HomeMy WebLinkAboutExhibit 2CITY OF MIAMI, FLORIDA
EMERGENCY SHELTER GRANT
EMERGENCY SHELTER FACILITIES AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this _ th day of
, 20_, between the City of Miami, a municipal corporation of the
State of Florida (hereinafter referred to as the "City"), and The Sundari Foundation, Inc.,
Inc., a Florida not for Profit corporation (hereinafter referred to as the "Subrecipient").
FUNDING SOURCE: Emergency Shelter Grant ("ESG") Funds
AMOUNT: $50,000.00
TERM OF THE AGREEMENT: Effective Date of this agreement shall be 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
tern hereof for a period not to exceed one (1) year, subject
to extension of Program and availability and appropriation
of grant funds.
IDIS NUMBER:
GEMS NUMBER:
PROPERTY OWNER: The Sundari Foundation, Inc.
PROPERTY ADDRESS: 217 N.W. 15th Street
Miami, Florida 33136
NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein set forth, the parties understand and agree as follows:
1.1 EXH•
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
ARTICLE I
EXHIBITS AND DEFINITIONS
Attached hereto and forming a part of this Agreement are the fol.lowing:
Corporate Resolution
Work Program
Budget
Certification Regarding Lobbying Forrn
Certification Regarding Debarment, Suspension and other
Responsibility Matters (Primary Covered Transactions Fonn)
Florida Statues on Public Entity Crime
Exhibit G Insurance Requirements
1.2 DEFINED TERMS.
Act or 24 CFR 576:
Agreement Records:
ESG
Abused herein the following terms shall mean:
Emergency Shelter Grants program contained
in subtitle B of title IV of the Stewart B.
McKinney Homeless Assistance Act.
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.
The grant in the amount of $50,000.00 from the
City to the Subrecipient to perform the Work
Program.
2
ESG Program:
ESG Requirements:
Department:
Federal Award:
Low- and -Moderate- Income
Person:
Emergency Shelter Grant Program.
The requirements established by, the City of
Miami, including, but not limited to, the
requirements of 24 CFR Part 576.
The City of Miami Department of Community
Development.
Any federal funds received by the Subrecipient
from any source during the period of time in
which the Subrecipient is performing the
obligations set forth in this Agreement.
A member of a low- or moderate -income
family 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.
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 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 ESG 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.
3
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 accomplislunent of tasks in carrying out the
Work Program. These projected milestones and deadlines are a basis for
measuring actual progress during the term of this Agreement. These items
shall be in sufficient detail to provide a sound basis for the City to effectively
monitor performance by the Subrecipient under this Agreement.
The Budget attached hereto as Exhibit C, which shall include: completion of the
Subrecipient's Work Itemized Budget, Budget Narrative, Cost Allocation and Staff
Salaries Schedule, as applicable.
2.3 A list of the Subrecipient's present ownership (names, addresses and telephone
numbers).
.aa
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 letter agreeing to comply with the following, as applicable: the Office of
Management and Budget ("OMB") Circular No.A-87 "Principles for Determining
Costs Applicable to Grants and Agreements with State, Local and Federally
recognized Indian Tribal Governments;" OMB Circular No. A-110, Attachments
"A" (Cash Depositories), "B" (Bonding and Insurance), "C" (Retention and
Custodial Requirements for Records), "F" (Standards for Financial Management
Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property
Management Standards), and "0" (Procurement Standards); OMB Circular Nos. A-
4
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 ESG Program
Regulations Final Rule, 24 CFR Part 35, Lead Based Paint Regulations, and 24 CFR
Parts 85 and 510.
2.8 Copy of the Subrecipient's last federal income tax return (IRS Form 990).
2.9 The following corporate documents:
(i) Bylaws, corporate 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 forni
satisfactory to the City.
2.10 ADA Certification.
2.11 Drug Free Certification.
2.12 All other documents required by the City.
ARTICLE III
TERMS AND PROCEDURES
3.] 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 date that the City Clerk attests the
signature of the City Manager; the end date of this agreement shall be September 30,
5
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 and availability and
appropriation of grant funds.
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 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 City of Miami "Policies and Procedures
Manual for Community Development Block Grant Sub -recipients" as the official
document which outlines the fiscal, administrative and federal guidelines which' shall
regulate the day-to-day operations of the Subrecipient with regard to the City of
Miami Contribution hereunder. The "Policies and Procedures Manual for
Community Development Block Grant Sub -recipients" is incorporated herein and.
made a part of this Agreement.
