HomeMy WebLinkAboutprogram agreementCITY OF M1IIAM1, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT
ECONOMIC DEVELOPMENT PROGRAMS AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this LA day of
, . 1, between the City of Miami, a municipal corporation of the State of Florida
(hereinafter referred to as the "CITY"), and f 1, a Florida not :for
profit corporation (hereinafter referred to us the "SUBRECI.PIENT").
FUNDING SOURCE: Community Development :Block Grant Funds
AMOUNT: [$ 1
TERM OF THE AGREEMENT: October 1, 2002 through September 30, 2003
IDIS NUMBER: [ 1
SCI NUMBER: [ J
ADDRESS: [ 1
[Miami, Florida 1
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth,
the parties understand and agree as follows:
ARTICLE I
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS, Attached hereto and forming a part of this Agreement arc the following Exhibits:
Exhibit A Corporate Resolution Authorizing Execution of this Agreement.
Exhibit B Work Program
Exhibit C Budget Summary
Exhibit D Certification Regarding Lobbying Form
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Exhibit E Certification Regarding Debarment, Suspension and other Responsibility
Matters (Primary Covered Transactions Form).
Exhibit F Clinic Entity Affidavit
1.2 DEFINED TERMS.
Act or 24 CFR 570
Agreement Records:
CDBG Program:
CDI3G Requirements:
Detmartment:
Federal Award:
As used herein the fallowing temis shall mean:
Low- and -Moderate- income
Person:
U.S, HUD or HUD:
Title 1 of the Housing and Community
Development Act of 1974, as amended.
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 SUBRECIPIENT or any
subcontractor in carrying out the duties and
obligations required by the terms of this Agreement.
including, but not limited to, financial books and
records. ledgers, drawings, maps, pamphlets,
designs, electronic tripes, computer drives and
diskettes or surveys.
Community Development Block Grant Program.
The requirements contained in 24 CFR Part 570,
Rule 91 of the Florida Administrative Code and as
established by the City of -Miami, Florida.
The City of Miami Department of Community
Development.
Any federal funds received by the SUBRECIPIENT
from any source during the period of time in which
the SUBRECIPIENT is performing the obligations
set forth in this Agreement.
A member ofa low- or moderate -income family
►►hose i ncome i s w ithin s pecific i ncome 1 evels set
forth by U.S. THUD.
The United States Department of Housing and
Urban Development.
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ARTICLE I1
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 SUBRECIPIENT to the CITY which shall become
attached hereto as Exhibit B to this Agreement and shall include the following:
2.1.1 The description section shall detail the activities to be carried out by the
SUBRECIPIENT. It should specifically describe the activities to be carried out
as a result of the expenditure of CDBG Funds. Where appropriate it should list
measurable objectives, define the who, what, where and when of the project. and
in general detail how these activities will ensure that the intended beneficiaries
will he served.
2.1.2 The schedule of activities and measurable objectives plays 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
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 SUBRECIPIENT under this Agreement.
The Budget Summary attached hereto as Exhibit C. which shall include: completion of
the SIJBR.ECIPIENT'S Itemized Budget, Cost Allocation, Budget Narrative and Staff
Salaries Schedule.
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2.3 A list of the SUBRECIPIENT'S present officers and members of the Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion ofa Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT'S corporate personnel policies and procedures.
2.8 Job description and resumes for all positions funded in whole or in part under this
Agreement.
2.9 A letter of accepting the Office of Management and Budget ("OMB") Circular No.A-87
"Principles for Determining Costs Applicable to Grants and Agreements with State,
Local and Federally recognized Indian Tribal Governments;" 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); OMB Circular Nos. A-122
and A-21,: "Cost Principles for Non -Profit Organizations and Cost Principles for
Educational Institutions," as modified by 24 CFR Section570.502(a)(b); "Applicability of
Unifirm Administrative Requirements" o f t he C DBG Program R cgulations Final Rule
and Lead Based Paint Regulations 24 CFR Part 35.
2.10 Copy of the SUBRECIPIENT'S last federal income tax return (IRS Form 990).
2. 1 1 The following corporate documents:
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(i) Bylaws. resolutions and incumbency certificates for the SUBRECIPIENT, certified
by the SUBRECIPIEN r'S Corporate Secretary, authorizing the consummation of
the transactions contemplated hereby, all in a form satisfactory to the CITY.
