HomeMy WebLinkAboutExhibit 2CITY OF MIAMI, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT
SOCIAL PROGRAMS AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this _ day of
, 2005, between the City of Miami, a municipal corporation of the State of
Florida {hereinafter referred to as the "CITY") and the Haitian Neighborhood Center Sant La,
Inc., a Florida not for profit corporation (hereinafter referred to as the "SUBRECIPIENT").
FUNDING SOURCE: Community Development Block Grant Funds
AMOUNT: $25,000.000
TERM OF THE AGREEMENT: Effective Date through September 30, 2006
IDIS NUMBER:
GEMS NUMBER:
ADDRESS: 5000 Biscayne Blvd. Suite 110, Miami, Florida 33137
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 are the following
Exhibits:
Exhibit A Corporate Resolution Authorizing Execution of this Agreement.
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
*Ian 4- 06202_
1.2 DEFINED TERMS. As used herein the following terms shall mean:
Act or 24 CFR 570 Title I of the Housing and Community
Development Act of 1974, as amended.
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 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 tapes, computer drives and
diskettes or surveys.
CDBG Program: Community Development Block Grant Program.
CDBG Reduirements: The requirements contained in 24 CFR Part 570,
Rule 9I of the Florida Administrative Code and as
established by the City of Miami, Florida.
Department: The City of Miami Department of Community
Development.
Federal Award: 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.
Low -and -Moderate A member of a low- or moderate income family
Income Person: whose income is within specific income levels set
forth by U.S. HUD.
U.S. HUD or HUD: The United States Department of Housing and
Urban Development.
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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 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 be 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.
2.2 The Budget Summary attached hereto as Exhibit C, which shall include: completion of
the SUBRECIPIENT'S Itemized Budget, Cost Allocation, Budget Narrative, Staff
Salaries Schedule and a copy of all subcontracts.
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 of a 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 accepting the Office of Management and Budget ("OMB") Circular No.A-87
"Principles for Determining Costs Applicable to Grants and Agreements with State,
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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 "0" (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 Section 570.502(a)(b); "Applicability
of Uniform Administrative Requirements" of the CDBG Program Regulations 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).
2.11 The following corporate documents:
(i) Bylaws, resolutions, and incumbency certificates for the SUBRECIPIENT,
certified by the SUBRECIPIENT'S Corporate Secretary, authorizing the
consummation of the transactions contemplated hereby, all in a form
satisfactory to the CITY.
2.12 ADA Certification.
2.13 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 in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
The effective date of this Agreement shall be the latter of October 1, 2005 or the date on
which the City Clerk attests the signature of the City Manager. This Agreement shall end on
September 30, 2006.
3.3 OBLIGATIONS OF SUBRECIPIENT:
The SUBRECIPIENT shall carry out the services and activities as prescribed in its Work
Program, which is attached and incorporated herein and made a part of this Agreement, in a
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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 POLICIES AND PROCEDURES MANUAL:
The SUBRECIPIENT is aware of and accepts the "Policies and Procedures Manual for
Community Development Block Grant Subrecipients" as the official document which outlines
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 Subrecipients" 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 connection with work
which would have been performed in the absence of this Agreement.
ARTICLE IV
CDBG FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION
The amount of compensation payable by the City to the Project Sponsor shall be based on
the rates, schedules and conditions described in Exhibit "C" attached hereto, which by
this reference is incorporated into this Agreement."
4.2 INSURANCE:
At all times during the term hereof, the SUBRECIPIENT shall maintain insurance
acceptable to the CITY. Prior to commencing any activity under this Agreement, the
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SUBRECIPIENT shall furnish to the CITY original certificates of insurance indicating
that the SUBRECIPIENT is in compliance with the provisions of this Article.
4.2.1 The SUBRECIPIENT shall provide the following coverage:
(i) Commercial General Liability in an amount not less than
$300,000.00 per occurrence, $600,000 aggregate, protecting the
CITY and the SUBRECIPIENT against liability incidental to the
use of, or resulting from an accident occurring on or about, its
property.
(ii) Automobile liability for all owned vehicles and for non -owned and
hired automobiles in the amount of $300,000 combined single limit
for bodily and property damage and/or split limits in the amount of
$100,000/$300,000 for bodily injury and $50,000 for property
damage.