3.5 LEVEL OF SERVICE:
Should start-up time for the Work Program be required, or in the event of the
occurrence of any delays in the activities thereunder, the Subrecipient shall
immediately notify the Department in writing, giving all pertinent details and
indicating when the Work Program shall begin .and/or continue. It is understood and
agreed that the Subrecipient shall maintain the level of activities and expenditures in
existence prior to the execution of this Agreement. Any activities funded through or
as a result of this Agreement shall not result in the displacement of employed
workers, impair existing agreements for services or activities, or result in the
substitution of funds allocated under this Agreement for other funds in connection
with work which would have been performed in the absence of this Agreement.
ARTICLE IV
ESG 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 INSCJRANCE:
The Subrecipient shall obtain and furnish evidence of any insurance coverage the City
Project and/or Property, including but not limited to that
'. All such policies shall provide the City with mandatory
may require relating the
described on Exhibit "G'
written notice of cancellation or material change from the insurer not less than thirty (30)
days prior to any such cancellation or material change, and all such policies shall be
written by insurance companies satisfactory to the City and shall insure the City as an
additional insured, with a loss payable clause in favor of the City.
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 to the City all financial
and other applicable records and documentation of services. Any payment made by
the City 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.
8
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 ESG Program activities, and is also subject to
amendment or termination due to Iack of funds or authorization, reduction of funds,
and/or changes in regulations.
ARTICLE V
AUDIT
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 generally accepted government
accounting standards and OMB Circular A-133. The audit shall deteiinine
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
9
whether the Subrecipient has complied with applicable laws and regulations
and the requirements 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 certified financial statements and
a schedule of expenditures of Federal Awards; a summary schedule of prior
audit findings; the auditor's report and the corrective action plan, if required.
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 accounting 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 testing, and, where applicable, refer to the
separate schedule of findings and questioned costs.
c) a report on compliance with applicable laws, regulations, and the
requirements of contracts including this Agreement, noncompliance with
which could have a material affect on the financial statements. This
report shall also include an opinion (or disclaimer of opinion) as to
whether the Subrecipient complied with applicable laws and regulations,
and the requirements of contracts including this Agreement which could
have a direct and material affect on the Work Program and, where
applicable, refer to the separate schedule of findings and questioned
costs,
d) a schedule of findings and questioned costs which shall include the
requirements of OMB Circular A-133.
5.I.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
]incited scope audits will be paid for and arranged by the City and address
one or more of the following types of compliance requirements: activities
allowed or disallowed; 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
11
The Subrecipient shall establish and maintain sufficient records to enable the City to
determine whether the Subrecipient has met the requirements of the ESG 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 ESG Funds, including its location (if the activity has a
geographical locus), the amount of ESG Funds budgeted, obligated and
expended for the activity, and the specific provision in the ESG 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 ESG 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
glow- and moderate -income person" and "low -and moderate -income
household" as set forth in the ESG Program regulations; or, 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 the ESG Program regulations; or, the
Subrecipient may substitute a notice that the assisted person is a referral from
a 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 Iow-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 the ESG
Program regulations.
(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 ESG Program
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 the ESG 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 the
ESG Program regulations which implement Section 3 of the Housing
Development Act of 1968, as amended (12 U.S.C. 1701U) relative to
the hiring and training of low- and moderate -income persons and the
use of local businesses.
6.1.4 Financial records, in accordance with the applicable ESG Program
regulations.
6.1.5 All 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:
14
Ci.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 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 Subrecipient's obligations
hereunder, including, but not limited to, 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.
The Subrecipient shall retain and shall require the General Contractor and all
Subcontractors to retain, all Agreement Records for a period of at least three
15
(3) years subject to the limitation that for all ESG assisted rehabilitation
projects, the retention period shall begin upon U.S. HUD's acceptance of the
City annual Grantee Perfonnance Report in which each rehabilitation project
is reported on for the final time.
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 Subrecipient 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 use. The Department shall have unlimited
16
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 rectifyall 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.
17
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 VII
OTHER ESG PROGRAM REQUIREMENTS
7.] The Subrecipient shall maintain current documentation that its activities are ESG
eligible in accordance with 24 CFR Part 576.21.
