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HomeMy WebLinkAboutAgreementCITY OF MIAMI, FLORIDA HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS GRANT (HOPWA) AGREEMENT THIS AGREEMENT (hereinafter the "Agreement") is entered into this [J day of [XX, 2003] between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY") and Movers, Inc., a Florida not for profit corporation, (hereinafter referred to as the "PROJECT SPONSOR"). FUNDING SOURCE: HOUSING OPPORTUNITIES FOR. PERSONS WITH AIDS CONTRACT AMOUNT: S100.000 TERM OF THE AGREEMENT: January 1, 2004 to September 30, 2004 IDIS NUMBER: SCI NUMBER: ADDRESS: WITNESSETH WHEREAS, the Housing Opportunities for Persons With AIDS (HOPWA) Program was created under the AIDS Housing Opportunity Act, and revised under the Housing and Community Development Act of 1992; and WHEREAS, the Interim Rule (24 CFR 574.100, Subpart B) stipulates that the most populous unit of general local government in an Eligible Metropolitan Statistical Area (EMSA) be the applicant for the HOPWA Program funds allocation for the EMSA; and WHEREAS, in Miami -Dade County, the City of Miami is the most populous City, and thereby, the designated applicant for HOPWA Program funds for this EMSA; and WHEREAS, the City Commission of the City of Miami authorized the City Manager to execute the necessary agreements with [Agency'. for the provision of HOPWA to very low- income persons living with HIV/AIDS; and WHEREAS, the parties hereto have agreed to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the City and the Project Sponsor agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Exhibit B Work Program Exhibit C Budget Summary Exhibit D Certification Regarding Lobbying Form Exhibit E Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form) Exhibit F Crime Entity Affidavit 1.2 DEFINED TERMS. As used herein the following terms shall mean: Agreement Records: Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the Project Sponsor or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. CFR Code of Federal Regulations. Department The City of Miami Department of Community Development. Federal Award Any federal funds received by the Project Sponsor from any source during the period of time in which the Project Sponsor is performing the obligations set forth in this Agreement. HOPWA The Housing Opportunities for Persons With AIDS Program. HOPWA Regulations Regulations promulgated by HUD for the HOPWA Program, 24 CFR Part 574, Final Rule, and any changes thereto. Low Income Households whose gross income does not exceed 80% of the area median income for the PMSA, as determined by HUD, as of a specific effective date. PMSA Primary Metropolitan Statistical Area (all of Miami -Dade County). U.S. HUD or HUD The United States Department of Housing and Urban Development. Work Program The services being contracted for under this Agreement. ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the City and must be on file with the Department prior to the City's execution of this Agreement: 2.1 The Work Program submitted by the Project Sponsor to the City which shall become attached hereto as Exhibit A to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities to be carried out by the Project Sponsor. It should specifically describe the activities to be carried out as a result of the expenditure of HOPWA funds. Where appropriate it should list measurable objectives , define the who, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be served. 2.1.2 The schedule of activities and measurable objectives plays an essential role in the grant management system. The schedule should provide projected milestones and deadlines for the accomplishment of tasks in carrying out the Work Program. These projected milestones and deadlines are a basis for measuring actual progress during the term of this Agreement. These items shall be in sufficient detail to provide a sound basis for the City to effectively monitor performance by the Project Sponsor under this Agreement. 2.2 The Budget Summary attached hereto as Exhibit B, which shall include: completion of the Project Sponsor's Itemized Budget, Cost Allocation. Budget Narrative, and Staff 4 Salaries Schedule; and copies of all subcontracts and/or management services agreements funded in whole or in part under this Agreement. 2.3 A list of the Project Sponsor's present officers and members of the Board (names, addresses and telephone numbers). 2.4 A list of key staff persons (with their titles) who will carry out the Work Program. 2.5 Completion of an Authorized Representative Statement. 2.6 Completion of a Statement of Accounting System. 2.7 A copy of an engagement letter from an independent certified public accountant which includes a fiscal review and expresses an opinion of the Project Sponsor's internal controls and compliance with laws, regulations and all requirements of OMB Circular No. A-133 (Revised June 24, 1997 or other most current Revision). 2.8 A copy of the Project Sponsor's last audit report as performed by an independent Certified Public Accountant in accordance with OMB Circular No. A-133( Revised June 24, 1997 or other most current Revision). 2.9 A copy of the Project Sponsor's corporate personnel policies and procedures. 2.10 Job description and resumes for all positions funded in whole or in part under this Agreement. 2.11 Acceptance of: 1) Office of Management and Budget ("OMB") Circular No. A-110, Attachments "A" (Cash Depositories), "B" (Bonding and Insurance), "C" (Retention and Custodial Requirements for Records), "F" (Standards for Financial Management Systems), "H" (Monitoring and Reporting Progress Performance), "N" (Property Management Standards). and "0" (Procurement Standards); 2) OMB Circular Nos. A-122 and A-21: "Cost Principles for Non -Profit Organizations and Cost Principles for Educational Institutions," Policies and Procedures Manual for Community Based Project Sponsors, 24 CFR Part 574, Housing Opportunities for Persons With AIDS; 3) Final Rule and Lead Based Paint Regulations 24 CFR Part 35. 