2.11 ADA Certification
2.I3 Drug Free Certification
2.14 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 by in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
This Agreement shall begin on [October 1, 2002 and end on September 30, 20031.
3.3 OBLIGATIONS OF SUBRECIPIENT:
The SUBRECIPIENT shall carry out the services and activities as prescribed in its Work
Program, w hich i s a ttached a rid i ncorporated h erein and rn ade a p art o f t his Agreement, i n a
manner that is lawful, and satisfactory to the CITY, and in accordance with the written policies,
procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the
CiTY.
3.4 POLiCI.ES AND PROCEDURES MANUAL:
The SUBRECIPIENT is aware of and accepts the "Policies and Procedures Manual for
Community Development Block Grant Suh-recipients" as the official document which outlines
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the fiscal, administrative and federal guidelines which shall regulate the day-to-day operations of
the SUBRECIPIENT. The "Policies and Procedures Manual for Community Development
Block Grant Sub -recipients" is incorporated herein and made a part of this Agreement.
3.5 LEVEL OF SERVICE:
Should start-up time for the Work Program be required or in the event of the occurrence
of any delays in the activities thereunder, the SUBRECIPIENT shall immediately notify .the
Department in writing, giving all pertinent details and indicating when the Work Program shall
begin and/or continue. It is understood and agreed that the SUBRECIPIENT shall maintain the
level of activities and expenditures in existence prior to the execution of this Agreement. Any
activities funded through or as a result of this Agreement shall not result in the displacement of
employed workers, impair existing agreements for services or activities, or result in the
substitution, of funds allocated under this Agreement for other funds in c onncction with work
which would have been performed in the absence of this Agreement.
ARTICLE IV
CDBG FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COM PENSATION
A. The CITY shall pay the SUBRECIPIENT, as maximum compensation for the
services required pursuant to this Agreement the sum of [$60,OOO.00.1
B. During the term hereof and fora period of three (3) years following the date of the
last payment made hereunder, the CITY shall have the right to review and audit
the time records and related records of the SUBRECIPIENT pertaining to any
payments by the CITY.
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C. All payments shall be reimbursements for expenditures incurred only during the
term of this Agreement. and in compliance with the previously approved program
line -item Itemized Budget. Each written request for payment: reimbursement shall
contain a statement declaring and a ffirming t hat a 11 c xpcnditures w ere m ade i n
accordance with the approved budget. All documentation in support of each
request shall be subject to approval by the CITY at the time the request is made
and all invoices are required to be paid by the SUBRECIPIENT prior to
submission. All reimbursements must be in line -item form and be in accord with
this Agreement. All expenditures must be verified by the original invoice with a
copy of the check which was used to pay that specific invoice. Within 60 days of
submitting each reimbursement request, copies of the canceled checks evidencing
the payments by the SUBRECiPIENT for which reimbursement has been
requested shall be submitted. In the event that an invoice is paid by various
funding sources. a copy of the invoice may be s ubmitted but must indicate the
exact amount paid by various funding sources equaling the total of the invoice.
No m iscellaneous categories s hall b e accepted as a line -item i n the budget. A
maximum of two (2) requests for line -item changes are allowable, with prior
review and approval by the CITY. All line -item changes must be made sixty (60)
days prior to the end of the term of the Agreement.
D. Requests for payment should be made at least on a monthly basis.
Reimbursement requests should be submitted to the CITY within thirty (30)
calendar days after the indebtedness has been incurred. Failure to comply with
these time frames for requesting reimbursement/payment may result in the
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rejection of those invoices within the reimbursement package which do not meet
these requirements.
E. The SUBRECIPIENT must submit the final request for payment 10 the CITY
within 30 calendar days following the expiration date or termination date of this
Agreement. If the SUBRECIPIENT fails to comply with this requirement, the
SUBRECIPIENT shall I:orfeit all rights to payment and the CITY shall not honor
any request submitted thereafter.
F. Any payment due under this Agreement may be withheld pending the receipt and
approval by the CJTY of all reports due from the SUBRECIPIENT as a part of
this Agreement and any modifications thereto.
4.2 BONDING AND INSURANCE:
At all times during the term hereof, the SUBRECIPIENT shall maintain insurance and
bonding coverage acceptable to the CITY. Prior to commencing any activity under this
Agreement, the SUBRECIPIENT shall furnish to the CITY original certificates of insurance and
bonding indicating that the SUBRECIPIENT is in compliance with the provisions of this Article.