(iii) Workers' compensation insurance as required by the laws of the
State of Florida.
4.2.2 All such insurance shall insure the CITY as the primary additional insured. 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 least 30
days prior written notice of termination, cancellation, expiration or modification,
and all such policies shall be written by insurance companies satisfactory to the
CITY.
4.2.3 Crime Policy (Employee Coverage) for all persons handling funds received or
disbursed under this Agreement in an amount equal to or greater than one third
(1/3) the amount of the grant of funds hereunder. The CITY shall be named as
Loss Payee.
4.2.4 Compliance with the foregoing requirements shall not relieve the
SUBRECIPIENT of its liability and obligations under this section or under any
other section of this Agreement.
4.2.5 SUBRECIPIENT shall apply and obtain any other insurance coverage that the
CITY may require for the execution of the Agreement.
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4.2,6. SUBRECIPIENT shall indemnify, defend and hold harmless the City and its
officials, 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 caused, in whole or in part, by any act, omission, default or
negligence (whether active or passive) of Subrecipient or its employees, agents or
subcontractors, or (ii) the failure of the Subrecipient to comply with any of the
paragraphs herein or the failure of the Subrecipient 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.
Subrecipient 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 Subrecipient, or any of its subcontractors, as
provided above, for which the Subrecipient's liability to such employee or former
employee would otherwise be limited to payments under state Workers'
Compensation or similar laws.
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 SUBRECIPIENT 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 in 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 $500,000 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 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 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 of testing of internal controls
and the results of the test, and, where applicable, refer to the separate schedule
of findings and questioned costs.
c) a report on compliance with laws, regulations, and the provisions of contracts
and/or this Agreement, noncompliance with which could have a material
effect on the financial statements. This report shall also include an opinion (or
disclaimer of opinion) as to whether the 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-133.
5.1.2 If the SUBRECIPIENT 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
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.
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 SUBRECIPIENT:
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 of "low- and moderate -income person" and "low- and moderate -
income household" as set forth in 24 CFR 570.3; •ar, the SUBRECIPIENT 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
determines persons to be "low- and moderate -income persons" based upon
HUD's criteria and agrees to maintain 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 is less than 51 percent, data showing that the area 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 involves a facility or service designed for use by 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 farm
workers, for which the regulations provide presumptive benefit to
low- and moderate -income persons; or
(b) 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 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 Financialrecords, in accordance with the applicable requirements listed in 24
CFR 570.502.
6.1.5 Records required to be maintained in accordance with other applicable laws and
regulations set forth in Subpart K of 24 CFR.
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 expiration/termination 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 119, 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, federal 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 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 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 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 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 SUBRECTPIENT shall obtain the prior written consent of the Department to
the disposal of any Agreement Records within one year after the expiration of the
Retention Period.
6.3 PROVISION OF RECORDS:
6.3.1 At any time upon request by the Department, the 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 usQ. 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 SUBRECIPIENT 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 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
be prohibited by any such issuing agency.
6.4 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 with a reasonable justification for not correcting the same. The Department will
determine in its sole and absolute discretion whether or not the SUBRECIPIENT'S justification
is acceptable.
At the request of the CITY, the SUBRECIPIENT shall transmit to the CITY written
statements of the SUBRECIPIENT's official policies on specified issues relating to the
SUBRECIPiENT's activities. The CITY will carry out monitoring and evaluation activities,
including visits and observations by CITY staff; the SUBRECIPIENT 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 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 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 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 VH
OTHER CDBG PROGRAM REQUIREMENTS
7.1 The SUBRECIPIENT 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 SUBRECIPIENT 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 SUBRECIPIENT 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
SUBRECIPIENT shall attend meetings of the appropriate committees and citizen participation
structures upon the request of the citizen participation officers or the Department.
7.5 SUBRECIPIENT shall, to the greatest possible, give low -and -moderate -income residents
of the service areas opportunities for training and employment.
7.6 NON-DISCRIMINATION:
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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 and/or the
Work Program or its performance under this Agreement.