4) The Project Sponsor is aware of and accepts the City of Miami Policies and Procedures Manual, }lousing Opportunities for Persons With AIDS as the official document which outlines the fiscal, administrative and federal guidelines which shall regulate the day-to-day operations of the Project Sponsor. 2.12 A Copy of the Project Sponsor's last federal income tax return (IRS Form 990). 2.13 The following corporate documents: (i) The certificate of incorporation and a good standing certificate for the Project Sponsor, certified by the appropriate governmental authority. (ii) Bylaws, resolutions, and incumbency certificates for the Project Sponsor, certified by the Project Sponsor's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the City. 2.14 ADA Certification 2.15 Drug Free Certification 2.16 All other documents reasonably required by the City. 6 ARTICLE III TERMS AND PROCEDURES 3.] CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on behalf of the City in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 EFFECTIVE DATE AND TERM. This Agreement shall begin on October 1, 2003 and end on September 30, 2004. 3.3 OBLIGATIONS OF PROJECT SPONSOR. The Project Sponsor shall carry out the services and activities as prescribed in its Work Program, which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and satisfactory to the City, and in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the City. 3.4 LEVEL OF SERVICE. Should start-up time for the Work Program be required or in the event of the occurrence of any delays in the activities thereunder, the Project Sponsor shall immediately notify the Department in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the Project Sponsor shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 3.5 PRIOR APPROVAL. The Project Sponsor shall obtain the prior written approval of the City prior to undertaking any of the following with respect to the project and/or the Work Program: (a) The addition of any positions not specifically listed in the approved Itemized Budget. (b) The modification or addition of any job descriptions. (c) The purchase of any non -expendable personal property. (d) The disposition of any real property, expendable personal property or any non -expendable personal property. (e) Any out-of-town travel not specifically listed in the Itemized Budget. (f) The use of program income in any manner not specifically listed in the Itemized Budget. (g) Any proposed Solicitation Notice, Invitation for Bids, and Request for Proposals. (h) The disposal of any Agreement Records. ARTICLE IV FUNDING AND DISBURSEMENT REOUIREMENTS 4.1 COMPENSATION. 4.1.]. The City shall pay the Project Sponsor, as maximum compensation for the services required pursuant to this Agreement the sum of [Amount'. Expenses shall be reimburses provided they are made in accordance with the expense schedule set forth in the Itemized Budget attached hereto as Exhibit B. 8 4.1.2 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 time records and related records of the Project Sponsor pertaining to any payments by the City. 4.1.3 All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved program line -item Itemized Budget. 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 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 Project Sponsor 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 which was used to pay that specific invoice. Within 60 days of submitting each reimbursement request, copies of the canceled checks evidencing the payments by the Project Sponsor for which reimbursement has been requested shall be submitted. 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 amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line item in the budget. Requests for line -item changes are ailowabie, with prior review and approval by the City. All line -item changes must be made sixty (60) days prior to the end of the term of the Agreement. 4.1.4 Requests for payment shall be made at least on a monthly basis. Reimbursement requests shall 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 may result in the rejection of those invoices within the reimbursement package which do not meet these requirements. 4.1.5 The Project Sponsor must submit the final request for payment to the City within thirty (30) calendar days following the expiration date or termination date of this Agreement along with the close-out package. If the Project Sponsor fails to comply with this requirement, the Project Sponsor shall forfeit all rights to payment and the City shall not honor any request submitted thereafter, 4.1.6 Any payment due under this Agreement may be withheld pending the receipt and approval by the City of all reports due from the Project Sponsor as a part of this Agreement and any modifications thereto. 4.2 BONDING AND INSURANCE. At all times during the term hereof, the Project Sponsor shall maintain insurance and bonding coverage acceptable to the City. Prior to commencing any activity under this Agreement, the Project Sponsor shall furnish to the City original certificates of insurance and bonding indicating that the Project Sponsor is in compliance with the provisions of this Article. 