4.2.1 The SUBRECIPIENT shall provide the following coverage:
(i) Comprehensive General Liability and umbrella liability coverage in an
amount not less than S1,000,000.00 per person per occurrence, protecting
the CiTY and the SUBRECIPIENT against liability incidental to the use
of, or resulting from an accident occurring on or about, its property,
including coverage for: (a) fire. explosion, collapse and underground
hazards, completed operations and independent contractors, and (b)
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automobile liability for all owned vehicles, as well as coverage for non -
owned and hired automobiles.
(ii) Workers' compensation insurance as required by the laws of the State of
Florida.
(iii) Flood insurance, if applicable, in such amount as may be required by the
CITY.
(iv) A bid bond or performance bond in such fonu as may be required by the
CITY.
4.2.2 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 of funds
hereunder. The CITY shall be named as Loss Payee.
4.2.3 All such insurance shall insure the CITY as the primary additional insured, with a
loss payable clause in favor of the CITY. The SUBRECIPIENT shall be required
to furnish evidence of any other insurance coverage the CITY may reasonably
require during the term of this Agreement. All such policies shall require the
insurance carrier to give the CITY at (east 30 days prior written notice of
termination, cancellation, expiration or modification., and all such policies shall
be w ritten h y i nsurance companies s atisl"actory t o t he C ITN'. There s hall be no
exclusions in such policies that override the CITY'S coverage.
4.2.4 Compliance with the foregoing requirements shall not relieve the
SUBRECIPIENI' of its liability and obligations under this section or under any
other section of this Agreement
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4.3 FINANCIAL ACCOUNTABILITY:
The CITY reserves the right to audit the records of the SUBRECIPIENT at any time during the
performance of this Agreement and for a period of three years after its expiration/termination.
The SUI3R.ECIPIENT agrees to provide all financial and other applicable records and
documentation of services to the CITY. Any payment made shall be subject to reduction for
amounts included in the related invoice which are found by the CITY, on the basis of such audit,
not to constitute allowable expenditures. Any payments made to the SUBRECIPIENT are
subject to reduction for overpayments on previously submitted invoices.
4.4 RECAPTURE OF FUNDS:
The CITY reserves the right to recapture funds i n the event that the SUBRECIPIENT
shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by
the CITY at the direction of the federal, state and local agencies.
4,5 CONTINGENCY CLAUSE:
Funding pursuant to this Agreement is contingent on the availability of funds and
continued authorization for CDBG Program activities. and is also subject to amendment or
termination due to lack. of funds or authorization. reduction of funds, and/or changes in
regulations.
ARTICLE V
AUDIT
5.1 As a necessary part of this Agreement, the SUBRECIPIENT shall adhere to the following
audit requirements:
5.1.1 if the SUBRECIPIENT expends $300,000 or more in the fiscal year it shall have
a single audit or program specific audit conducted for that year. The audit shall
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be conducted in accordance with GAGAS and OMB Circular A- 1 33. 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 understanding of internal controls and perform sufficient testing to
ensure compliance with the procedures. Further the auditor shall determine
whether the SUBRECIPIENT 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:
a) an opinion (or disclaimer of opinion) as to whether the financial statements
are presented fairly in all material respects in conformity with generally
accepted principles and an opinion (or disclaimer of opinion) as to whether the
schedule of expenditures of Federal Awards is presented fairly in all material
respects in relation to the financial statements taken as a whole.
b} a report on internal controls related to the financial statements and major
programs. This report shall describe the scope ol'testing or internal controls
and the results of the test, and, where applicable, refer to the separate schedule
of findings and questioned costs.
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c) a report on compliance with laws. regulations, and the provisions of contracts
and/or this Agreement, noncompliance with which could have a material
effect on the financial statements. This report shall also include an opinion (or
disclaimer of opinion) as to whether the SUBRECIPIENT complied with the
laws, regulations. and the provisions of contracts and this Agreement which
could have a direct and material effect on the program and, where applicable,
refer to the separate schedule of findings and questioned costs.
d) a schedule of findings and questioned cost which shall include the
requirements of OMB Circular A-! 33.
