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HomeMy WebLinkAboutExhibit 4ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Exhibit B Work Program Exhibit C Compensation and Budget Summary Exhibit D Certification Regarding Lobbying Form Exhibit E Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form) Exhibit F Crime Entity Affidavit Exhibit G Insurance Requirements 1.2 DEFINED TERMS. As used herein the following terms shall mean: Agreement Records: Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the Project Sponsor or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. CFR Code of Federal Regulations. Department The City of Miami Department of Community Development. Federal Award Any federal funds received by the Project Sponsor from any source during the period of time in which the Project Sponsor is performing the obligations set forth in this Agreement, HOPWA The Housing Opportunities for Persons With AIDS Program, HOP WA Regulations Regulations promulgated by HUD for the HOPWA Program, 24 CFR Part 574, Final Rule, and any changes thereto. Low Income Households whose gross income does not exceed 80% of the area median income for the PMSA, as determined by HUD, as of a specific effective date. PMSA Primary Metropolitan Statistical Area (all of Miami - Dade County). U.S. HUD or HUD The United States Department of Housing and Urban Development. Work Program The services being contracted for under this Agreement. ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the City and must be on file with the Department prior to the City's execution of this Agreement: 2.1 The Work Program submitted by the Project Sponsor to the City which shall become attached hereto as Exhibit B to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities to be carried out by the Project Sponsor. It should specifically describe the activities to be carried out as a result of the expenditure of HOPWA funds. Where appropriate it should list measurable objectives, define the who, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be served. 2.1.2 The schedule of activities and measurable objectives 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 AIlocation, and copies of all subcontracts and/or management services agreements funded in whole or in part under this Agreement. 2.3 A list of the Project Sponsor's present officers and members of the Board (names, addresses and telephone numbers). 2.4 A list of key staff persons (with their titles) who will carry out the Work Program. 2.5 Completion of an Authorized Representative Statement. 2.6 Completion of a Statement of Accounting System. 2.7 A copy of an engagement letter from an independent certified public accountant which includes a fiscal review and expresses an opinion of the Project Sponsor's internal controls and compliance with laws, regulations and all requirements of OMB Circular No. A-133 (Revised June 24, 1997 or other most current Revision). 2.8 A copy of the Project Sponsor's Iast audit report as performed by an independent Certified Public Accountant in accordance with OMB Circular No. A-133 (Revised June 24, 1997 or other most current Revision). 2.9 A copy of the Project Sponsor's corporate personnel policies and procedures. 2,10 Job description and resumes for all positions funded in whole or in part under this Agreement. 2.11 Acceptance of: 1) Office of Management and Budget ("OMB") Circular No. A-110, Attachments "A" (Cash Depositories), "B" (Bonding and Insurance), "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property Management Standards), and "0" (Procurement Standards); 2) OMB Circular Nos. A-122 and A-2I: "Cost Principles for Non -Profit Organizations and Cost Principles for Educational Institutions," Policies and Procedures Manual for Community Based Project Sponsors, 24 CFR Part 574, Housing Opportunities for Persons With AIDS; 3) Final Rule and Lead Based Paint Regulations 24 CFR Part 35. 4) The Project Sponsor is aware of and accepts the City of Miami Policies and Procedures Manual, HOPWA as the official document which outlines the fiscal, administrative and federal guidelines which shall regulate the day-to- day operations of the Project Sponsor. The HOPWA 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. ARTICLE III TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on behalf of the City in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 EFFECTIVE DATE AND TERM. Effective Date of this agreement shall be the latter of October 1, 2006 or the date that the City Clerk attests the signature of the City Manager; the end date of this agreement shall be September 30, 2007 with the City of Miami retaining the option to extend the term hereof for a period not to exceed one (1) year, subject to extension of Program availability and appropriation of Grant funds. 3.3 OBLIGATIONS OF PROJECT SPONSOR. The Project Sponsor shall carry out the services and activities as prescribed in its Work Program, 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 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. (g) 3.5 PRIOR APPROVAL. The Project Sponsor shall obtain the prior written approval of the City prior to undertaking any of the following with respect to the project and/or the Work Program: (a) The addition of any positions not specifically listed in the approved Itemized Budget. (b) The modification or addition of any job descriptions. (c) The purchase of any non -expendable personal property. (d) The disposition of any real property, expendable personal property or any non -expendable personal property. Any out-of-town travel not specifically listed in the Itemized Budget. (e) (f) 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. (h) 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 Project Sponsor shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the Project Sponsor shall furnish to the CITY original certificates of insurance indicating that the Project Sponsor is in compliance with the provisions described in Exhibit "G" attached hereto, which by this reference is incorporated into this Agreement. 4.3 FINANCIAL ACCOUNTABILITY. The City reserves the right to audit the records of the Project Sponsor at any time during the performance of this Agreement and for a period of 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 its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the Project Sponsor are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS. The City reserves the right to recapture funds in the event that the Project Sponsor shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the City at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for HOPWA Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in regulations or local HUD interpretations of regulations and directives.