HomeMy WebLinkAboutAgreement 2CITY OF NIIAM1, FLORIDA
HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS •GRANT (IO WA)
AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this day of
1490
:�T
, 2005 between the City of Miami, a municipal corporation of the
State of Florida (hereinafter referred to as the "CITY") and Center of information •&
Orientation, Inc., a Florida not for profit corporation, (hereinafter referred to as the
"PROJECT SPONSOR").
FUNDING SOURCE: HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS
CONTRACT AMOUNT: S180,000.00
TERM OF THE AGREEMENT: Effective Date throueh September 30, 2006
IDIS NUMBER:
GEMS NUMBER: )Q tiO6' 5cf
ADDRESS: 181 NE 82 Street, 2nd Floor
Miami, FL 33138
WITNESSETH
WHEREAS, the Housing Opportunities for Persons With AIDS (IHOPWA) Program
was created under the AIDS Housing Opportunity Act, and revised under the Housing and
Community Development Act of 1992; and
WHEREAS, the Interim Rule (24 CFR 574.100, Subpart D) stipulates that the most
populous unit of general local government in an Eligible Metropolitan Statistical Area (EMSA)
be the applicant for the I{OPWA Program funds allocation for the EMSA; and
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WHEREAS, in Miami -Dade County, the City of Miami is the most populous City, and
thereby, the designated applicant for HOPWA Program funds for this EMSA; and
WHEREAS, the City Commission of the City of Miami authorized the City Manager to
execute the necessary agreements with Center of Information & Orientation, Inc. for the
provision of HOPWA to very low-income persons living with HIV/AIDS; and
WHEREAS, the parties hereto have agreed to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and
obligations herein contained, and subject to the terms and conditions hereinafter stated, the
City and the Project Sponsor agree as follows:
ARTICLE 1
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS... Attached -hereto and forming_ a-part...of. ibis, Agreement_ are —the ..following-:...
Exhibits:
Exhibit. A Corporate Resolution
Exhibit B Work Program
Exhibit C Compensation and Budget Summary
Exhibit D Certification Regarding Lobbying Form
Exhibit E Certification Regarding Debarment, Suspension and other
Responsibility Matters (Primary Covered Transactions Form)
Exhibit F Crime Entity Affidavit
1.2 DEFINED TERMS. As used herein the following terms shall mean:
Agreement Records: Any and all books, records, documents, information,
or electronic
papers, letters, materials, and comp
storage data and media, whether written, printed,
computerized, electronic or electrical, however collected or
preserved which is or was produced, developed,
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maintained, completed, received or compiled by or at the
direction of the Project Sponsor or any subcontractor in
carrying out the duties and obligations required by the
terms of this Agreement, including, but. not limited to,
financial books and records, ledgers, drawings, maps,
pamphlets, designs, electronic tapes, computer drives and
diskettes or surveys.
CFR Code of Federal Regulations.
Department The City of Miami Department of Community
Development.
Federal Award
HOPWA
HOPWA Regulations Regulations promulgated by HUD for the HOPWA
--Program,- 24- CFR . Part 574-,-Fina1 Rule, and. any changes _
thereto. -
Low Income
PMSA Primary Metropolitan Statistical Area {all of Miami -Dade
County).
U.S. HUD or HUD The United States Department .of Housing and Urban
Development.
Work Program The services being contracted for under this Agreement.
Any federal funds received by the Project Sponsor from
any source during the period of time in which the Project
Sponsor is performing the obligations set forth in this
Agreement.
The Housing Opportunities for Persons With AIDS
Program.
Households whose gross income does not exceed 80% of
the area median income for the PMSA, as determined by
HUD, as of a specific effective date.
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ARTICLE TI
BASIC REQUIREMENTS
The following documents must be approved by the City and must be on file with the
Department prior to the City's execution of this Agreement:
2.1 The Work Program submitted by the Project Sponsor to the City which shall become
attached hereto as Exhibit B to this Agreement and shall include the following:
2.1.1 The description section shall detail the activities to be carried out by the Project
Sponsor. It should specifically describe the activities to be carried out as a resent
of the expenditure of HOPWA funds. Where appropriate it should list
measurable objectives, define the who, what, where and when of the project, and
in general detail how these activities will ensure that the intended beneficiaries
will be served .
2.1.2 The schedule of activities and measurable objectives 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 Project Sponsor under this Agreement.
2.2 The Compensation and Budget Summary attached hereto as Exhibit C, which shall
include: completion of the Project Sponsor's Itemized Budget, Cost Allocation, and
copies of all subcontracts and/or management services agreements funded in whole or in
part under this Agreement.