5.1.2 If the SUBRECIPIENT expends less than $300,000 in the fiscal year it is
exempted from Federal audit requirements for that year and consequently the
audit c ost i s n of a reimbursable cxpensc. T he City, however, ni ay r equest t he
SUBRECIPIENT to have a limited scope audit for monitoring purposes. These
limited scope audits will be paid for and arranged by the City and address only
one or more of the following types of compliance requirements: activities allowed
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 SUBRECIPIENT shall establish and maintain sufficient records to enable the CITY
to determine whether the SUBRECIPIENT has met the requirements of the CDBG Program.
At a minimum, the following records shall be maintained by the SUBRECIP1ENT:
6.1.1 Records providing a full description of each activity assisted (or being assisted)
with CDBG Funds, including its location (if the activity has a geographical locus),
the amount of CDBG Funds budgeted, obligated and expended for the activity,
and the specific provision in 24 CFR Subpart C of the CDBG Program regulations
under which the activity is eligible.
6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set
forth in 24 CFR 570.208 of the CDBG Program regulations. Where information
on Income by family size is required, the SUBRECIPIENT may substitute
evidence establishing that the person assisted qualified under another program
having income qualification criteria at least as restrictive as that used in the
definitions o1' "low- and moderate -income person" and "low- and moderate -
income household" as set forth in 24 CFR 570.3; or, the SUBREC1P1ENT may
substitute a copy of a verifiable certification from the assisted person that his or
her family income does not exceed the applicable income limit established in
accordance with 24 CFR. 570.3; or, the SUBRECIPIENT may substitute a notice
that the assisted person is a referral from any governmental agency that
detcmiincs persons to be "low- and moderate -income persons" based upon
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HUD's criteria and agrees to tnaintain documentation supporting those
determinations. Such records shall include the following information:
(i) For each activity determined to benefit low- and moderate -income
persons. the income limits applied and the point in time when the benefit
was determined.
(ii) For each activity determined to benefit low- and moderate -income persons
based on the area served by the activity:
(a) The boundaries of the service area;
(b) The income characteristics of families and unrelated individuals in
the service area; and
(c) If the percent of low- and moderate -income persons in the service
area i s less t han 51 p ercent, data s howing t hat t he a rca qualifies
under the exception criteria set forth in 24 CFR 570.208(a)(1)(ii);
(iii) For each activity determined to benefit low- and moderate -income persons
because the activity i nvolves a facility or service d esigned for use b y a
limited clientele consisting exclusively or predominantly of low- and
moderate -income persons:
(a) Documentation establishing that the facility or service is designed
for and used by senior citizens, disabled persons, battered spouses.
abused children, the homeless. illiterate persons, or migrant fans
workers, .for which the regulations provide presumptive benefit to
low- and moderate -income persons: or
(h) Documentation describing how the nature and, if applicable. the
location of the facility or service establishes that it is used
predominantly by low- and moderate -income persons; or
(c) Data showing the size and annual income of the family of each
person receiving the benefit.
6.1.3 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 CDBG Funds. Such information shall be used only as a
basis for further investigation relating to compliance with any requirement
to attain or maintain any particular statistical measure by race, ethnicity, or
gender in covered programs.
(ii) Documentation of actions undertaken to meet the requirements of'24 CFR
570.607(b) which implements Section 3 of the Housing .Development Act
of 1968. as amended (12 U.S.C. 1701U) relative to the hiring and training
of low- and moderate -income persons and the use of local businesses.
6.1.4 Financial records, in accordance with the applicable requirements listed in 24
CFR 570.502.
Records required to be maintained in accordance with other applicable laws and
regulations set forth in Subpart K of 24 CFR.
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6.2 RETENTION AND ACCESSIBILITY OF RECORDS:
6.2.1 The .Department shall have the authority to review the SUBRECIPIENT'S
records, including Project and programmatic records and books of account, for a
period of three (3) years from the expirationitermination of this Agreement (the
"Retention Period"). All books of account and supporting documentation shall be
kept by the SUBRECIPIENT at least until the expiration of the Retention Period.
The SUBRECIPIENT shall maintain records sufficient to meet the requirements
of 24 CFR 570. All records and reports required herein shall be retained and
made accessible as provided thereunder. The SUBRECIPIENT further agrees to
abide by Chapter 11.9, Florida Statutes, as the same may be amended from time to
time, pertaining to public records.
The SUBRECIPIENT 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, ledcral personnel and any other personnel duly authorized by the
CITY.
