HomeMy WebLinkAboutAgreement 2CITY OF MIAMI, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT
PUBLIC FACILITIES AND IMPROVEMENTS AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this _th day of
, 2004, between the City of Miami, a municipal corporation of the State of
Florida (hereinafter referred to as the "City"), and [Agency]. , a Florida not for Profit corporation
(hereinafter referred to as the "Subrecipient").
FUNDING SOURCE: Community Development Block Grant ("CBDG") Funds
AMOUNT: [Amount]
TERM OF THE AGREEMENT:
IDIS NUMBER:
SCI NUMBER:
PROPERTY OWNER: [ARencyl
PROPERTY ADDRESS: IAddressl
[City], [State] [Zip]
TOTAL ESTIMATED PROJECT COST: tAmountl
City of Miami Contribution
Subrecipient Contribution
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set
forth, the parties understand and agree as follows:
1.1 EXHIBITS.
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
ARTICLE I
EXHIBITS AND DEFINITIONS
Attached hereto and forming a part of this Agreement are the following:
Subrecipient's Corporate Resolution approving execution
Agreement
of this
Work Program
Budget
Declaration of Financial Interests
Certification Regarding Lobbying Form
Certification Regarding Debarment, Suspension and other Responsibility
Matters (Primary Covered Transactions Form)
Florida Statues on Public Entity Crime
1.2 DEFINED TERMS, As used herein the following terms shall mean:
Act or 24 CFR 570:
Agreement Records:
CDBGJ'unds:
Title I of the Housing and Community
Development Act of 1974, as amended.
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 [Amount] from the City
to the Subrecipient to perform the Work Program.
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CDBG Program:
CDBG Requirements:
Department:
Federal Award:
Job Creation/Job Retention:
Low- and -Moderate- Income
Person:
Community Development Block Grant Program.
The requirements established by the City of Miami,
including, but not limited to, the requirements of 24
CFR Part 270.
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.
Permanent jobs at least 51% of which (computed on
a full-time equivalent basis) will be made available
to or held by low -and moderate -income persons.
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 CDBG Funds. Where appropriate it should list
measurable objectives, define the who, what, where and when of the project, and
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in general detail how these activities will ensure that the intended beneficiaries
will be served.
2.1.2 The schedule of activities and measurable objectives plays an essential role in the
grant management system. The schedule should provide projected milestones and
deadlines for the accomplishment of tasks in carrying out the Work Program.
These projected milestones and deadlines are a basis for measuring actual
progress during the term of this Agreement. These items shall be in sufficient
detail to provide a sound basis for the City to effectively monitor performance by
the Subrecipient under this Agreement.
2.2 The Budget 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).
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-1 10, 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);
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OM13 Circular Nos. A-122 and A-21: "Cost Principles for Non -Profit Organizations and
Cost Principles for Educational Institutions," as modified by 24 CFR Section
570.502(a)(b); "Applicability of Uniform Administrative Requirements" of the CDDG
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 Subreeipient's Corporate Secretary, authorizing the consummation
of the transactions contemplated hereby, all in a form 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
3,1 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:
This Agreement shall be effective as of October 1, 2004 and end on September 30, 2005.
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3.3 OBLIGATIONS OF SUBRECJPIENT:
The Subrecipient shall carry out the services and activities as proscribed 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 activitiesfunded 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
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funds in connection with work which would have been performed in the absence of this
Agreement.
ARTICLE IV
CDBG FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION:
A. The City shall pay the Subrecipient, as maximum compensation for the
services required pursuant to this Agreement, the sum of [Amount].
B. During the term hereof and for a period of three (3) years following the
date of the last payment made hereunder, the City shall have the right to
review and audit the records of the Subrecipient pertaining to any CDBG
Funds and/or payments by the City.
C. All payments shall be reimbursements for expenditures incurred only
during the term of this Agreement and in compliance with the approved
line -item Itemized Budget attached hereto as Exhibit C. Each written
request for payment/reimbursement shall contain a statement declaring
and affirming that all expenditures were made in accordance with the
approved Budget. All documentation in support of each request for
reimbursement hereunder shall be subject to approval by the City at the
time the request is made, and all invoices are required to be paid by the
Subrecipient prior to submission. All reimbursements must. be in line -item
form and be in accord with this Agreement. All expenditures must be
verified by the original invoice with a copy of the check that was used to
pay that specific invoice. Within 60 days of submitting each
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reimbursement request, copies of the canceled checks evidencing the
payments by the Subrecipient for which reimbursement has been
requested shall be submitted to the City. In the event that an invoice is
paid by various funding sources, a copy of the invoice may be submitted
but must indicate the exact amounts paid by the various funding sources
equaling the total of the invoice. No miscellaneous categories shall be
accepted as a line -item in the Budget. A maximum of two (2) requests for
line -item changes are allowable, with prior review and approval by the
City. All line -item changes must be made at least sixty (60) days prior to
the end of the term of this Agreement.