18
7.2 The Subrecipient shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with ESG 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 576 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 The Subrecipient shall, to the greatest possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.5.1. The Subrecipient shall comply and shall require the General Contractor to
comply with Section 504 of the Rehabilitation Act of 1973, as amended,
which prohibits discrimination on the basis of handicap; Title VI of the Civil
Rights Act of 1964, as amended, which prohibits discrimination on the basis
of race, color, or national origin; the Age Discrimination Act of 1975, as
amended, which prohibits discrimination on the basis of age; Title VIII of the
Civil Rights Act of 1968, as amended, and Executive Order 11063 which
prohibits discrimination in housing on the basis of race, color, religion, sex,
or national origin; Executive. Order 11246 which requires equal employment
19
opportunity; and with the Energy Policy and Conservation Act (Pub.L94-1
63) which requires mandatory standards and policies relating to energy
efficiency; and with the Domestic Violence Leave, codified as IIA-60 et. seq.
of the Miami -Dade County Code, which requires an employer, who in the
regular course of business has fifty (50) or more employees working in
Miami -Dade County for each working day during each of twenty (20) or
more calendar work weeks to provide domestic violence leave to its
employees.
7.5.2. If the grant amount payable to the Subrecipient pursuant to the tenns of this
Agreement is in excess of $100,000, the Subrecipient shall comply and shall
require the General Contractor to comply with all applicable standards,
orders, or regulations, issued pursuant to Section 306 of the Clean Air Act of
1970 (42 U.S.C. 1857h), as amended; the Federal Water Pollution Control
Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33
U.S.C. 1368); Environmental protection Agency regulations (40 CFR Part
15); and Executive Order 11738.
7,5.3. Assurance of Compliance with Section 504 of the Rehabilitation Act - The
Subrecipient shall report its compliance with Section 504 of the
Rehabilitation Act whenever so requested by the City.
7.5.4 Americans with Disabilities Act (ADA) of 1990 -'The Subrecipient shall and
shall require tenants to attest to and submit the required Disability Non-
discrimination Affidavit assuring compliance with all applicable
requirements of the ADA.
20
7.6 The Subrecipient shall use the funds emergency shelter and transitional housing
operating costs under 24 CFR 576.21.
7.7 The Subrecipient shall carry out its Work Program in compliance with all federal laws
and regulations, including those described in the ESG Program regulations (24 CFR 576).
7.8 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION:
If the Subrecipient is or was created by a religious organization, the Subrecipient agrees
that all ESG Funds disbursed under this Agreement shall be subject to the conditions,
restrictions, and limitations of the ESG Program regulations.
As a general rule, ESG assistance may not be used for religious activities or provided to
primarily religious entities for any activities, including secular activities. The
Subrecipient shall comply with those requirements and prohibitions when entering into
subcontracts.
7.9 REVERSION OF ASSETS:
Upon expiration/termination of this Agreement, the Subrecipient must transfer to the City
any ESG Funds and all property purchased with the use of contract funds and on hand at
the time of expiration/termination and any accounts receivable attributable to the use of
ESG Funds.
7.10 The Subrecipient shall incorporate into all contracts with contractors and shall require all
contractors to incorporate into all subcontracts the following requirements:
The contractor/subcontractor shall:
•
a. Contact the Subrecipient and the City prior to taking any action, to
schedule a meeting to receive compliance information.
21
b. Comply with the contractor's procurement and pre -award requirements
and procedures which, at a minimum, shall adhere to all applicable federal
standards.
c. CompIy with the Copeland Anti -Kick Back Act; Contract Work Hours and
Safety Standards Act; and Lead -Based Paint Poisoning Prevention Act;
and other related acts, as applicable.
d. Submit to the Subrecipient and City for written approval all proposed
Solicitation Notices, Invitations for Bids, and Requests for Proposals prior
to publication.
e. Submit to the Subrecipient and the City all construction plans and
specifications and receive the Subrecipient and the City's approval prior to
implementation.
. .8a
7.11. .PRIOR APPROVAL:
The Subrecipient shall obtain, and shall require all contractors and subcontractors to
obtain, prior written approval from City prior to undertaking any of the following:
a. The engagement, execution, or termination of any subcontracts or contract
assignments, wherein ESG finds will be used to pay for goods or services.
