HomeMy WebLinkAboutExhibit 2CITY OF MIAMI, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT
PUBLIC FACILITY AND IMPROVEMENTS AGREEMENT
THIS AGREEMENT (hereinafter the "Agreert ent") is entered into this day of
. 2007, between the City of Miami, a municipal corporation of the State of Florida
(hereinafter referred to as the "CITY"), and The Alternative Programs. Inc., a Florida not for
profit corporati-on (hereinafter referred to as the "SURRECIPIENT").
FUNDING SOURCE: Corr—�ritv Devzlopment Block Giant (CDBG)
AMOUNT: S85.755
TERM OF THE AGREEMENT: Effective date of this agreement shall she the latter of tune
12. 2007 or the date that the City Clerk attest the si trnature
of the City Manager. through 'September 30. 2008.
IDIS NUMBER:
PROJECT NUMBER:
ADD RESS :
151 NW)50t'Street, Miami Florida 33127
NOW. THEREFORE, in consideration of the mutual covenants and obligations herein set forth.
the parties understand and agree as follows:
ARTICLE l
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS. Attached hereto and forming a pan of this Agreement are the following Exhibits:
Exhibit A Corporate 'Resolution Authorizing Execution of this Agreement.
Exhibit B Work Program
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Exhibit C Compensation and Budget 'Summary
Exhibit D Certification Regarding Lobbying Farm
Exhibit E Certification Regarding Debarment. Suspension and .other • Responsibility
lvlat ers (Primary Covered Transactions Form).
Exhibit F Crime Entity Affidavit
Exhibit G Insurance Requirements -
Exhibit H Insurance Requirements for General Contractor
1.2 DEFINED TERMS. As used herein the following terms shall ream:
Act or 24 CFR 570 Title I of the Housing and Community
Development Act of 1974, as amended.
Ac eement Records:
CDBG Proeram:
CDBG Requirements:
Department:
Federal Award:
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 iimited to, financial books and
records. ledgers, 'drawings, maps, • pamphlets,
designs, electronic tapes, computer drives and
diskettes or surveys.
Community Development Block Grant Program.
The requirementscontained in 24 CFR Part 570,
Rule '9] of the Florida Administrative Code and •,as
established by the City of Miami, Florida.
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.
Low- and -Moderate- income Amember of a low -or moderate -income family
Person: 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 1:1
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 to this Agreement 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
in general detail how these activities will ensure that the intended beneficiaries
will be served.
2.] .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 •accomplishanent of tasks in carrying out the Work Program.
These projected milestones and deadlines are a basis for measuring actual
progress during the terra 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 Compensation and Budget Summary attached .hereto as Exhibit C, which 'shall
include completion of the SUBRECIPIENT'S Itemized Budget, Cost Allocation and any
subcontracts.
2.3 A list of the SUBRECIPIENT'S present officers and members of the Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT'S corporate personnel policies and procedures.
2.8 Job description and resumes for all positions funded in whole or in part -under this
Agreement.
2.9 Copy of the SUBRECIPIENT'S last federal income tax return (IRS Form'990).
2.10 The following corporate documents:
(i) Bylaws, resolutions and incumbency .certifkates for the SUBREC4'NENT, certified
by the 'SUBRECIPIENT'S Corporate Secretary, authorizing the consummation of
the transactions contemplated hereby, all in a form satisfactory to the CITY.
2.1 l ADA Certification
2.12 Drug Free Certification
2.13 All other documents reasonably required by the CITY.
ARTICLE III
TERMS ANJ) PROCEDURES
3.1 CITY AUTHORIZATION:
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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 by in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
Effective date of this agreement 'shall be the latter of June 12.2007 or the date that the City Cork
attest the signature of the City Manager. through September 30. 2008.
3.3 OBLIGATION'S OF `SUBRE.CIPIENT:
The SUBRECJPIENT shall carry out the services and activities es 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 MANUALS:
3.4.1 POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of
and accepts the "Policies and Procedures Manual for Community Development
Block Grant Sub -recipients" (.`Policies and Procedures Manual") as the official
document which outlines the 'fiscal, administrative and federal guidelines which
shall regulate the day-to-day operations of the SUBRECUPIENT. The Policies
and Procedures Manual is incorporated herein and made a part of this Agreement.