Furthermore, the SUBRECIPIENT agrees that no otherwise qualified individual shall,
solely by reason of his/her race, sex, color, creed, national origin, age, marital status 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 SUBRECIPIENT shall carry out its Work Program in compliance with all federal
laws and regulations, including those described in Subpart K of the CDBG Program regulations
(24 CFR 570.600-612).
7.8 The Subrecipient and its subcontractors shall comply with the Davis -Bacon Act, the
Lead -Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and
regulations.
7.9 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
HUD Form 4010 incorporated herein as part of this Agreement.
7.10 UNIFORM ADMINISTRATIVE REQUIREMENTS. The SUBRECIPIENT shall
comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for
Ton -Profit Organizations" and with the applicable requirements of 24 CFR Part 84 (the revised
OMB Circular No. A-110).
7.11 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. 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.
7.12 REVERSION OF ASSETS. Upon expiration/teimination 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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7.13 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, 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 SUBRECIPIENT 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 IX of this
Agreement.
7.14 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 of the CDBG Funds. When such income is generated by an
activity that is only partially assisted with the CDBG Funds, the income 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(b)(8) of the
CDBG Program regulations.
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 REPAYMENTS. 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.
ARTICLE IX
REMEDIES, SUSPENSION, TERMINATION
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9.1 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 SUBRECIPIENT, who 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
SUBRECIPIENT an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the SUBREC]PIENT that any
payment made in accordance with this Agreement to the SUBRECIPIENT shall be made only if
the SUBRECIPIENT is not in default under the terms 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 term of this Agreement, the
CITY may take one or more of the following courses of action:
9.1.1 Temporarily withhold cash payments pending correction of the deficiency by
the SUBRECIPIENT, 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 incompliance.
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 Departmentmay, 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, and may
include:
(i) Ineffective or improper use of the CDBG Funds by the SUBRECIPIENT;
(ii) Failure by the SUBRECIPIENT to materially comply with any term or
provision of this Agreement;
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(iii) Failure by the SUBRECIPIENT to submit any documents requited by this
Agreement; or
(iv) The SUBRECIPIENT'S submittal of incorrect or incomplete documents.
9.2.2 The Department may at any time suspend the SUBRECIPIENT'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 be 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 action(s).
9.3 TERMINATION:
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 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
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 CDBG
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
SUBRECIPIENT 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 an event of default under and pursuant to the terms of any other agreement
or obligation of any kind or nature whatsoever of the SUBRECIPIENT to the
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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 SUBRECIPIENT, 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.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 INDEMNIFICATION. The SUBRECIPIENT 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
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.
10.2 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.
10.3 OWNERSHIP OF 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 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 SUBRECIPIENT pursuant to this Agreement shall at all times remain the
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property of the CITY and shall not be used by the SUBRECIPIENT for any other purpose
whatsoever without the prior written consent of the CITY.
10.4 AWARD 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.
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 firm, in whole or in
part, without the CITY'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 SUBRECIPIENT is aware of the conflict of interest laws of the City of
Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade
County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida
Statutes), and agrees that it shall comply in all respects 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 OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, 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 force or effect.
10.10 GENERAL CONDITIONS.
10.10.1 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
mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
CITY OF MIAMI
Director
Department of Community Development
444 Southwest 2nd Avenue, 2nd Floor
Miami, Florida 33130
SUBRECIPIENT
Haitian Neighborhood Center Sant La, Inc.
5000 Biscayne Blvd. Suite 110
Miami, Florida 33137
10.10.2 Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
10.10.3 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.
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 be effective unless made in writing.
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10.10.5 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 Iaws, 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.
10.11 INDEPENDENT CONTRACTOR. THE SUBRECIPIENT 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.
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.
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ATTEST:
SUBRECIPIENT
Haitian Neighborhood Center Sant La, Inc.
5000 Biscayne Blvd. Suite 110
Miami, Florida 33137
a Florida not -for -profit corporation
By:
Corporate Secretary Date Name:
Title:
ATTEST:
SEAL
Date
CITY OF MIAMI, a municipal
Corporation of the State of Florida
By:
Priscilla A. Thompson Date Joe Arriola
City Clerk City Manager
Date
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
Dania F. Carrillo, Administrator Date Jorge L. Fernandez Date
Risk Management City Attorney