6.2 2 The SUBRECIPIENT shall include in all the Department approved subcontracts
used to 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 detemiine
when services are eligible substantive project and/or programmatic activities and
subject to the audit and record -keeping requirements described in this Agreement
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6.2.3 If the CITY or the SUBRECIPIENT has received or given notice of any kind
indicating any threatened or pending litigation, claim or audit arising out of the
activities pursuant to the project, the activities and/or the Work Program or under
the t ernes o f this Agreement, the Retention Period s hall h e extended until such
time as the threatened or pending litigation, claim or audit is, in the sole and
absolute discretion of the Department fully, completely and finally resolved.
6.2.4 The SUBRECIPIENT shall notify the Department in writing both during the
pendency of this Agreement and after its expiration/termination as part of the final
closeout procedure, of the address where all Agreement Records will be retained.
6.2.5 The SUBRECIPIENT shall obtain the prior written consent of the Department to
the disposal of any Agreement Records within one year after the expiration oldie
Retention Period.
6.3 PROVISION OF RECORDS:
6.3.1 At any time upon request by the Department, the SUBRECIPIENT shall provide
all Agreement Records to the Department. The requested Agreement Records
shall become the property of the Department without restriction, reservation, or
limitation on their use. The Department shall have unlimited rights to all books,
articles, or other copyriehtable materials developed in the perfonnance of this
Agreement. These rights include the right of royalty -free, nonexclusive. and
irrevocable license to reproduce, publish, or otherwise use, and to authorize others
to use the Work Program fur public purposes.
6.3.2 If the SUBRECIPIENT receives funds from, or is under regulatory' control of
other governmental agencies, and those agencies issue monitoring reports.
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regulatory examinations. or other similar reports, the SUBRECIPIENT shall
provide a copy of each such report and any follow-up communications and reports
to the Department immediately upon such issuance. unless such disclosure would
he prohibited by any such issuing agency.
(.4 • MONITORING:
The SUBRECIPIENT shall permit the Department and other persons duly authorized by
the Department to inspect all Agreement Records, facilities, goods, and activities of the
SUBRECIPIENT which are in any way connected to the activities undertaken pursuant to the
terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of
the SUBRECIPIENT. Following such inspection or interviews, the Department will deliver to
the SUBRECIPIENT a report of its findings. The SUBRECIPIENT will rectify all deficiencies
cited by the Department within the specified period of time set forth in the report or provide the
Department w ith a r easonable j usti fication for not c otreeting t he s ame. I he D epartment w ill
determine in its sole and absolute discretion whether or not the SUBREC'IPIENT'S justification
is acceptable.
At the request of the C1TY, the SUBRECIPIENT shall transmit to the CITY written
statements of the SUBRECIPIENT's official policies on specified issues relating to the
SUF3RECIPIENT's activities. The CITY will carry out monitoring and evaluation activities,
including visits and observations by C'ITY staff; the SUBREC'1PIENT shall ensure the
cooperation of its employees and its Board members in such efforts. Any inconsistent,
incomplete, or inadequate information either received by the C1TY or obtained through
monitoring and evaluation by the CITY, shall. constitute cause for the CITY to terminate this
Agreement.
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(.5 RELATED PARTIES:
The SUBRECIPIENT shall report to the Department the name, purpose for and any and
all other relevant information in connection with any related -party transaction. The tens
"related -party transaction" includes, but is not limited to, a tier -profit or nonprofit subsidiary or
affiliate organization, an organization with an overlapping Board of Directors and an
organization for which the SUBRECIPIENT is responsible for appointing memberships. The
SUBRECIPIENT shall report this information to the Department upon forming the relationship,
or if already formed, shall report such relationship prior to or simultaneously with the execution
of this Agreement. Any supplemental information shall be promptly reported to the Department.
ARTICLE VIl
OTHER CDBG PROGRAM REQUIREMENTS
7.1 The SUBRECIPTENT shall maintain current documentation that its activities are CDBG
eligible in accordance with 24 CFR Part 570.201.
7.2 The SUBRECIPIENT shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity
which provides benefit to low and moderate -income persons.
7.3 The SIJBREC'IPIENT shall comply With all applicable provisions of 24 CFR Part 570
and shall carry out each activity in compliance with all applicable federal laws and regulations
described therein.
7.4 The SUBR.ECIPIENT shall cooperate with the Department in informing the appropriate
citizen participation structures. including the appropriate area committees, of the activities of the
SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives .of the
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SUBRECIPIEN'i' shall attend meetings of the appropriate committees and citizen participation
structures upon the rapist of the citizen participation officers or the Department.