The City of Miami reserves the right to update this Policies and Procedures
Manual via Program Directives. These Program Directives and updated versions
of this Policies and Procedures Manual shall be incorporated and made a part of
this Agreement.
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 SU;RECIPIENT 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 SUSRECIPIENT 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 I\l
CDDG FUNDING AND DiS:BURSEM1ENT REOUIREMENTS
4.1 COMPENSATION
The amount of compensation payable by. the City to the .Subrecipient shall be based on
the rates, schedules and conditions described in Exhibit "C" attached hereto, which by
this reference is incorporated into this Agreement.
4.2 INSURANCE:
At all times during the term hereof, the Subrecipient shall maintain insurance -acceptable to
the CITY. Prior to commencing any -activity under this Agreement, the Subrecipient shall
furnish to the CITY original certif cates of insurance indicating that the. Subrecipient is in
compliance Mrkh the provisions described in Exhibit G attached here to, which by this
reference is incorporated into this Agreement.
The Subrecipient shall require the General Contractor and Subcontractors to maintain
insurance acceptable to the CITY at all times during the term hereof. Prior to commencing
any activity under this Agreement. the 'Subrecipient shall require the General Contractor
and Subcontractors 40 furnish to the City of Miami. Department of Community
Development, 444 S.W. 2na Avenue - 2nd Floor, Miami, Florida 33130. Certificate(s) 'of
insurance evidencing insurance coverage that meets the requirements outlined in Exhibit H
attached hereto, which by this reference is incorporated into this Agreement.
4.3 FINANCIAL ACCOUNTABILITY:
The CITY reserves the right to audit the records 'of the SUBRECIPIENT at any time
during the performance of this Agreement and for a period of four (4) years alter its
.exp yation/termination. Thc 'SU-BPECIPIENT agrees 4,0 provide all financial and other
applicable records and documentation of services to the CITY. Any payment made shall be
subject to reduction for ,amounts included in the related invoice which are found by the CITY. 'on
the basis of such audit and at its sole discretion. not to constitute reasonable and necessary
expenditures. Any payments made to the SUBREC1PIENT are subject to reduction for
Overpayments on previously submitted invoices.
4.4 RECAPTURE OF FUNDS:
The CITYreserves the right to recapture funds in theevent 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 or
termination due to lack of funds -or -authorization. reduction of funds, and/or changes in
regulations.
ARTICLE V
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AUDIT
5.1 As a necessary -part of this Agreement. the SUBRECI:PIWNT shall adhere to the following
audit requirements:
5. ] . ] 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 Auditing
"Standards (GALAS) and OMB Circular A-133. The audit shall determine
whether the financial statements are presented fairly in all material respects in
conforrnity 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 SUBRECIPN£NT has complied with Iaws, regulations and the
provisions of this Agreement.
A reporting package shall be submitted within theearlier of 30 days after receipt
of the auditor's report(s) or nine (9) months after the end of the audit period. The
reporting package will include the certified financial statements and schedule of
expenditures of Federal Awards: a summary schedule of prior audit findings; the
auditor's report and the corrective action plan. The auditor's report shall include:
a) an opinion (or disclaimer of opinion) as to whether the .financial statements
are presented fairly in •all material respects in-conforrnity with generally
accepted 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 test. and, where applicable, refer tothe separate schedule
of findings and questioned costs.
c) a report on compliance with laws. regulations, and the provisions.ofcontracts
and/or this Agreement, noncompliance with which could have a •material
effect on the financial 'statements. This report shall also includean'opini n kor
disclaimer of opinion.) -as to whether the SUBRECIP ENT complied with the
laws, regulations, and the provisions of contracts and this Agreement which
could have a direct and material effect on the program ,and, where applicable.
refer to the separate schedule of findings and 'questioned costs.
d) a schedule of findings and questioned cost which 'shall include the
requirements of OMB Circular A-] 33.
5.1.2 if the SUERECIP[ENT 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
SUBREC1PUENT to have a limited scope audit for monitoring purposes. These
limited scope audits will be paid for and arranged by the City and address only
one or more of the following types -of compliance requirements: activities allowed
or disallowed: -allowable costs/cost principles; •eligibility:.matching. level of
effort, earmarking; and. reporting.