D. Requests for payment must be made at least on a monthly basis.
Reimbursement requests must be submitted to the City within thirty (30)
calendar days after the indebtedness has been incurred. Failure to comply
with these time frames for requesting reimbursement/payment will result
in the rejection of those invoices within the reimbursement package which
do not meet these requirements.
E. The Subrecipient must submit the final request for payment to the City
within thirty (30) calendar days following the expiration of this
Agreement. If the Subrecipient fails to comply with this requirement, the
Subrecipient shall forfeit all rights to payment and the City shall not honor
any request submitted thereafter.
F. Any payment clue under this Agreement may be withheld pending the
receipt and approval by the City of all reports, and any modifications
thereto, due from the Subrecipient as a part of this Agreement.
4.2 BONDING AND INSURANCE:
At all times during the term hereof, the Subrecipient shall maintain insurance and
bonding coverage acceptable to the City. Prior to commencing any activity under this
Agreement, the Subrecipient shall furnish to the City original certificates of insurance
and bonding indicating that the Subrecipient is in compliance with the provisions of this
Article.
4.2.1 The Subrecipient shall provide the following coverage:
(i) Comprehensive General Liability and umbrella liability coverage in an
amount not less than $300,000.00 per person per occurrence, protecting
the City and the Subrecipient against liability incidental to the use of, or
resulting from an accident occurring on or about, its property, including
coverage for: (a) fire, explosion, collapse and underground hazards,
completed operations and independent contractors, and (b) automobile
liability for all owned vehicles, as well as coverage for non -owned and
hired automobiles.
(ii) Workers' compensation insurance as required by the laws of the State of
Florida.
(iii) Flood insurance, if applicable, in such amount as may be required by the
City.
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(iv) A bid bond or performance bond in such form as may be required by the
City,
4,2.2 Fidelity bonding 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,
4.2.3 The Subrecipient shall require the Project Architect to be insured. The
Subrecipient shall require the Project Architect to furnish to City of Miami,
Department of Community Development, 444 SW 2" Avenue, Miami FL 33130,
Certificate(s) of Insurance evidencing insurance coverage that meets the
requirements outlined below, and all such other/additional insurance as may be
required by, and acceptable to, the City.
In addition to the insurance required in 4.2.1 through 4.2.2 above, a Certificate of
Insurance must be provided as follows:
(i) The Subrecipient shall require the Project Architect to carry Professional
Liability Insurance in an amount not less that $1,000,000 per occurrence
providing for al] sums which the Project Architect shall become legally
obligated to pay as damages for claims arising out of the services
performed by the Project Architect or any persons employed by the
Project Architect in connection with this Agreement. This insurance shall
be maintained for a period of two (2) years after the Certificate of
Occupancy, Certificate of Completion or their equivalent is issued for the
Work Program.
4.2.4 The Subrecipient shall require the General Contractor to be insured. The
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Subrecipient shall require the General Contractor to furnish to City of Miami,
Department of Community Development, 444 S.W. 2"d Avenue — 2"4 Floor,
Miami, Florida 33130, Certificate(s) of Insurance evidencing insurance coverage
that meets the requirements outlined below, and all such other/additional
insurance as may be required by, and acceptable to, the City.
In addition to the insurance required in 4.2.1 through 4.2,3 above, a Certificate of
Insurance must be provided as follows:
(i) The Subrecipient shall require the General Contractor to carry
Professional Liability Insurance in the name of the General Contractor or
licensed design professional employed by the General Contractor in an
amount not less than $1,000,000 per occurrence providing for all sums
which the General Contractor shall become legally obligated to pay as
damages for claims arising out of the services performed by the General
Contractor or any persons employed by the General Contractor in
connection with this Agreement. This insurance shall be maintained for a
period of two (2) years after the Certificate of Occupancy, Certificate of
Completion or their equivalent is issued for the Work Program.