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2.3 A list of the Project Sponsor's present officers and members of The Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Accounting System.
2.7 A copy of an engagement letter from an independent certified public accountant which
includes a fiscal review and expresses an opinion of the Project Sponsor's internal
controls and compliance with laws, regulations and all requirements of OMB Circular
No. A-133 (Revised June 24, 1997 or other most current Revision).
2.8 A copy of the Project Sponsor's last audit report as performed by an independent
Certified Public Accountant in accordance with OMB Circular No. A-133( Revised June
_24; 19.9-7_0r- other.. most.current._Re_visi0n). __ _
2.9 A copy of the Project Sponsor's corporate personnel policies and procedures.
2.10 Job description and resumes for all positions funded in whole or in part under this
Agreement.
2.11 Acceptance of:
1) Office of Management and Bridget ("OMB") Circular No. A-1 10, Attachments "A"
(Cash Depositories), "B" (Bonding and Insurance), "C" (Retention and Custodial
Requirements for Records), "F" {Standards for Financial Management Systems), ''4"
(Monitoring and Reporting Progress Performance), "N" (Property Management
Standards), and "0" {Procurement Standards);
2) OMB Circular Nos. A-122 and A-21: "Cost Principles for Non -Profit Organizations
and Cost Principles for Educational Institutions," Policies and Procedures Manual
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for Community Based Project Sponsors, 24 CFR Part 574, Housing Opportunities
for Persons With AIDS;
3) Final Rule and Lead Based Paint Regulations 24 CFR Part. 35.
4) The Project Sponsor is aware of and accepts the City of Miami Policies and
Procedures Manual, Housing Opportunities for Persons With AIDS as the official
document which outlines the fiscal, administrative and federal guidelines which
shall regulate the day-to-day operations of the Project Sponsor. The. Policies and
Procedures Manual is incorporated herein and made a part of this Agreement. The
City of Miami reserves the right to update this Policies and Procedures Manual via
Program Directives. These Program Directives and updated versions of this
Policies and Procedures Manual shall be incorporated and made a part of this
Agreement.
2.12 A Copy of the Project Sponsor's last federal income tax return (IRS Form 990).
2.13 The following corporate documents:
(i) The certificate of incorporation and a good standing certificate for the
Project Sponsor, certified by the appropriate governmental authority.
(ii) Bylaws, resolutions, and incumbency certificates for the Project Sponsor,
certified by the Project Sponsor's Corporate Secretary, authorizing the
consummation of the transactions contemplated hereby, all in a form
satisfactory to the City.
2.14 ADA Certification
2.15 Drug Free Certification
2.16 All other documents reasonably required by the City.
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ARTICLE III
TERMS AND PROCEDURES
3.1 CITY AUTHORIZATION.
For the purpose of this Agreement, the Department will act on behalf of the City in the
fiscal control, programmatic monitoring and modiflcationof 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, 200"5 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 PROJECT SPONSOR.
The -Project -Sponsor -shall -carry out thee -services and activities as prescribed in its Work
Program, which is attached and incorporated herein and made a part of this Agreement, in a
manner that is lawful, and satisfactory to the City, and in accordance with the written policies,
procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the
City.
3.4 LEVEL OF SERVICE.
Should start-up time for the Work Program be required or in the event of the occurrence.
of any delays in the activities thereunder, the Project Sponsor shall immediately notify the
Department in writing, giving all pertinent details and indicating when the Work Program shall
begin and/or continue. -It is understood and agreed -that -the -Project -Sponsor shall maintain the
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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
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employed workers, impair existing agreements for services -or activities, or result in the
substitution of funds allocated under this Agreement for other funds in connection with work
which would have been performed in the absence of this Agreement.
3.5 PRIOR APPROVAL.
The Project Sponsor shall obtain the prior written approval of the City prior to
undertaking any of the following with respect to the project and/or the Work Program:
(a) The addition of any positions not specifically listed in the approved
Itemized Budget.
(b) The modification or addition of any job descriptions.
(c) The purchase of any non -expendable personal property.
(d) The disposition of any real property, expendable personal property or any
non -expendable persona] property.
...Any o.ut-of town travel not specifically listed in the Itemized Budget.
(i}
(g)
(h)
The use of program income in any manner not specifically listed in the
Itemized Budget.
Any proposed Solicitation Notice, Invitation for Bids, and Request for
Proposals.
The disposal of any Agreement Records:
ARTICLE IV
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
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.
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4.2.5 SUBRECIPIENT shall apply and obtain any other insurance *overage that the
CITY may require for the execution of the Agreement.
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 Subrecipientor 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.