All reports presented to the City shall. where rapplicable, include sufficient information tb
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.
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Where appropriate, instances identified shall be related to the universe and the number of
cases examined and quantified in terns of dollar value.
ARTICLE VI
RECORDS AND REPORTS
6.] 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:
611 . 1 Records providing a full description of each activity assisted {or being assisted)
with CDBG 'Funds, including its location (if the activity has a .geographical locus),
the amount of CDBG Funds budgeted, obligated and expended for the activity,
and the specific provision in 24 CFR Subpart C ofthe 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 24 CFR 570.208 of the CDBG Program regulations. Where information
on income by family size is required, the SUBRECIPIENT •rnay 'substitute
evidence establishing that the person assisted qualified under another program
having income qualification criteria at least as restrictive es that used in the
definitions of "low- and moderate -income person" •and "low- and moderate -
income household" as set forth in 24 CFR 570.3: 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 24 CFR 570.3; or. the `SUBRECIPIENT may substitute a notice
that the assisted person is a referral from any governmental agency that
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determines persons to be -low - and moderate -income persons" based upon
1-RJD'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, only activities located in census
blocks with a percentage of low and moderate income persons in excess of
5 ] percent will be undertaken by the Subrecipient;
(iii) For each activity determined 40 benefit low- and moderate -income persons
because the activity involves a 'facility or service designed for use by a
limited clientele consisting-exclusi' ely 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 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 b- and moderate -income persons; or
(c) Data showing the size and annual income of the family of each
person receiving the benefit.
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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 CD13G funds. Such information shall be used only es 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 under':aken to meet the requirements of 24 CPR
570.607(b) which implements Section 3 of the Housing and Urban
Development Act of 1968, as amended (12 U.S.C. 17001U) relative to the
hiring and training of low- and moderate -income persons and the use of
local businesses.
6.1.4 Financial records, in accordance with the applicable requirements listed in 24'
CFR 570.502.
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 SUBRECHNNENT'S
records, including Project and programmatic records and books of account, for a
period of four (4) years from the expiration/termination of this Agreement (the
"Retention Period"). Al] books of account and supporting documentation shall be
kept by the SUBRECIPIENT at least until the expiration of the Retention Period.
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The SUBRECIPIENT shall maintain records sufficient to meet the requirements
of 2'4 CFR 570. All records and reports required herein shall be retained ,and
made accessible as provided thereunder. The SUBRE.CIP.IENT further agrees 10
abide by Chapter 119, Florida Statutes, as the same may be amended from time to
time, pertaining to public records.
The 'SUBRECIPJ£NT 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 record -keeping and audit requirements
detailed in this Agreement. The Department shall in its sole discretion determine
when services are eligible substantive project and/or programmatic activities and
subject to the audit and record -keeping requirements described in this Agreement
6.2.3 If the CITY or the SUBRECJPIENT 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 '.SUBRECJPIENT shall notify the Department in writing both during the
pendency of this Agreement and after its ,expirationiterrninaaion as pan of the final
closeout procedure, of the address where all Agreement Records will -be retained.
6.2.5 The SUBR.EC J'JENT 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 'SUBRECIP'IENT 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 SUBRECIPI£NT 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 SUBRECIPI£NT 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 SUBRECIPI£NT shall permit the Department and other persons duly authorized by
the Department to inspect all Agreement Records. facilities, goods, and activities of the
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SUBRECIPIENT which are in any way connected to the activities undertaken pursuant to the
terms of this Agreement. end/or interview .any clients. •employees, subcontractors or -assignees of
the SUBRECII'I£NT. 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 SUBRECIPI£NT'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
:SUBR£CIPI£NT'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,
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or if already formed, shall report such relationship prior toor 'simultaneously with the execution
of this Agreement. Any supplemental infort ation shall be ,promptly reported to the Department.
ARTICLE Vil
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(c).
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 Depart;xnent.
7.5 The SUBRECIPIENT shall, to the greatest possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.6 • SUBRECIPIENT shall carry 'out its Work Program incompliance with all Federal laws
and regulations, described in Subpart 1< of ,the CDBG Program, regulation -(24 CFR 570.60°-
612), which by this reference, is incorporated into and made a part of this Agreement.