4.2.1 The Project Sponsor shall provide the following coverage: (i) Comprehensive General Liability and umbrella liability coverage in an amount not Less than S 1,000,000.00 per person per occurrence, protecting the City and the Project Sponsor 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. (iv) A bid bond or performance bond in such form as may be required by the City. (v) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the amount of the grant of funds hereunder. The City shall be named as Loss Payee. 4.2.2 All such insurance shall insure the City as the primary additional insured, with a loss payable clause in favor of the City. The Project Sponsor shall be required to 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 Ieast 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. 4.2.3 Compliance with the foregoing requirements shall not relieve the Project Sponsor of its liability and obligations under this section or under any other section of this Agreement. 4.3 FINANCIAL ACCOUNTABILITY. The City reserves the right to audit the records of the Project Sponsor at any time during the performance of this Agreement and for a period of three years after its expiration/termination. The Project Sponsor agrees to provide all financial and other applicable records and documentation of services to the City. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the City, on the basis of such audit, not to constitute allowable expenditures. Any payments made to the Project Sponsor are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS. The City reserves the right to recapture funds in the event that the Project Sponsor shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the City at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for HOPWA Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in regulations. ARTICLE V AUDIT 5.1 As a necessary part of this Agreement, the Project Sponsor shall adhere to the following audit requirements: 5.1.1 If the Project Sponsor expends $300,000 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 GAGAS 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 Project Sponsor has complied with laws, regulations and the provisions 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 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 conformity 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 to the separate schedule of findings and questioned costs. (c) a report on compliance with laws, regulations, and the provisions of contracts and/or this Agreement, noncompliance with which could have a material effect on the financial statements. This report shall also include an opinion (or disclaimer of opinion) as to whether the Project Sponsor 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-133. 5.1.2 If the Project Sponsor 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 Project Sponsor 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 unallowed; allowable costs:"cost principles; eligibility; matching, level of effort, earmarking; and, reporting. -I4_. 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 6.1 The Project Sponsor shall establish and maintain sufficient records to enable the City to determine whether the Project Sponsor has met the requirements of the HOPWA Program. At a minimum, the following records shall be maintained by the Project Sponsor: 6.1.1 Records providing a full description of each activity assisted (or being assisted) with HOPWA funds, including its location (if the activity has a geographical locus), the amount of HOPWA funds budgeted, obligated and expended for the activity, and the specific provision in the HOPWA 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 HOPWA Program regulations. Where information on income by family size is required, the Project Sponsor 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 definition of "low income person" as set forth in the HOPWA Program regulations; or, the Project Sponsor may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income Iimit established in accordance with the HOPWA Program Regulations; or, the Project Sponsor may substitute a notice that the assisted person is a referral from any governmental agency that determines persons to be "low income persons" based upon HUD's criteria and agrees to maintain documentation supporting those determinations. 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 HOPWA 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 Section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of Iow and moderate income persons and the use of local businesses. 6.1.4 Financial records, in accordance with the applicable requirements of 24 CFR 574. 6.1.5 Records required to be maintained in accordance with other applicable laws and regulations set forth in 24 CFR 574. 6.2 RETENTION AND ACCESSIBILITY OF RECORDS. 6.2.1 The Department sha1 have the authority to review the Project Sponsor's records, including project and programmatic records and books of account, for a period of -16 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 Project Sponsor at least until the expiration of the Retention Period. The Project Sponsor shall maintain records sufficient to meet the requirements of 24 CFR 574. All records and reports required herein shall be retained and made accessible as provided thereunder. The Project Sponsor further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 -l-7 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor 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. -1&- 6.4 MONITORING. The Project Sponsor shall permit the Department and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of the Project Sponsor 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 Project Sponsor. Following such inspection or interviews, the Department will deliver to the Project Sponsor a report of its findings. The Project Sponsor 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 Project Sponsor's justification is acceptable. At the request of the City, the Project Sponsor shall transmit to the City written statements of the Project Sponsor's official policies on specified issues relating to the Project Sponsor's activities. The City will carry out monitoring and evaluation activities, including visits and observations by City staff; the Project Sponsor 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 Project Sponsor 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 Project Sponsor is responsib e for appointing memberships. The Project Sponsor shall - 19 - 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 PROGRAM REQUIREMENTS 7.1 The Project Sponsor shall maintain current documentation that its activities are HOPWA eligible in accordance with 24 CFR Part 574. 