4.2.7 Compliance with the foregoing requirements shall not relieve the Project Sponsor
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 Project Sponsor at any time during
the performance of this Agreement and for a period of three years after its
expiration/termination. The Project Sponsor agrees to provide all financial and other applicable
records and documentation of services to the City. Any payment made shall be subject to
reduction for amounts included in the related invoice which are found -by the City, on the basis
of such audit and at it's sole discretion, not to constitute reasonable and necessary expenditures.
Any payments made to the Project Sponsor are subject to reduction for ,overpayments on
previously submitted invoices.
4.4 RECAPTURE OF FUNDS.
The City reserves the right to recapture funds in the event that the Project Sponsor shall
fail:
(i) to comply with the terms of this Agreement, or
(ii) to accept conditions imposed by the City at the direction of the federal, state and local
a gencies.
4.5 CONTINGENCY CLAUSE.
Funding pursuant to this Agreement is contingent on the availability of funds and
continued authorization for HOPWA Program activities, and is also subject to amendment or
termination due to lack of funds or authorization, reduction of funds, and/or changes in
regulations -or -local -HUD interpretations -of regulations
ARTICLE V
AUDIT
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5.1 As a necessary part of this Agreement, the Project Sponsor shall adhere to the following
audit requirements:
5.1.1 If the Project Sponsor expends $500,000.00 or more in the fiscal year it shall have
a single audit or program specific audit conducted for that year. The audit shall
be conducted in accordance with Generally Accepted Government Auditing
Standards (GAGAS) and OMB Circular A-I33. 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
Project Sponsor has complied with laws, regulations and the provisions of this
Agreement.
A reporting package shall be submitted within the earlier of 30 days after
receipt of the auditor's report(s) or nine (9) months after the end of the audit
period. The reporting package will include the certified financial statements and
schedule of expenditures of Federal Awards; a summary schedule of prior audit
findings; the auditor's report and the corrective action plan. The auditor's report
shall include:
(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 do
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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, anrd, 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 'Project Sponsor complied
with the laws, regulations, and the provisions of contracts and this Agreement
which could_ have a . direct. and . material . effect on the -program and, where
applicable, refer to the separate schedule of findings and questioned costs,
a schedule of findings and questioned cost which shall include the
(d)
requirements of OMB Circular A-133.
5.1.2 If the Project Sponsor expends less than $500,000 in the fiscal year it is exempted
from Federal audit requirements for that year and consequently the audit cost is
not a reimbursable expense. The City, however, may request the Project Sponsor
to have a limited scope audit for monitoring purposes. These limited scope audits
will be paid for and arranged by the City and address only one or more of the
following types of compliance requirements: activities allowed or unallowed;
allowable costs/cost principles; eligibility; matching, level of effort, earmarking;
and, reporting.
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All reports presented to the City shall, where applicable, include sufficient information to
provide a proper perspective for judging the prevalence and consequenoes 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 Project Sponsor shall establish and maintain sufficient records to enable the City to
determine whether the Project Sponsor has met the requirements of the HOPWA Program.
At a minimum, the following records shall be maintained by the Project Sponsor:
6.1.1 Records providing a full description of each activity assisted (or being assisted)
with HOPWA funds, including its location (if the activity has a geographical
locus), the amount of HOPWA funds budgeted, obligated and expended for the
activity, and the specific provision in the HOPWA Program regulations under
which the activity is eligible.
6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set
forth in the HOPWA Program regulations. Where information on income by
family size is required, the Project Sponsor 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 definition of "low
income person" as set forth in the HOPWA Program regulations; or, the Project
Sponsor 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
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established in accordance with the HOPWA Program Regulations; or" the Project
Sponsor may substitute a notice that the assisted person is a referral from any
governmental agency that determines persons to be "low income persons" based
upon HUD's criteria and agrees to maintain documentation supporting those
determinations.
6.1.3 Equal Opportunity Records containing:
(i) Data on the extent to which each racial and ethnic group and single -
headed households (by gender of household head) have applied for,
participated in, or benefited from, any program or activity funded in whole
or in part with HOPWA. funds. Such information shall be used only as a
basis for further investigation relating to compliance with any requirement
to attain or maintain any particular statistical measure by race, ethnicity,
or gender in covered programs.
(ii) Documentation of actions undertaken to meet the requirements of Section
3 of the Housing and Urban Development Act of 1968, as amended (12
U.S.C. 1701U) relative to the hiring and training of low and moderate
income persons and the use of local businesses.
6.1.4 Financial records, in accordance with the applicable requirements of 24 CFR 574.
6.1.5 Records required to be maintained in accordance with other applicable laws and
regulations set forth in 24 CFR 574. '
- 6.2 -RETENTION AND ACCESSIBILITY OF RECORDS.