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7.7 SUBRECIPIENT shall not assume the CITY's environmental responsibilities described
in 24 CFR 570.604, of the CDBG Program regulations, and the CITY's responsibility for
initiating the review process under Executive Order 12372.
7.8 NON-DISCRIMINATION:
The SUER CIPIENT shall not discriminate on the basis of race, color, national origin,
sex, religion, age, marital or family status or handicap in connection with the activities and/or the
Work Program or its performance, under this Agreement.
Furthermore, the SUBRECIPIENT agrees that no otherwise qualified individual shall.
solely by reason of his/her race. .sex, color, creed. national origin, age, marital status or .handicap,
be excluded from the participation in, be denied benefits of, or be subjected to discrimination
under any program or activity receiving federal financial assistance.
7.9 The Subrecipient and its subcontractors shall comply with the Davis -Bacon Act, the
Lead -Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and
regulations.
7.10 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
HUD Form 4010 incorporated herein as part of this Agreement.
7.11 UNIFORM ADMINISTRATIVE REQUIREMENTS. The SUBRECIPIENT shall
comply with the requirements and standards of OMB Circular No. A-122, "Cosi Principles for
Non -Profit Organizations" and with the applicable requirements of 24 CFR Part 84 (the 'revised
OMB Circular No. A-11.0).
7.I2 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 24 CFR Part 570.200(j).
In -accordance with the First Amendment of the United States Constitution, -particularly
regarding the relationship between church -and State, 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, as provided in 24 CFR Pan 570.200(j). The SUBi ECIPIENT-shall
comply with those requirements and prohibitions when entering into subcontracts.
7.33 REVERSION OF A'S'SETS. Upon expiration/termination of this Agreement, the
SUBREC PIENT mast transfer to the CITY an CDBG Funds on hand at the time .of
-expiration/termination and. any accounts receivableattributable to the use of CDBG Funds.
7.34 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, al the option of the CITY, be addressed
by an action for damages or equitable relief, or any other remedy provided at Jaw or inequity. 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 orterminate this Agreement in
accordance with 24 CFR Part 85.43, as set forth more fully below in Article DC of this
Agreement.
ANTI CLE V.II
PROGRAM INCOME
8.1 Prograin 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 shal] 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 shal] apply to such activities. Any
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program income on hand v+'hen this Agreement expires/terminates or received after such
expiration/termination shall be paid to the CITY, as required by 24 CFR 570:503(b)0) of the
CDBG Program regulations.
The SUBRECIPIENT shall 'submit to the CITY monthly a Program Income Repon and a
Work Program 'Status Report. The Program Income Repon 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, es applicable. must be .repaid to
the CITY.
ARTICLE IX
REMEDIES, SUSPENSION, TERMINATION
9.] REMEDI:£'S FOR NONCOMPLIANCE. The CITY retains the right to terminate this
Agreement at any time prior to the completion of the services required pursuant to this
Agreement without penalty to the CITY. In that event. notice of termination of this Agreement
shall be in writing to the SUBRECIPIENT, who shall be paid for those services performed prior
to the date of its receipt to the notice of termination. In no case, however. shall the CITY pay the
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 .sure whatsoever.
if -thee 'SUBRECIPIENT materially fails to -comply with any term of this Agreement, the
CITY may tale one or more of the following courses of action:
9.3..1 Temporarily withhold cash payments pendingcorrection of the deficiency by
the SUBRECiPIENT, or such more severe enforcement action Qas 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 SUBRECIPIENT.
9.1.5 Take all such other remedies that may be legally available.
Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT
materially fails to comply with any team of this Agreement, the 'SUBREC(PIENT, at the sole
discretion of the City, shall pay to the City an amount equal to the current market value of any
real property, under the SUBRECIPI£NT's control, acquired or improved in whole or in part
with CDBG Funds (including CDBG Funds provided to the SUBRECIPIENT in the form of a
loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds
for the acquisition of, or improvement to. the property. The payment is program income to the
City.