7.2 The PROJECT SPONSOR shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with HOPWA funds is an activity which provides benefit to low income persons living with HIV/AIDS. 7.3 The PROJECT SPONSOR shall comply with all applicable provisions of 24 CFR Part 574 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. 7.4 The Project Sponsor shall cooperate with the Department in attending meetings at the request of the Department of Community Development and to provide information as requested or required to the Department. 7.5 The Project Sponsor shall, to the greatest possible, give low -and -moderate -income residents of the service areas opportunities for training and employment. 7.6 NON-DISCRIMINATION. The Project Sponsor 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. 20 Furthermore, the Project Sponsor 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. 7.7 The Project Sponsor shall carry out its Work Program in compliance with all federal laws and regulations. 7.8 The Project Sponsor shall abide by the Federal Labor Standards provisions of HUD Form 4010 incorporated herein as part of this Agreement. 7.9 UNIFORM ADMINISTRATIVE REQUIREMENTS. The Project Sponsor shall comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non -Profit Organizations" and with the applicable requirements of 24 CFR Part 84 (the revised OMB Circular No. A-110). 7.10 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the Project Sponsor is or was created by a religious organization, the Project Sponsor agrees that all HOPWA funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 574. In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, as a general rule, HOPWA assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities. The Project Sponsor shall comply with those requirements and prohibitions when entering into subcontracts. - 21 - 7.11 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the Project Sponsor must transfer to the City any HOPWA funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of HOPWA funds. 7.12 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) days after the Project Sponsor'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 Project Sponsor materially fails to comply with the terms of this Agreement, the City may suspend or terminate this Agreement in accordance with 24 CFR Part 85.43, as set forth more fully below in Article X of this Agreement. 7.13 SUBCONTRACTS AND ASSIGNMENTS. 7.13.1 The Project Sponsor shall ensure that all subcontracts and assignments: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price components; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the City's Minority Procurement Ordinance, and with any conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply only to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement, and; (e) Incorporate the language of Section 7.15 hereof. 7.13.2 The Project Sponsor shall incorporate in all consultant subcontracts the following provision: "The Project Sponsor is not responsible for any insurance or other fringe benefits for the Consultant or employees of the Consultant, e.g., social security, income tax withholding, retirement or leave benefits normally available to direct employees of the Project Sponsor. The Consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself or herself and employees retained by the Consultant in carrying out the scope of services provided in this subcontract." 7.13.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 7.13.4 The Project Sponsor shall submit to the City for its review and confirmation any subcontract engaging any party to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Project Sponsor's Subcontractor(s). 7.13.5 The Project Sponsor shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement or the right to receive benefits or payments resulting from this Agreement. Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to require for the City to incur any obligation in excess of the total dollar amount agreed upon in this Agreement. 7.13.6 The Project Sponsor and its Subcontractors shall comply (when applicable) with the Copeland Kick Back Act, Contract Work Hours and Safety -Standards Act, and Lead -Based Paint Poisoning Prevention Act and all other related acts, as applicable. 