(ii) Completed Value Builder's Risk Insurance on an "All Risk" basis in an
amount not less than one hundred (100%) percent of the insurable value of
the building(s) or structure(s). The policy shall name the City as
additional Insured.
4.2.5. All such insurance shall insure the City as the primary additional insured, with a
loss payable clause in favor of the City, The Subrecipient shall be required to
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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 thirty (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. There shall be no exclusions in such
policies that override the City's coverage.
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.
4.4 RECAPTURE OF FUNDS:
The City reserves the right to recapture funds in the event that the Subrecipient shall fail:
(i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by
the City at the direction of the federal, state and local agencies,
4.5 CONTINGENCY CLAUSE:
Funding pursuant to this Agreement is contingent on the availability of funds and
continued authorization for CDBG Program activities, and is also subject to amendment
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or termination due to lack of funds or authorization, reduction of funds, and/or changes in
regulations,
4.6 JNDEMNIFICATION BY GENERAL CONTRACTOR, ETC.:
The Subrecipient shall and shall require the Project Architect, General Contractor, and
Subcontractors to indemnify and hold harmless the City and their past, present, and
futures employees and agents from any legal claims, liabilities, losses and causes of
action which may arise out of the actions or negligence, in whole or in part, of the
General Contractor, the Project Architect, the Subcontractors, or their officers agents,
employees, or assignees in the fulfillment of this Agreement, The General Contractor
shall pay all claims and losses of any nature in connection therewith, shall defend all suits
in the name of the City and/or its employees or agents as described above, and shall pay
all costs and judgments which may be issued thereon.
4,7 DOCUMENTS AND REPORTS OF GENERAL CONTRACTOR, ETC.:
The Subrecipient shall require the General Contractor and Project Architect to submit
documents and reports to the City in such form, manner, and frequency as prescribed by
the City for compliance with applicable requirements.
(I) Neighborhood Employment Opportunities Report. The Subrecipient shall
report and shall require its tenants to report to the City the number of target and
service area residents who have received employment opportunities from
federally financed and assisted projects and activities. This report shall be
submitted to the City semiannually at the end of the 1 and 3`d quarter of the
Subrecipient's fiscal year during the term of this Agreement and for a period of
two years after the expiration/termination of this Agreement.
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ARTICLE V
AUDIT
5.1 As a necessary part of this Agreement, the Subrecipient shall adhere to the following
audit requirements:
5.1.1 If the Subrecipient expends $500,000 or more in the fiscal year it shall have a
single audit or program specific audit conducted for that year. The audit shall be
conducted in accordance with generally accepted government accounting
standards and OMB Circular A-133. The audit shall determine whether the
financial statements are presented fairly in all material respects in conformity with
generally accepted accounting principles.
In addition to the above requirements, the auditor shall perform procedures to
obtain an understanding of internal controls and perform sufficient testing to
ensure compliance with the procedures. Further the auditor shall determine
whether the Subrecipient has complied with 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
1.4
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.
5.1.2 If the Subrecipient expends less than $300,000 in the fiscal year it is exempted
from Federal audit requirements for that year and consequently the audit cost is
not a reimbursable expense. The City, however, may request the Subrecipient to
have a limited scope audit for monitoring purposes. These limited scope audits
will be paid for and arranged by the City and address one or more of the following
types of compliance requirements: activities allowed or disallowed; allowable
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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
The Subrecipient shall establish and maintain sufficient records to enable the City to
determine whether the Subrecipient has met the requirements of the CDBG Program. At
a minimum, the following records shall be maintained by the Subrecipient:
6.1.1 Records providing a full description of each activity assisted (or being assisted)
with CDBG Funds, including its location (lithe activity has a geographical locus),
the amount of CDBG Funds budgeted, obligated and expended for the activity,
and the specific provision in the CDBG Program regulations under which the
activity is eligible.
6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set
forth in the CDBG Program regulations. Where information on income by family
size is required, the Subrecipient may substitute evidence establishing that the
person assisted qualified under another program having income qualification
criteria at least as restrictive as that used in the definitions of "low- and moderate-
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income person" and "low -and moderate -income household" as set forth in the
CI)BG 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 CDBG
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
"Iow-and moderate -income persons" based upon HUD's criteria and agrees to
maintain documentation supporting those determinations. Such records shall
include the following information:
(i) For each activity determined to benefit low -and moderate -income persons,
the income limits applied and the point in time when the benefit was
determined.