9.2 SUSPENSION:
9.2.1 The Department may. for reasonable cause temporarily suspend the
SUBR CJPIENT'S operations and authority to obligate funds under this
Agreement or withhold payments to the SUBRECIPIENT pending necessary
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corrective action by the 'SUBRECIPI.ENT. or both. 'Reasonable cause shall be
determined by the Department in its sole and absolute discretion. and may
include:
(i) Ineffective or improper use of the CDBG Funds by the SU$RECIPIENT;
(ii) Failure by the SUBRECIPIENT to materially comply with any term or
provision of this Agreement:
(iii) Failure by the SUB'RECIPIENT to submit any documents required bythis
Agreement; or
(iv) The'SUBRECIPJENTS submittal of incorrect or incomplete documents.
9.2.2 The Department nay at any time suspend the SUBRECIPI:ENT'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 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, anyconditions 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
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SUBRECIPIENT. Said nonce 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 par4 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 'SUBREC{PIENT. terminate Chas
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
hereofare not intended to be. and shall not be. construed 10 limit the Department's
right to legal or equitable remedies.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 JND£MNIFICAT]ON. 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 al] 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 CJTY. and from and against all costs, auorney's fees,
expenses, and liabilities incurred by the CJTY in the defense or investigation of any such claims
or other matters.
10.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing
and signed by both parties hereto. Budget modifications shall be approved by the Department in
writing.
10.E OWNERSHIP OF DOCUMENTS. All documents developed by the SUBREC1PIENT
under this Agreement shall be delivered to the CJTY 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 docurnents
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 bemeen 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 wan -ants 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 pa) any person employed by the CITY any fee,
commission, percentage, brokerage fee, or gifi 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. ] The SUBRECIPIENT co\enants that no person under its -employ who presently
exercises any functions or responsibilities in connection with CDBG 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 pan of the SUBRECIPIENT 'or its employees -natst 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 2-1 1-1) and the State of Florida (Chapter 1 12. Florida
24
'Statutes). and agrees that it shall comply in all respects with the terms of the
same.
10.7.3 The SUS.ECIP4ENT shall comply with the standards contained within 24 CFR
Part 84 {the revised OMB Circular No. .A-1 10).
10.7.4 In all other cases, the"SUBRECIPIENT shall comply with the standards contained
within 24 CFR 570,611
10.8 NO OBLIGATJON TO RENEW. Upon expiration of the term of this Agreement. the
SUSRECIPIENT 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 patties hereto
relating to the CDBG Funds and sets forth the rights, duties, and obligations of eacli 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 registered mail addressed to the other parry at the address indicated herein
or as the same may be -changed from time to time, upon notice in writing. Such
notice shall be deemed given on the day on which personally served, or, if by
mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
CITY OF MIAMI
25
Barbara Gomez -Rodriguez, Director
Department of Communnitl- Development
444 Southwest 2nd Avenue, 2nd Floor
,Irani, Florida 33130
SUBRECIP1:ENT
The Alternative Programs. inc.
15 ] NW 60Th Street
Miami, Florida 33127
10.10.2 Tide 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 ofthis Agreement and any terrns 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 phrasecontained in this
Agreement be determined by a court of competent jurisdiction to be invalid,
illegal'Or otherwise unenforceable under the laves 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 suchlaws, or
if not modifiable to conform with such laws, then same shall ,be deemed
severed, and in either ,event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect.
10.11 NDEPENDENT CONTRACTOR.. THE SUBRECIPIENT and its employees and
agents shall be deemed to be independent contractors and not agents or employees of the
CITY, and shall not .attain any rights or benefits under the Civil Service or Pension
26
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.I3 SUBRECIPIENT CERTIFICATION. The SUBRECIPIENT oertiftes 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 assuranctes
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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be -executed
by ;their respective officials thereunto duly authorized on the date above written.
ATTEST:
Name:
-Title
CORPORATE SEAL
Date
SUBRECIPIENT
The .Alternative Programs, Inc.
151 NW 60th Street
Miami, Florida 33127
aState of Florida not -for -profit corporation
Name:
Title:
CITY OF MIAMI, a municipal
Corporation of the State of Florida
Date
27
ATTEST:
By: By:
Priscilla A. Thompson Date Pedro O. Hernandez Date
City Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
By: By:
LeeAnn Brehm. Date Jorge L. Fernandez Date
'Risk Management City Attorney