7.5 The SUBR.ECIPIENT shall, to the greatest possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.6 SUBRECI.PiENT shall use the funds to carry out commercial rehabilitation activities
eligible under 570.202(a)(3), and to provide technical assistance to private for -profit businesses,
eligible under 5 70.203 (b) A ltachments 1 .2(a) and 1 .2(b). N o other activities w ill b e funded
under this Agreement, unless Work Program is amended in writing by mutual agreement.
7.7 SUI3RECIPiENT shall carry out its Work Program in compliance with all Federal laws
and regulations, described in Subpart K or the C DBG Program regulation (24 CFR 570.600-
fi 12), which by this reference, is incorporated into and made a part of this Agreement.
7.8 SUBREC:IPIENT shall not assume the CiTY's environmental responsibilities described
in 24 CFR 570.604, of the CDBG Program regulations, and the CITY's responsibility for
initiating the review process under Executive Order 12372.
7.9 NON-DISCRIMINATION:
The SUBRECIPIENT shall not discriminate on the basis of race, color. national origin,
sex. religion. age, marital or family status or handicap in connection with the activities andlor the
Work Program or its performance under this Agreement.
Furthermore, the SUBRECIPIENT agrees that no otherwise qualified individual shall,
solely by reason of his.?ter race. sex, color. creed, national origin, age. marital status or handicap,
be excluded from the participation in. he denied benefits of', or he subjected to discrimination
under any program or activity receiving federal financial assistance.
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7.10 The SUBRECIPIENT shall carry out its Work Program in compliance with all federal
Taws and regulations. including those described in Subpar K of the CDBG Program regulations
(24 CFR 570.600-612).
7.11 The SUBRECIPIENT shall comply with Davis -Bacon Act wage requirements on all
construction. rehabilitation and other labor and work funded by the CITY in excess of S2,000.
7.12 The SUBR.ECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
HUD Form 4010 incorporated herein as part of this Agreement.
7.13 UNIFORM ADMINISTRATIVE REOUiREMENTS. The SUBRECIPIENT 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).
7.14 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIB1TION. If the
SUBRECIPIENT is or was created by a religious organization. the SUBRECIPIENT agrees that
all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions,
and limitations of 24 CFR Part 570.200(j).
in accordance with the First Amendment of the United States Constitution, particularly
regarding the relationship between church and State, as a general rule, CDBG assistance may not
be used for religious activities or provided to primarily religious entities for any activities,
including secular activities. as provided in 24 CFR Part 570.200(j). The SUBRECIPIENT shall
comply with those requirements and prohibitions when entering into subcontracts.
7.15 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the
SUBRECIPIENT must transfer to the CITY any CDBG Funds on hand at the time of
expiration/termination and any accounts receivable attributable to the use of CDBG Funds.
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7.16 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that
remains uncured thirty (30) days after the SUBRECIPIENT'S receipt of notice from the CITY
(by certified or registered mail) of such violation may, at the option of the CITY, he 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 SUBR.ECIPIENT materially fails to
comply with the tangs of this Agreement, the CITY may suspend or temiinate this Agreement in
accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this
Agreement.
7.17 The SUBRECIPIENT shall not assume • the CITY's environmental responsibilities
described at 24 CFR 570.604 of the CDBG Program regulations nor the CITY's responsibility
for initiating the review process under Executive Order 12372.
ARTICLE VIII
PROGRAM INCOME
8.1 Program income means gross income received by the SUBRECIPIENT which has been
directly generated from the use o f t he CDBG Funds. W hen s uch i ncome i s generated by an
activity that i s only partially assisted with the CDBG Funds, the i ncome shall be prorated to
reflect the percentage of CDBG Funds used. Program income generated by CDBG funded
activities shall be used only to undertake those activities specifically approved by the CITY on
and for the 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, as required by 24 CFR 570.503(h)(8) of the
CDBG Program regulations.
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The SUBRECIPIENT shall submit to the CITY monthly a Program Income Report and a
Work Program Status Report. The Program Income Report shall identify CDBG activities in
which income was derived and how income has been utilized.