6.2.1 The Department shall have the authority to review the Project Sponsor's records,
including project and programmatic records and books of account, for a period of
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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
Project Sponsor at least until the expiration of the Retention Period.
The Project Sponsor shall maintain records sufficient to meet the requirements of
24 CFR 574. All records and reports required herein shall be retained and made
accessible as provided thereunder. The Project Sponsor further agrees to abide -by
Chapter 119, Florida Statutes, as the same may be amended from time to -time,
pertaining to public records.
The Project Sponsor shall ensure that the Agreement Records shall be at all times
subject to and available for full access and review, inspection and audit by the
City, federal personnel and any other personnel duly authorized by the CITY.
6:2.2 - The-Project--Sponsor-shall-include -in all the Department approved subcontracts
used to engage subcontractors to carry out any eligible substantive project or
programmatic activities, as such activities are described in this Agreement and
defined by the Department, each of the record keeping and audit requirements
detailed in this Agreement. The Department shall in its sole discretion determine
when services are eligible substantive project and/or programmatic activities and
subject to the audit and record -keeping requirements described in this Agreement
6.2.3 If the CITY or the Project Sponsor has received or given notice of any kind
indicating any threatened or pending litigation, claim or audit arising out of the
activities pursuant to The project; the activities and/or the Work -Program -or -under - --
the terms of this Agreement, the Retention Period shall be extended until such
time as the threatened or pending litigation, claim or audit is, in the sole and
absolute discretion of the Department fully, completely and finally resolved
6.2.4 The Project Sponsor shall notify the Department in writing both during the
pendency of this Agreement and after its expiration/temmination as part of the
final closeout procedure, of the address where all Agreement Records will be
retained.
6.2.5 The Project Sponsor shall obtain the prior written consent of the Department to
the disposal of any Agreement Records within one year after the expiration of the
Retention Period.
6.3 PROVISION OF RECORDS,
6.3. ] At any time upon request by the Department, the Project Sponsor shall provide all
Agreement Records to the Department. The requested Agreement Records shall
become the property of the Department without restriction, reservation, or
limitation on their use. The Department shall have unlimited rights to all books,
articles, or other copyrightable materials developed in the performance of this
Agreement. These rights include the right of royalty -free, nonexclusive, and
irrevocable license to reproduce, publish, or otherwise use, and to authorize others
to use, the Work Program for public purposes.
6.3.2 If the Project Sponsor receives funds from, or is under regulatory control of, other
governmental agencies, and those agencies issue monitoring reports, regulatory
examinations, or other similar -reports, the -Project Sponsor shall provide a copy of
each such report and any follow-up communications and reports to the
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Department immediately upon such issuance, unless such disclosure would be
prohibited by any such issuing agency.
6.4 MONITORING.
The Project Sponsor shall permit the Department and other persons duly authorized by
the Department to inspect all Agreement Records, facilities, goods, and activities of the Project
Sponsor which are in any way connected to the activities undertaken pursuant to the terms of this
Agreement, and/or interview any clients, employees, subcontractors or assignees of the Project
Sponsor. Following such inspection or interviews, the Department will deliver to the Project
Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the
Department within the specified period of time set forth in the report or provide the Department
with a reasonable justification for not correcting the same. The Department will determine in its
sole and absolute discretion whether or not the Project Sponsor's justification is acceptable.
At the request of the City, the Project Sponsor shall transmit to the City written
statements of the Project Sponsor's official policies on specified issues relating to the Project
Sponsor's activities. The City will carry out monitoring and evaluation activities, including
visits and observations by City staff; the Project Sponsor shall ensure the cooperation of its
employees and its Board Members in such efforts. Any inconsistent, incomplete, or inadequate
information either received by the City or obtained through monitoring and evaluation by the
City, shall constitute cause for the City to terminate this Agreement.
6.5 RELATED PARTIES.
The Project Sponsor shall repoi t 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
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organization, an organization with an overlapping Board of Directors and an organization for
which the Project Sponsor is responsible for appointing memberships. The Project Sponsor shall
report this information to the Department upon forming the relationship, or if already formed,
shall report such relationship prior to or simultaneously with the execution of this Agreement.
Any supplemental information shall be promptly reported to the Department.
ARTICLE VII
OTHER PROGRAM REQUIREMENTS
7.1 The Project Sponsor shall maintain current documentation that its activities are HOPWA
eligible in accordance with 24 CFR Part 574.
7.2 The PROJECT SPONSOR shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with HOPWA funds is an activity
which provides benefit -tolow income persons - living with HIV/AIDS..