(ii) For each activity determined to benefit low -and moderate -income persons
based on the area served by the activity:
(a) The boundaries of the service area;
(b) The income characteristics of families and unrelated individuals in
the service area; and
(c) If the percent of Iow-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 CDBG 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
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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 CDBG 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 CDBG Funds, Such information shall be used only as a
basis for further investigation relating to compliance with any requirement
to attain or maintain any particular statistical measure by race, ethnicity, or
gender in covered programs.
(ii) Documentation of actions undertaken to meet the requirements of the
CDBG Program regulations which implement Section 3 of the Housing
Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the
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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 CD13G Program regulations.
6.1.5 The General Contractor shall maintain all Agreement Records that document all
actions undertaken to accomplish the Work Program outlined in Exhibit B.
6.1.6 The General Contractor shall ensure that the Agreement Records shall be at all
tirnes subject to and available for full access and review, inspection, or audit by
the City and federal personnel and any other personnel duly authorized by the
City.
6,1,7 The General Contractor shall include in all Subrecipient and City approved
subcontracts used to engage subcontractors to carry out any eligible substantive
programmatic services, as such services are described in this Agreement, each of
the record -keeping and audit requirements detailed in this Agreement.
6.1.8 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:
6.2.1 The Department shall have the authority to review the Subrecipient's records,
including project and programmatic records and books of account, for a period of
three (3) years from the expiration/termination of this Agreement (the "Retention
Period"). All books of account and supporting documentation shall be kept by the
Subrecipient at least until the expiration of the Retention Period, The
Subrecipient shall maintain records sufficient to meet the requirements of 24 CFR
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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 riot 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 (3)
years subject to the limitation that for all CDBG assisted rehabilitation projects,
the retention period shall begin upon U.S. HUD's acceptance of the City annual
Grantee Performance 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
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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 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.
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6,4 MONITORING:
The Subrecipient shall permit the Department and other persons duly authorized by the
Department to inspect all Agreement Records, facilities, goods, and activities of the
Subrecipient which are in any way connected to the activities undertaken pursuant to the
terms of this Agreement, and/or interview any clients, employees, subcontractors or
assignees of the Subrecipient. Following such inspection or interviews, the Department
will deliver to the Subrecipient a report of its findings. The Subrecipient will rectify all
deficiencies cited by the Department within the specified period of time set forth in the
report or provide the Department with a reasonable justification for not correcting the
same. The Department will determine in its sole and absolute discretion whether or not
the Subrecipient's justification is acceptable.
At the request of the City, the Subrecipient shall transmit to the City written statements of
the Subrecipient's official policies on specified issues relating to the Subrecipient's
activities, The City will carry out monitoring and evaluation activities, including visits
and observations by City staff; the Subrecipient shall ensure the cooperation of its
employees and its Board members in such efforts. Any inconsistent, incomplete, or
inadequate information either received by the City or obtained through monitoring and
evaluation by the City, shall constitute cause for the City to terminate this Agreement.
6,5 RELATED PAjTTES:
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 riot limited to, a for -profit or nonprofit
subsidiary or affiliate organization, an organization with an overlapping Board of
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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 CDBG PROGRAM REQUIREMENTS
7.1 The Subrecipient shall maintain current documentation that its activities are CDBG
eligible in accordance with 24 CFR Part 570.201.
7.2 The Subrecipient shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with CDBG Funds is an
activity which provides benefit to low and moderate -income persons.
7.3 The Subrecipient shall comply with all applicable provisions of 24 CFR Part 570 and
shall carry out each activity in compliance with all applicable federal laws and
regulations described therein.
7,4 The Subrecipient shall cooperate with the Department in informing the appropriate
citizen participation structures, including the appropriate area committees, of the
activities of the Subrecipient in adhering to the provisions of this Agreement.
Representatives of the Subrecipient shall attend meetings of the appropriate committees
and citizen participation structures upon the request of the citizen participation officers or
the Department.
7,5 The Subrecipient shall, to the greatest possible, give low -and -moderate -income residents
of the service areas opportunities for training and employment.
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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 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 terms 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
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Order 11738.
7.5.3. Assurance of Compliance with Section 504 of the Rehabilitation Act - The
Subrecipicnt 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 shah
require tenants to attest to and submit the required Disability Non-discrimination
Affidavit assuring compliance with all applicable requirements of the ADA.