8.2 REP.AYMENTS. Any interest or other return on the investment of the CDBG Funds
shall be remitted to the CITY on a monthly basis. Any CDBG Funds funded to the
SUBRECIPIENT that do not meet the eligibility requirements, as applicable, must be
repaid to the CITY.
9.1
ARTICLE IX
REMEDIES, SUSPENSION, TERMINATION
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 SUBRECIPIENT. who shall be paid for those services performed prior
to the date of its receipt to the notice of terniination. In no case, however. shall the CITY pay the
SUBRECIPIENT an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the SUBRECIPIENT that any
payment made in accordance with this Agreement to the SUBR.ECIPIENT shall be made only if
the SUBRECIPIENT is not in default under the ternis of this Agreement. If the
SUBRECIPIENT is in default, the CITY shall not be obligated and shall not pay to the
SUBRECIPIENT any sum whatsoever.
If the SUBRECIPIENT materially fails to comply with any tern of this Agreement. the
CITY may take one or more oldie following courses of action:
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9.1.1 Temporarily w ithhold c ash p ayTnents pending c orrection o f t he d eficiency b y
the SUpRECIPI.ENT, or such more severe enforcement action as the CITY
determines is necessary or appropriate.
9.1.2 Disallow (that is. deny both. the use of funds and matching credit) for all or part
of the cost of the activity or action not in compliance.
9.1.3 Wholly or partly suspend or terminate the current CDBG Funds awarded to the
SUBRECIPIENT.
9.1..4 Withhold further CDBG grants and/or loans for the SUBRECIPIENT".
9.1.5 Take all such other remedies that may be legally available.
9.2 SUSPENSION:
9.2.1 The Department may, for reasonable cause temporarily suspend the
SUBRECIPIENT'S operations and authority to obligate funds under this
Agreement or withhold payments to the SUBRECIPIENT pending necessary
corrective action by the SUBRECIPIENT, or both. Reasonable cause shall be
determined by the Department in its sole and absolute discretion, acid may
include:
(i) Ineffective or improper use of the CDBG Funds by the SUBRECIPIENT;
(ii) Failure by the SUBR.EC1PJENT to materially comply with any term or
provision of this Agreement:
(iii) Failure by the SUBRECIPIENT to submit any documents required by this
Agreement; or
(iv) The SUBREC'IPIENT'S submittal of incorrect or incomplete documents.
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9.2.2 The Department may at any time suspend the SUBREC1PIENT'S authority to
obligate funds, withhold payments, or both.
9.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may he applied to all or
any part of the activities funded by this Agreement.
9.2.4 The Department will notify the SUBRECIPIENT in writing of any action taken
pursuant to this Article, by certified mail, return receipt requested, or by in person
delivery with proof of delivery. The notification will include the reason(s) for
such action, any conditions relating to the action taken. and the necessary
corrective act ion(
9.3 TER.M.INAT1ON:
9.3.1 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 Ci"FY'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
SUBRECiPiENT. Said notice shall be delivered by certified mail. return receipt
requested. or by in person delivery with proof of delivery. In the event that the
CITY'S funding source reduces the CITY'S entitlement under the CDl3G
Program, the CITY shall determine, in its sole and absolute discretion, the
availability of funds for the SUBRECIPIENT pursuant to this Agreement.
9.3.2 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
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SUBREC1PIENT is not materially complying 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 Mtn event of default tinder and pursuant to the teens of any other agreement
or obligation of any kind or nature whatsoever of the SUBRECIPIENT to the
CITY, direct or contingent, whether now or hereafter due, existing, created or
arising.
9.3.3 Unless the SUBRECIPIENT'S breach is waived by the Department in writing. the
Department may. by written notice to the SUBRECI.PIENT, 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 he a waiver of any other breach and shall not
he construed to be a modification of the terms of this Agreement. The provisions
hereof are not intended to be, and shall not be, constnicd to limit the Department's
right to legal or equitable remedies.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 INDEMNIFICATION. The SUBR.ECIPIENT shall pay and save the CITY harmless
from and against any and all claims, liabilities, losses, and causes of action which may arise out
of the SUBRECIPIENT'S activities related to the Work Program or otherwise under this
Agreement. including all acts or omissions to act on the part of the SUBRECIPIENT and/or any
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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, attomey's fees,
expenses, and liabilities incurred by the CITY in the defense or investigation of any such claims
or other natters.
10.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing
and signed by both parties hereto. Budget modifications shall he approved by the Department in
writing.