7.3 The PROJECT SPONSOR shall comply with all applicable provisions of 24 CFR Part
574 and shall carry out each activity in complianoe with all applicable federal laws and
regulations described therein.
7.4 The Project Sponsor shall cooperate with the Department in attending meetings at the
request of the Department of Community Development and to provide information as requested
or required to the Department.
7.5 The Project Sponsor shall, to the greatest possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.6 NON-DISCRIMINATION:
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The Project Sponsor shall not discriminate on the basis of race, color, national origin,
sex, religion, age, marital or family status or handicap in connection with theactivities andlor the
Work Program or its performance under this Agreement.
Furthermore, the Project Sponsor agrees that no otherwise qualified individual shall,
solely by reason of his/her race, sex, color, creed, national origin, age, marital status or handicap,
be excluded from the participation in, be denied benefits of, or be subjected to discrimination
under any program or activity receiving federal financial assistance.
7.7 The Project Sponsor shall carry out its Work Program in compliance with all federal laws
and regulations.
7.8 The Project Sponsor shall abide by the Federal Labor Standards provisions ofIT D Form
4010 incorporated herein as part of this Agreement.
7.9 UNIFORM ADMINISTRATIVE REQUIREMENTS.
The Project Sponsor shall comply with the requirements and standards of OMB Circular
No. A-122, "Cost Principles for Non -Profit Organizations" and with the applicable requirements
of 24 CFR Part 84 (the revised OMB Circular No. A-110).
7.10 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION.
If the Project Sponsor is or was created by a religious organization, the Project Sponsor
agrees that all HOPWA funds disbursed under this Agreement shall be subject to the conditions,
restrictions, and limitations of 24 CFR Part 574.
In accordance with the First Amendment of the United States Constitution, particularly
regarding the relationship between church and State, as a general rule, HOPWA assistance may
not be used for religious activities or provided to primarily religious entities for any activities,
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including secular activities. The Project Sponsor shall comply with those requirements and
prohibitions when entering into subcontracts.
7.11 REVERSION OF ASSETS.
Upon expiration/termination of this Agreement, the Project Sponsor must transfer to the
City any HOPWA funds on hand at the time of expiration/termination and any accounts
receivable attributable to the use of HOPWA funds.
7.12 ENFORCEMENT OF THIS AGREEMENT.
Any violation of this Agreement that remains uncured thirty (30) days after the Project
Sponsor's receipt of notice from the City (by certified or registered mail) of such violation may,
at the option of the City, be addressed by an action for damages or equitable relief, or any other
remedy provided at law or in equity. In addition to the remedies of the City set forth herein, if
the Project Sponsor materially fails to comply with the terms of this Agreement, the City may
suspend or terminate this Agreement in accordance with 24 CFR Part 85.43, as set forth more
fully below in Article X of this Agreement.
7.13 SUBCONTRACTS AND ASSIGNMENTS.
7.13.1 The Project Sponsor shall ensure that all subcontracts and assignments:
(a) Identify the full, correct, and legal name of all parties;
(b) Describe the activities to be performed;
(c) Present a. complete and accurate breakdown of its price -components;
(d) Incorporate a provision requiring compliance with all applicable
regulatory and other requirements of this Agreement, including but not
limited- to—the--City-'-s—Minor- ty--Procurement- Ordinance, and with -any.-
conditions and/or approvals that the City may deem necessary. The
requirements of this paragraph apply only to subcontracts and assignments
in which parties are engaged to carry out any eligible substantive
programmatic service, as may be defined by the City, set forth in this
Agreement. The City shall in its sole discretion determine when services
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(e)
are eligible substantive programmatic services and subject to the audit and
record -keeping requirements described in this Agreement, and;
Incorporate the language of Section 7.15 hereof.
7.13.2 The Project Sponsor shall incorporate in all consultant subcontracts the following
provision
"The Project Sponsor is not responsible for any insurance or other fringe benefits
for the Consultant or employees of the Consultant, e.g., social security, income
tax withholding, retirement or leave
Consul ant afits ssumlly es fullailable to responsibility rect
for
employees of the Project Sponsor.
the provision of all insurance and fringe benefits for himself or herself and
employees retained by the Consultant in carrying out the scope of services
provided in this subcontract."
7.13.3 The Project Sponsor shall be responsible for monitoring the contractual
performance of all subcontracts.
7.13.4 The Project Sponsor shall submit to the City for its review and confirmation any
subcontract engaging any party to carry out any substantive programmatic
activities, to ensure its compliance with the requirements of this Agreement. The
City's review and confirmation shall be obtained prior to the release of any funds
for the Project Sponsor's Subcontractor(s).
