 24 CFR 85.44. 16. NONDISCRIMINATION. The SUB -RECIPIENT, for itself and on behalf of its contractors and subcontractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, marital status, or handicap in connection with its performance under this Agreement. Furthermore, the SUB -RECIPIENT represents that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, religion, national origin, age, marital status, or handicap, be excluded from participation in, be denied benefits of, or be subjected to discrimination under, any program or activity receiving federal financial assistance. Page 13 of 21 17. CONFLICT OF INTEREST. The SUB -RECIPIENT convenants that no person under it employ, who presently exercises any functions or responsibilities in connection with CDBG-funded activities hereunder has any personal financial interest, direct or indirect, in this Agreement. The SUB -RECIPIENT further convenants that in the performance of this Agreement, no person having such conflicting interest shall be employed. The SUB -RECIPIENT is aware of the conflict of interest laws of the City of Miami (City of Miami Code, Chapter 2, Article V), Miami -Dade County, Florida (Dade County Code, Section 2011-.1), and the State of Florida, and agrees that it shall fully comply in all respects, with the terms thereof. 18. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 19. INDEMNIFICATION. The SUB -RECIPIENT shall indemnify and save harmless the CITY, its agents, officers, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise out of the SUB-RECIPIENT's performance under this Agreement, including all acts or omissions to act on the part of the SUB -RECIPIENT and any of its contractors/subcontractors, employees, agents and any person action for or on their behalf, and from and against any and all costs, attorney's fees, expenses and liability in relation to any orders, judgments, or decrees which may be entered Page 14 of 21 against the CITY; and all costs, expenses and liabilities incurred by the CITY in connection with the defense of any such claims or in the investigation thereof. 20. AMENDMENTS. No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 21. OWNERSHIP OF DOCUMENTS. All documents developed by the SUB -RECIPIENT or at its request pursuant to this Agreement shall be delivered to the CITY upon completion of the work contemplated by this Agreement, and shall become the property of the CITY, without restriction or limitation on its use. The SUB -RECIPIENT 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 Statues. It is further understood by and between the parties that any document which is given by the CITY to the SUB -RECIPIENT pursuant to this Agreement shall at all times remain the property of the CITY, and shall not be used by the SUB -RECIPIENT for any other purposes whatsoever, without the written consent of the CITY. 22. AWARD OF AGREEMENT. The SUB -RECIPIENT warrants 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. 23. NON-DELEGABILITY. The obligations of the SUB -RECIPIENT under this Agreement shall not be delegated or assigned to any other party without the Page 15 of 21 CITY's prior written consent, which may be withheld by the CITY in its sole discretion. Nothing contained herein shall prohibit the contracting or subcontracting of services by the SUB -RECIPIENT for the performance of the work contemplated by this Agreement. 24. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according with Florida law. 25. TERMINATION OF AGREEMENT. The CITY retains the right to terminate this Agreement at any time without penalty to the CITY. In that event, the CITY shall give written notice of termination to the SUB -RECIPIENT, who shall be paid for those services performed prior to the date of its receipt of notice of termination. In no case, however, shall the CITY pay the SUB -RECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood that any payment made in accordance with this Section shall be made only if no default has occurred in the performance of this Agreement. If the SUB - RECIPIENT is in default, or if the work contemplated hereunder is not being performed in accordance with the provisions hereof, the CITY shall not be obligated and shall not pay to the SUB -RECIPIENT any sums due hereunder. 26. REVERSION OF ASSETS. The SUB -RECIPIENT shall return to the City upon the expiration or termination of this Agreement any CDBG Funds on hand, any accounts receivable attributable to the CDBG Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the SUB -RECIPIENT by the City. Any Page 16 of 21 funds not earned by the SUB•RECIPIENT prior to the expiration or termination of this Agreement shall be retained by the City. 27. GENERAL CONDITIONS. A. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, 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. 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 Dept. of Community Development 444 S.W. 2nd Avenue, 2d Floor Miami, Florida 33130-1910 Attention: Barbara Gomez -Rodriguez SOUTHEAST OVETOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 49 N.W. 5th Street, Suite 100 Miami, Florida 33128 Attention: Frank K. Rollason, Exec. Dir. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. D. 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. Page 17 of 21 E. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the CITY, then 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, that 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. 28. INDEPENDENT CONTRACTORS. The SUB -RECIPIENT, its contractors, sub -contractors, 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. 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 30. ASSURANCES AND CERTIFICATIONS. The SUB -RECIPIENT assures and certifies that: Page 18 of 21 a. All expenditures of the FUNDS will be made in accordance with the stated Budget allocation as approved by the City Commission. b. The FUNDS will not be co -mingled with any other funds, and separate bank accounts and accounting records will be maintained. c. The expenditures of the FUNDS will be properly documented and such documentation will be maintained on file. d. Periodic progress reports will be provided to the CITY, as requested by the CITY. e. The SUB -RECIPIENT will be liable to the CITY for any FUNDS expended in a manner inconsistent with the work programs and work plans for the PROJECTS. f. No activity under this Agreement shall involve political activities. g. The SUB -RECIPIENT possesses legal authority to enter into this Agreement; a resolution, motion or similar action has been duly adopted or passed as an official act of the SUB- RECIPIENT's governing body, authorizing the execution of this Agreement and identifying the official representative of the SUB -RECIPIENT to act in connection with this Agreement and to provide such additional information as may be required. Page 19 of 21 31. ENTIRE AGREEMENT. This Agreement and its attachments constitute the sole and only agreement of the parties hereto relating to the GRANT and correctly set forth the rights, duties and obligations of the parties hereto. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their officials duly authorized. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SUB -RECIPIENT") ATTEST: By: Priscilla A. Thompson Frank K. Rollason Clerk of the Board Executive Director ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Priscilla A. Thompson City Clerk By: Joe Arriola City Manager Page 20 of 21 Approved as to Form and Approved as to Insurance Correctness: Requirements: Alejandro Vilarello Dania F. Carrillo City Attorney Administrator, Risk Management Page 21 of 21