7.6 The Subrecipient shall use the funds to carry out commercial rehabilitation activities
eligible under 570.202(a)(3).
7,7 The Subrecipient shall carry out its Work Program in compliance with all federal laws
and regulations, including those described in Subpart K of the CDBG Program
regulations (24 CFR 570.600-612).
7.8 The Subrecipient shall comply with Davis -Bacon Act wage requirements on all
construction, rehabilitation and other labor and work funded by the City in excess of
$2,000,
7.9 The Subrecipient shall abide by the Federal Labor Standards provisions of U.S. HUD
Form 4010 incorporated herein as part of this Agreement.
7.10 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION;
If the Subrecipient is or was created by a religious organization,. the Subrecipient agrees
that all CDBG Funds disbursed under this Agreement shall be subject to the conditions,
restrictions, and limitations of the CDBG Program regulations.
As a general rule, CDBG assistance may not be used for religious activities or provided
to primarily religious entities for any activities, including secular activities, The
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Subrecipient shall comply with those requirements and prohibitions when entering into
subcontracts.
7.11 REVERSION OF ASSETS:
Upon expiration/termination of this Agreement, the Subrecipient must transfer to the City
any CDBG Funds on hand at the tirne of expiration/termination and any accounts
receivable attributable to the use of CDBG Funds.
7.12 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.
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. Comply with the Davis Bacon Act; 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.
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7.13 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 CDBG funds 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.
7.14 The Subrecipient agrees that if the property is sold within five (5) years from the date of
receiving assistance, the Subrecipient shall return to the City, on a prorated basis, any
CDBG Funds provided to it on a declining percentage basis (e.g. 100% in the first year,
80% in the second year, 60% in the third year, 40% in the fourth year and 20% in the
fifth year).
7.15 ENFORCEMENT OF THIS AGREEMENT:
Any violation of this Agreement that remains uncured thirty (30) days after the
Subrecipient's receipt of notice from the City (by certified or registered mail) of such
violation may, at the option of the City, be addressed by an action for damages or
equitable relief, or any other remedy provided at law or in equity. In addition to the
remedies of the City set forth herein, if the Subrecipient materially fails to comply with
the terms of this Agreement, the City may suspend or terminate this Agreement, as set
forth more fully below in Article IX of this Agreement.
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ARTICLE VIII
PROGRAM INCOME
8.1 Program income means gross income received by the Subrecipient which has been
directly generated from the use of the CDBG Funds. When such income is generated by
an activity that is only partially assisted with the CDBG Funds, the income shall be
prorated to reflect the percentage of CDBG Funds used, Program income generated by
CDBG funded activities shall be used only to undertake those activities specifically
approved by the City on and for the Work Program. All provisions of this Agreement
shall apply to such activities. Any program income on hand when this Agreement
expires/terminates or received after such expiration/termination shall be paid to the City,
as required by the CDBG Program regulations.
The Subrecipient shall submit to the Citymonthly a Program Income Report and a Work
Program Status Report. The Program Income Report shall identify CDBG activities in
which income was derived and how income has been utilized.
8.2 REPAYMENTS:
Any interest or other return on the investment of the CDBG Funds shall be remitted to the
City on a monthly basis. Any CDBG Funds funded to the Subrecipient that do not meet
the eligibility requirements, as applicable, must be repaid to the City.
ARTICLE IX
REMEDIES. SUSPENSION, TERMINATION
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,
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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.
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 CDBG Funds awarded to the
Subrecipient.
9.1.4 Withhold further CDBG grants and/or loans for the SUI3RECIPIENT.
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
29
payments to the Subrecipient pending necessary corrective action by the
Subrecipient, or both. Reasonable cause shall be determined by the Department
in its sole artd absolute discretion, and may include:
a, Ineffective or improper use of the CDBG Funds by the
Subrecipient;
b. Failure by the Subrecipient to materially comply with any term 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.
9.2.4 The Department will notify the Subrecipient in writing of any action taken
pursuant to this Article, by certified mail, return receipt requested, or by in person
delivery with proof of delivery. The notification will include the reason(s) for
such action, any conditions relating to the action taken, and the necessary
corrective action(s).