7.13.5 The Project Sponsor shall receive written approval from the City prior to either
assigning or transferring any obligations or responsibility set forth in this
Agreement or the right to receive benefits or payments resulting from this
Agreement.
Approval by the City of any subcontract or assignment shall not under any
circumstances be deemed to require for the City to incur any obligation in excess
of the total dollar amount agreed upon in this Agreement.
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7.13.6 The Project Sponsor and its Subcontractors shall comply (when applicable) with
the Copeland Kick Back Act, Contract Work Hours and Safety. Standards Mt,
and Lead -Based Paint Poisoning Prevention Act and all other related acts, as
applicable.
7.14 USE OF FUNDS FOR LOBBYING PROHIBITED.
The expenditure of Agreement funds for the purpose of lobbying the Legislature, judicial
branch, or a state agency are expressly prohibited.
ARTICLE VIiII
8.1 PROTECT SPONSOR CERTIFICATIONS, ASSURANCES. AND REGULATIONS.
The Project Sponsor certifies that:
(a) The Project Sponsor certifies that it possesses the legal authority to enter
into this Agreement pursuant to authority that_has been duly adopted or
passed as an official act of the Project Sponsor's governing body;
authorizing the execution of the Agreement, including all understandings
and assurances contained herein, and directing and authorizing the person
identified as the official representative of the Project Sponsor to act in
connection with this Agreement and to provide such information as may
be required.
(b) The Project Sponsor shall comply with the Hatch Act, which limits the
political activity of employees.
(c) The Project Sponsor -shall establish safeguards to prohibit its employees
from using their positions for a purpose that is or gives the appearance of
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being motivated by desire for private gain for themselves or others,
particularly those with whom they have family, business, or other ties.
(d) To the best of its knowledge and belief, the Project Sponsor and its
principals:
(i) are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any
Federal department or agency;
(ii) have not, within a three-year period preceding the date of this Agreement,
been convicted of or had a civil judgment rendered against any of them for
the commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, -or performing a public (Federal, State, or
local) transaction or a contract under a public transaction; violation. of
Federal or State antitrust statutes or falsification or destruction or records,
making false statements, or receiving stolen property;
(iii) are not presently indicted for or otherwise criminally or civilly charged by
a government entity <Federal, State, or local) with the commission of any
of the offenses enumerated in this Article VIII; and
(iv) have not, within a three-year period preceding the date if this Agreement,
had one or more public transactions (Federal, State, or local) terminated
for cause or default.
9.1 PROGRAM INCOME
ARTICLE IX
PROGRAM INCOME AND REPAYMENTS
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Program income means gross income received by the Project Sponsor which has been
directly generated from the use of the HOPWA funds. When such income is generated by an
activity that is only partially assisted with the HOPWA funds, the income shall be prorated to
reflect the percentage of HOPWA funds used. Program income generated by HOPWA funded
activities shall be used only to undertake those activities specifically approved by the City on
and for the Work Program. All provisions of this Agreement shall apply to such activities. Any
program income on hand when this Agreement expires/terminates or received after such
expiration/termination shall be paid to the City.
The Project Sponsor shall submit to the City monthly a Program Income Report and a
Work Program Status Report. The Program Income Report shall identify HOPWA activities in
which income was derived and how income has been utilized.
9.2 REPAYMENTS.
Any interest or other return on the investment of the HOPWA funds shall be remitted to
the City on a monthly basis. Any HOPWA funds funded to the Project Sponsor that do not meet
the eligibility requirements, as applicable, must be repaid to the City.
ARTICLE X
REMEDIES, SUSPENSION, TERMINATION
3 0. l REMEDIES FOR NONCOMPLIANCE.
The City retains the right to terminate this Agreement at any time prior to the completion
of the services required pursuant to this Agreement without penalty to the City. In that event,
notice of termination of this Agreement shall be in writing to the Project Sponsor by certified
mail, return receipt requested or by in person delivery with proof of delivery. Project Sponsor
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shall be paid for those services performed prior to the date of its receipt to the notice of
tennination. In no case, however, shall the City pay the Project Sponsor an amount in excess of
the total sum provided by this Agreement.
It is hereby understood by and between the City and the Project Sponsor that any
paym
ent ment made in accordance with this Agreement to the Project Sponsor shall be made only if
the Project Sponsor is not in default under the terms of this Agreement. If the Project Sponsor is
in default, the City shall not be obligated and shall not pay to the Project Sponsor any sum
whatsoever.