The Subrecipient, contractor and subcontractors must submit all proposed
agreement documents to the City at least thirty (30) days prior to the start
date of the agreement, •
b. The addition of any items not specifically listed in the approved Budget.
c. The modification or addition of all Job descriptions.
7.13 ENFORCEMENT OF THIS AGREEMENT:
22
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, as set
forth more fully below in Article IX of this Agreement.
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 ESG Funds. When such income is generated by an
activity that is only partially assisted with the ESG Funds, the income shall be prorated to
reflect the percentage of ESG Funds used. Program income generated by ESG 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 expirationitemmination shall be paid to the City, as required by the
ESG 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 ESG activities in
which income was derived and how income has been utilized.
8.2 REPAYMENTS:
23
Any interest or other return on the investment of the ESG Funds shall be remitted to the
City on a monthly basis. Any ESG 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
9.1 REMEDIES FOR NONCOMPLIANCE:
The City retains the right to terminate this Agreement at any time prior to the completion
of the services or work 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 and/or that work 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 Subrecipient 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.
24
a
9.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of
the cost of the activity or action not in compliance.
9.1.3 Wholly or partly suspend or terminate the current ESG Funds awarded to the
Subrecipient.
9.1.4 Withhold further ESG grants and/or loans for the SUBRECIPIENT.
9.1..5 Take all such other remedies that may be legally available.
9.2 SUSPENSION:
9.2.1 The Department may, for reasonable cause temporarily suspend the
Subrecipient's 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:
a. Ineffective or improper use of the ESG Funds by the Subrecipient;
b. Failure by the Subrecipient to materially comply with any teen or
provision of this Agreement;
c. Failure by the Subrecipient to submit any documents required by
this Agreement; or
d. 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.
92.4 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 ESG 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 tenn or provision of this
Agreement.
26
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 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 1NDENINIFICATION:
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
27
orders, judgments, or decrees which may be entered against the City, and from and
against all costs, attonrey'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 amendment 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 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,
2s
percentage, brokerage fee, or gift of any kind contingent upon or resulting from the
award of this Agreement.
1.0.5 NON-DELEGABILITY:
The obligations undertaken by the Subrecipient pursuant to this Agreement shall not
he 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.
1.0.6 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 ESG 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.
29
1
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 ESG 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 certified 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 oft 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, 2" d Floor
Miami, Florida 33130
Subreci ient
The Sundari Foundation, Inc.
217 N.W. 15th Street
Miami, Florida 33136
3•0
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.
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 confomi 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.
10.11 INDEPENDENT CONTRACTOR.
The Subrecipient, the General Contractor, the Project Architect and their 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
31
1
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 Agree
ment shall be binding upon the parties hereto, and their respective heirs,
executors, legal representatives, successors, and assigns.
10.13 SUBRECIPIENT CERTIFICATION:
ubreci ient certifies that it possesses the legal authority to enter into this
The S P
ment pursuant to authority that has been duly adopted or passed as an official
Agreep act of
the Subrecipient's governing body, authorizing the execution of the
Agreementincluding all understandings and assurances contained herein, and
Agreen ,
directing and authorizing the person identified as the official representative of the
din g
eci ient to act in connection with this Agreement and to provide such
S ub1 p - 'ad
information as may be required..
] 0.14 The
gUBRECIPIENT shall not assume the CITY's environmental responsibilities
describ
ed at 24 CFR 576.57(e) of the ESG Program regulations nor the C1TY's
sibilit for initiating the review process under Executive Order 12372.
1•e5p011 Y
SUB
RECIP1ENT shall not commit or spend any grant funds until the City has
advised
SUBRECIPIENT that the proposed work program has received
environmental clearance to proceed.
32
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.
Subrecipient:
ATTEST:
The Sundari Foundation, Inc.
217 N.W. 151h Street
Miami, Florida 33136
a Florida -not -for -profit Corporation
By:
Name:
Corporate Secretary Date Title:
SEAL:
ATTEST:
City of Miami, a municipal
corporation of the State of Florida
D ate
By: Date
Date Pedro G. Hernandez
Priscilla A. ThompsonDate
Manager
City Clerk
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
Date Jorge L. Fernandez Date
LeeAnn Brehm City Attorney
Risk Management
33