9.3 TERMINATION:
9.3.1 Termination Because of Lack of Funds.
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In the event the City does not receive funds to finance this Agreement from its
funding source, or in the event that the City's funding source de -obligates the
funds allocated to fund this Agreement, the Department may terminate this
Agreement upon not less than twenty-four (24) hours prior notice in writing to the
Subrecipient. Said notice shall be delivered by certified mail, return receipt
requested, or by in person delivery with proof of delivery. in the event that the
City's funding source reduces the City's entitlement under the CDBG Program,
the City shall determine, in its sole and absolute discretion, the availability of
funds for the Subrecipient pursuant to this Agreement.
9,3.2 Termination for Breach.
The Department may terminate this Agreement, in whole or in part, in the event
the Department determines, in its sole and absolute discretion, that the
Subrecipient is not materially complying with any term or provision of this
Agreement.
The Department may terminate this Agreement, in whole or in part, in the event
that the Department determines, in its sole and absolute discretion, that there
exists an event of default under and pursuant tothe 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
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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, I INDEMNIFICATION:
The Subrecipient shall pay and save the City harmless from and against any and all
claims, liabilities, losses, and causes of action which may arise out of the Subrecipient's
activities related to the Work Program or otherwise under this Agreement, including all
acts or omissions to act on the part of the Subrecipient and/or any persons acting for or on
its behalf, and from and against any relevant orders, judgments, or decrees which may be
entered against the City, and from and against all costs, attorney's fees, expenses, and
liabilities incurred by the City in the defense or investigation of any such claims or other
matters.
10.2 AMENDMENTS:
No 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
32
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, percentage,
brokerage fee, or gift of any kind contingent upon or resulting from the award of this
Agreement.
10.5 NON-DELEGABILITY:
The obligations undertaken by the Subrecipient pursuant to this Agreement shall not be
delegated or assigned to any other person or firm, in whole or in part, without the City's
prior written consent which may be granted or withheld in the City's sole discretion.
10.6 CONSTRUCTION OF AGREEMENT:
This Agreement shall be construed and enforced according to the laws of the State of
Florida.
10.7 CONFLICT OF INTEREST:
10.7.1 The Subrecipient covenants that no person under its employ who presently
exercises any functions or responsibilities in connection with CDBG Program
33
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 shill be employed.
Any such interest on the part of the Subrecipient or its employees must be
disclosed in writing to the City.
10.7.2 The Subrecipient is aware of the conflict of interest laws of the City of Miami
(City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County
Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes),
and agrees that it shall comply in all respects with the terms of the same.
10,8 NO OBLIGATION TO RENEW:
Upon expiration of the term of this Agreement, the Subrecipient agrees and understands
that the City has no obligation to renew this Agreement.
10,9 ENTIRE AGREEMENT:
This instrument and its attachments constitute the only Agreement of the parties hereto
relating to the CDBG Funds and sets forth the rights, duties, and obligations of each of the
parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect,
10.10 GENERAL CONDITIONS:
10.10.1 All notices or other communications which shall or may be given pursuant to
this Agreement shall be in writing and shall be delivered by in person delivery
or by 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 on the day on which personally served, or,
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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
Subrecipient
[Agency]
[Address]
[City] [State] [Zip]
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 conform with such laws, then same shall be deemed
35
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 or unclassified
employees; further, they shall not be deemed entitled to the Florida Worker's
Compensation benefits as employees of the City.
10.12 SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, and their respective heirs,
executors, legal representatives, successors, and assigns.
10.13 SUBRECIPIENT CERTIFICATION:
The Subrecipient certifies that it possesses the legal authority to enter into this Agreement
pursuant to authority that has been duly adopted or passed as an official act of the
Subrecipient's governing body, authorizing the execution of the Agreement, including all
understandings and assurances contained herein, and directing and authorizing the person
identified as the official representative of the Subrecipient to act in connection with this
Agreement and to provide such information as may be required.
10.14 ACKNOWLEDGEMENT:
If the amount of this Agreement exceeds $25,000.00, Provider shall furnish signage
identifying the program or project and shall acknowledge the contribution of the City by
incorporating the Seal of the City and the names of the officials and administration of the
36
City on all documents, literature, pamphlets, advertisements, and signage permanent or
otherwise. The acknowledgements shall be in a form acceptable to the City Attorney.
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: [AGENCY]
a Florida not -for -profit Corporation
ATTEST:
By: By:
Name Name
Title Title
SEAL
City of Miami, a municipal
corporation of the State of Florida
ATTEST:
By: By:
Priscilla A. Thompson Joe Arriola
City Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
By: By:
Dania F. Carrillo, Administrator Alejandro Vilarello
Risk Management City Attorney
37