If the Project Sponsor materially fails to comply with any term of this Agreement, the
City may take one or more of the following courses of action:
10.1.1 Temporarily withhold cash payments pending correction of the deficiency by
- the Project -Sponsor;---or-such-more -seven enforcement action as-_. the Ciry..
determines is necessary or appropriate.
10.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part
of the cost of the activity or action not in compliance.
10.1.3 Wholly or partly suspend or terminate the current HOPWA funds awarded to
the Project Sponsor.
10.1.4 Withhold further grants and/or loans for the PROJECT SPONSOR..
10.1.5 Take all such other remedies that maybe legally available.
10.2 SUSPENSION.
10.2.1 The Department may, for reasonable cause temporarily suspend the Project
Sponsor's operations and authority to obligate funds under this Agreement or
withhold payments to the Project Sponsor pending necessary corrective action by
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the Project Sponsor, or both. Reasonable cause shall be determined by the
Department in its sole and absolute discretion, and may include but are not
limited to:
(i) ineffective or improper use of the HOPWA funds by the Project Sponsor;
(ii) Failure by the Project Sponsor to materially comply with any term or
provision of this Agreement;
(iii) Failure by the Project Sponsor to submit any documents required by this
Agreement; or
(iv) The Project Sponsor's submittal of incorrect or incomplete documents.
10.2.2 The Department may at any time suspend the Project Sponsor's authority to
obligate funds, withhold payments, or both.
10..2.3 The actions described -in paragraphs,1-0.2.1 and 10.2.2 above may -be applied to all
or any part of the activities funded by this Agreement.
10.2.4 The Department will notify the Project Sponsor in writing of any action taken
pursuant to this Article, by certified mail, return receipt requested, or by in person
delivery with proof of delivery. The notification will include the reason(s) for
such action, any conditions relating to the action taken, and the necessary
corrective action(s).
10.3 TERMINATION.
10.3.1 Termination Because of Lack of Funds.
In the event the City does not receive funds to finance this Agreement from its
funding source, or in the event that the City's funding source de -obligates the
funds allocated to fund this Agreement, the Department may terminate this
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Agreement upon not less than twenty-four (24) hours prior notice in writing to the
Project Sponsor. Said notice shall be delivered by certified mail, return receipt
requested, or by in person delivery with proof of delivery. In the event that the
City's funding source reduces the City's entitlement under the HOPWA Program,
the City shall determine, in its sole and absolute discretion, the availability of
funds for the Project Sponsor pursuant to this Agreement.
10.3.2 Termination for Breach.
The Department may terminate this Agreement, in whole or in part, in the event
the Department determines, in its sole and absolute discretion, that the Project
Sponsor is 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 Project Sponsor to the City,
direct or contingent, whether now or hereafter due, existing, created or arising.
10.3.3 Unless the Project Sponsor's breach is waived by the Department in writing, the
Department' may, by written notice to the PROJECT SPONSOR, terminate this
Agreement upon not less than twenty-four (24) hours prior written notice. Said
notice shall be delivered by certified mail, return receipt requested, or by in
person delivery with proof of delivery. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any other breach and shall not
be construed to be a modification of the terms of. this Agreement. The provisions
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hereof are not intended to be, and shall not be, construed to limit the
Department's right to legal or equitable remedies.
10.3.4 The City retains the right to terminate this Agreement at any time prior to the
completion of the services/Work Program required under this Agreement, without
penalty to the City. in the event of any such termination, the City shall provide
written notice of termination to the Project Sponsor, which shall be paid for
services rendered prior to the date of such notice of termination. Such notice shall
be deemed given when and as provided in Section 11.10.1 hereof.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 INDEMNIFICATION.
The Project Sponsor shall pay and save- the- City harmless _from -and against any and_atl ---
claims, liabilities, losses, and causes of action which may arise out of the Project Sponsor's
activities related to the Work Program or otherwise under this Agreement, including all acts or
omissions to act on the part of the Project Sponsor and/or any persons acting for or on its behalf,
and from and against any relevant orders, judgments, or decrees which may be entered against
the City, and from and against all costs, attorney's fees, expenses, and liabilities incurred by the
City in the defense or investigation of any such claims or other matters.
11.2 AMENDMENTS.
No amendments to this Agreement shall be binding unless in writing and signed by both
parties hereto. Budget modifications shall be approvec1153, the Depat`trnertCin-writing:
11.3 OWNERSHIP OF DOCUMENTS.
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All documents developed by the Project Sponsor under this Agreement shall be delivered
to the City upon completion of the activities required pursuant to this Agreement and shall
become the property of the City, without restriction or limitation on their use if requested by the
City. The Project Sponsor agrees that all documents maintained and generated pursuant to this
Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida
Statutes.