10.3 OWNERSHIP Or DOCUMENTS. All documents developed by the SUBRECIPIENT
under this Agreement shall be delivered to the CITY upon completion of the activities required
pursuant to this Agreement and shall become the property of the CITY, without restriction or
limitation on their use if requested by the City. The SUBRECIPIENT agrees that all documents
maintained and generated pursuant to this Agreement shall he subject to a]1 provisions of the
Public Records Law, Chapter 11 9, Florida Statutes.
It is further understood by and between the parties that any document which is given by
the CITY to the SUBRECIPIENT pursuant to this Agreement shall at all times remain the
property of the CITY and shall not he used by the SUBRECIPIENT for any other purpose
whatsoever without the prior mitten consent of the CITY.
10A AW.ARI OF AGREEMENT. The SUBRECIPIENT 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.
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10.5 NON-DELEGABILITY. The obligations undertaken by the SUBRECIPIENT pursuant
to this Agreement shall not be delegated or assigned to any other person or Ilrm, in whole or in
part, without the CITE"S prior written consent which may be granted or withheld in the CITY'S
sole discretion.
10.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced
according to the laws of the State of Florida.
10.7 CONFLICT OF INTEREST.
10.7.1 The SUBRECIPIENT covenants that no person under its employ who presently
exercises any functions or responsibilities. in connection with CDBG Program funded
activities has any personal financial interest, direct or indirect, in this Agreement. The
SUBRECIPIENT further covenants, that in the performance of this Agreement, no person
having such a conflicting interest shall be employed. Any such interest on the part of the
SUBRECIPIENT or its employees must be disclosed in writing to the CITY.
10.7.2 The S UBRECIPIENT i s a ware o f t he c onllict o f i nterest 1 aws oft he C ity of
Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County
Code Section 2-1.1-1) and the State of Florida (Chapter 112, Florida Statutes), and agrees
that it shall comply in all respects with the terms of the same.
10.7.3 Procurement. The SUBRECIPIENT shall comply with the standards contained
within OMB Circular No. A-110.
10.7.4 In all other cases, the SUBRECIPIENT shall comply with the standards contained
within 24 CFR 570.611
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10.8 NO 0 BLIGATION T 0 RENEW. Upon expirationofthetennofthis AL,reement.the
SUBRECIPIENT agrees and understands that the CITY has no obligation to renew this
Agreement,
10.9 ENTIRE AGREEMENT:
This instrument and its attachments constitute the only Agreement of the parties hereto
relating to the CDBG Funds and sets forth the rights, duties, and obligations of each of the
parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no Three or effect.
10.10 GENERAL CONDITIONS.
10.1().1 All notices or other communications which shall or may be given pursuant to
this Agreement shall he 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 he 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
Barbara Gomez -Rodriguez, Director
'Department of Community Development
444 Southwest rl Avenue, and Floor
.Miami, Florida 33130
SUBRFCIPIENT
10.10.2 Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
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10.10.3 In the event of conflict between the terns of this Agreement and any terms or
conditions c ontained i n any a ttached d ocuments, t he t erns i n t his A ereernent
shall control.
10.10.4 No waiver of breach of any provision of this Agreement shall constitute a
waiver of any subsequent breach of the same or any other provision hereof, and
no waiver shall he effective unless made in writing.
10.10.5 Should any provision, paragraph, sentence, word or phrase contained in this
Agreement he determined by a court of competent jurisdiction to he 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 sane shall be deemed
severed, and in either event, the remaining temis and provisions of this
Agreement shall remain unmodified and in full force and effect.
1 0. I 1 INDEPENDENT CONTRACTOR.. THE SUBRECIPI.ENT 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.
10.12 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto, and their respective heirs, executors. legal representatives, successors, and
assigns.
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10.13 SUBRECIPIENT CERTIFICATION. The SUBRECIPIENT certifies that it
possesses the legal authority to enter into this Agreement pursuant to authority that has been duly
adopted or passed as an official act of the SUBRECIPIENT'S governing body, authorizing the
execution of the Agreement, including all understandings and assurances contained herein, and
directing and authorizing the person identified as the official representative of the
SUBRECIPIENT to act in connection with this Agreement and to provide such information as
may be required.
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.
SUBRE('IPIENT
1
a State of Florida not -for -profit corporation
ATTEST:
By: By:
Corporate Secretary [ Name and Title]
CORPORATE SEAL
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