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HomeMy WebLinkAboutExhibit 6PROGRAM INCOME AND REPAYMENTS 9.1 PROGRAM INCOME 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 activitythat is only y partially assisted with the HOPWA funds, the income shall be prorated to reflect the percentage of HOPWA funds used. Pro gram 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 ns 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 shall identify a Work Program Status Report. The Program Income ReportP 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 1 ct Sponsor that do not meet the eligibility requirements, as applicable, must be repaid p to the City. ARTICLE X REMEDIES, SUSPENSION, TERMINATION 10.1 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 Project Sponsor by certified mail, return receipt requested or by in person delivery with proof of delivery. Project Sponsor 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 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 payment 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 severe enforcement action as the City 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 may be 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 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 HOP WA 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 10.2.1 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 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 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 all 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 approved by the Department in writing. 11.3 OWNERSHIP OF DOCUMENTS. 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-DELEGABILITY. 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. 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. I1.7.3 Procurement. The Project Sponsor shall comply with the standards contained within 24 CFR Part 84 (the revised OMB Circular No. A-1 I0). 11.7.4 In all other cases, the Project Sponsor shall comply with the standards contained within 24 CFR 574.625. 11.8 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 attachments constitute the only Agreement of the parties hereto relating to the HOP WA 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. 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 2nd Avenue, 2nd Floor Miami, Florida 33130 PROJECT SPONSOR Spanish American Basic Education & Rehabilitation, Inc. 3990 W. Flagler St Miami, FL 33134 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. 1 1.10.5 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, 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. ATTEST: Name: Title Date PROJECT SPONSOR: Spanish American Basic Education & Rehabilitation, Inc, 3990 W. Flagler St Miami, FL 33134 a Florida not -for -profit corporation By: Name: Title: CORPORATE SEAL: Date ATTEST: CITY OF MIAMI, a municipal Corporation of the State of Florida By: By: Priscilla A. Thompson Date Pedro G, Hernandez Date City Clerk City Manager APPROVED AS TO APPROVED AS TO FORM AND INSURANCE REQUIREMENTS: CORRECTNESS: LeeAnn Brehm Date Jorge L. Fernandez Date Risk Management City Attorney