It is further understood by and between the parties that any document which is given by
the City to the Project Sponsor pursuant to this Agreement shall at all times remain the property
of the City and shall not be used by the Project Sponsor for any other purpose whatsoever
without the prior written consent of the City.
11.4 AWARD OF AGREEMENT.
The Project Sponsor warrants that is has not employed or retained any person employed
by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed
to pay any person employed by the City any fee, commission, percentage, brokerage fee, or gift
of any kind contingent upon or resulting from the award of this Agreement.
11.5 NON-DELEGA.BILITY.
The obligations undertaken by the Project Sponsor pursuant to this Agreement shall not
be delegated or assigned to any other person or firm, in whole or in part: (a) except in
accordance with the requirements of Section 7.14 hereof, and (b) without the City's prior written
consent which may be granted or withheld in the City's sole discretion.
11.6 CONSTRUCTION OF AGREEMENT.
This Agreement shall be construed and enforced according to the laws of the State of
Florida.
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11.7 CONFLICT OF INTEREST.
11.7.1 The Project Sponsor covenants that no person under its employ who presently
exercises any functions or responsibilities in connection with HOPWA Program
funded activities has any personal financial interest, direct or indirect, in this
Agreement. The Project Sponsor further covenants that, in the performance of
this Agreement, no person having such a conflicting interest shall be -employed.
Any such interest on the part of the Project Sponsor or its employees must be
disclosed in writing to the City.
11.7.2 The Project Sponsor is aware of the conflict of interest laws of the City of Miami
(City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County
Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), and
agrees that it shall comply in all respects with the terms of the same.
11.7.3 Procurement. The Project Sponsor shall comply with the standards contained
within OMB Circular No. A-110.
11.7.4 In all other cases, the Project Sponsor shall comply with the standards contained
within 24 CFR 574.625.
11.5 NO OBLIGATION TO RENEW.
Upon expiration of the term of this Agreement, the Project Sponsor agrees and
understands that the City has no obligation to renew this Agreement.
11.9 ENTIRE AGREEMENT:
This -instrument and its_attacbments constitute the only Agreement of the parties hereto
relating to the HOPWA funds and sets forth the rights, duties, and obligations of each of the
3]
parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
11.10 GENERAL CONDITIONS.
11.10.1 All notices or other communications which shall or may be given pursuant to
this Agreement shall be in writing and shall be delivered by in person delivery
or by registered mail addressed to the other party at the address indicated herein
or as the same may be changed from time to time upon notice in writing. Such
notice shall be deemed given on the day on which personally served, or, if by
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 2"d Avenue, 2nd Floor
Miami, Florida 33130
PROJECT SPONSOR
Center of Information & Orientation, Inc.
181 NE 82 Street, 2nd Floor
Miami, FL 33138
11.10.2 Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
11..10.3 In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached. documents, the terms in this Agreement
shall control.
11.10.4 No waiver of breach of any provision of this Agreement shall constitute .a
waiver of any subsequent breach of the same or any other provision hereof, and
no waiver shall be effective unless made in writing.
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11.10.5 Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid,
illegal or otherwise unenforceable under the laws of the State of Florida or the
City of Miami, such provision, paragraph, sentence, word or phrase shall be
deemed modified to the extent necessary in order to conform with such laws, or
if not modifiable to conform with such laws, then same shall be deemed
severed, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect.
11.11 INDEPENDENT CONTRACTOR.
The Project Sponsor and its employees and agents shall be deemed to be independent
contractors and not agents or employees of the City, and shall not attain any rights or benefits
under the Civil Service or Pension Ordinances of the City or any rights generally afforded
classified or unclassified employees; further, they shall not be deemed entitled to the Florida
Worker's Compensation benefits as employees of the City.
11.12 SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon the parties hereto, and their respective heirs,
executors, legal representatives, successors, and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized on the date above written.
• PROJECT SPONSOR:
Center of Information & Orientation, Inc,
181 NE 82 Street, 2nd Floor
Miami, FL 33138
a Florida not -for -profit corporation
ATTEST:
Name: Arsene Noel Date
Title Corporate Secretary
ATTEST:
By:
Name Miche%Sa(nvil Date
Title: Executive Director
CORPORATE SEAL:
CITY OF MIAMI., a municipal Corporation
of _tide: State of Florida
177eYe--- erWeli
Priscilla A. T ompson Date oe Arriola Date
City Clerk City Manager
APPROVED AS TO
INSURANCE REQUIREMENTS:
Dania F. Carrillo, Administrator D
Risk Management
APPROVED AS TO FORM AND
CORRECTNESS:
Jo '.:rnandez k
City • ey
Date
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