7.14 USE OF FUNDS FOR LOBBYING PROHIBITED. The expenditure of Agreement funds for the purpose of lobbying the Legislature, judicial branch, or a state agency are expressly prohibited. ARTICLE VIII 8.1 PROJECT SPONSOR CERTIFICATIONS. ASSURANCES, AND REGULATIONS. The Project Sponsor certifies that: (a) The Project Sponsor 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 Project Sponsor'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 Project Sponsor to act in connection with this Agreement and to provide such information as may be required. (b) The Project Sponsor shall comply with the Hatch Act, which limits the political activity of employees. (c) The Project Sponsor shall establish safeguards to prohibit its employees from using their positions for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they havefamily, business, or other ties. - 24 - (d) To the best of its knowledge and belief, the Project Sponsor and its principals: (i) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (ii) have not, within a three-year period preceding the date of this Agreement, been convicted of or had a civil judgment rendered against any of them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or a contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction or records, making false statements, or receiving stolen property; (iii) are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or Iocal) with the commission of any of the offenses enumerated in this Article VIII; and (iv) have not, within a three-year period preceding the date if this Agreement, had one or more public transactions (Federal, State, or local) terminated for cause or default. ARTICLE IX PROGRAM INCOME AND REPAYMENTS 9.1 PROGRAM INCOME Program income means gross income received by the Project •Sponsor which has been directly generated from the use of the HOPWA funds. When such income is generated by an activity that is only partially assisted with the HOPWA funds, the income shall be prorated to reflect the percentage of HOPWA funds used. Program income generated by HOPWA funded activities shall be used only to undertake those activities specifically approved by the City on and for the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when this Agreement expires/terminates or received after such expiration/termination shall be paid to the City. The Project Sponsor shall submit to the City monthly a Program Income Report and a Work Program Status Report. The Program Income Report shall identify HOPWA activities in which income was derived and how income has been utilized. 9.2 REPAYMENTS. Any interest or other return on the investment of the HOPWA funds shall be remitted to the City on a monthly basis. Any HOPWA funds funded to the Project Sponsor that do not meet the eligibility requirements, as applicable, must be repaid to the City. ARTICLE X REMEDIES, SUSPENSION, TERMINATION 10.1 REMEDIES FOR NONCOMPLIANCE. The City retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the City. In that event, notice of termination of this Agreement shall be in writing to the Project Sponsor by certified mail, return receipt requested or by in person delivery with proof of delivery. Project Sponsor shall be paid for those services performed prior to the date of its receipt to the notice of 26 termination. In no case, however, shall the City pay the Project Sponsor an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the City and the Project Sponsor that any payment made in accordance with this Agreement to the Project Sponsor shall be made only if the Project Sponsor is not in default under the terms of this Agreement. If the Project Sponsor is in default, the City shall not be obligated and shall not pay to the Project Sponsor any sum whatsoever. if the Project Sponsor materially fails to comply with any term of this Agreement, the City may take one or more of the following courses of action: 10.1.1 Temporarily withhold cash payments pending correction of the deficiency by the Project Sponsor, or such more severe enforcement action as the City determines is necessary or appropriate, 10.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity or action not in compliance. 10.1.3 Wholly or partly suspend or terminate the current HOPWA funds awarded to the Project Sponsor. 10.1.4 Withhold further grants and/or loans for the PROJECT SPONSOR. 10.1.5 Take all such other remedies that may be legally available. 10.2 SUSPENSION. 10.2.1 The Department may, for reasonable cause temporarily suspend the Project Sponsor's operations and authority to obligate funds under this Agreement or withhold payments to the Project Sponsor pending necessary corrective action by the Project Spor.sor, or both. Reasonab e cause shall be determined by the Department in its sole and absolute discretion, and may include but are not limited to: (i) Ineffective or improper use of the HOPWA funds by the Project Sponsor; (ii) Failure by the Project Sponsor to materially comply with any term or provision of this Agreement; (iii) Failure by the Project Sponsor to submit any documents required by this Agreement; or (iv) The Project Sponsor's submittal of incorrect or incomplete documents. 10.2.2 The Department may at any time suspend the Project Sponsor's authority to obligate funds, withhold payments, or both. 10.2.3 The actions described in paragraphs 10.2.1 and 10.2.2 above may be applied to all or any part of the activities funded by this Agreement. 10.2.4 The Department will notify the Project Sponsor in writing of any action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 10.3 TERMINATION. 10.3.1 Termination Because of Lack of Funds. In the event the City does not receive funds to finance this Agreement from its funding source, or in the event that the City's funding source de -obligates the finds 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 -2S- i Project Sponsor. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the City's funding source reduces the City's entitlement under the HOPWA Program, the City shall determine, in its sole and absolute discretion, the availability of funds for the Project Sponsor pursuant to this Agreement. 10.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event the Department determines, in its sole and absolute discretion, that the Project �Yr..._ is not materially complying with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in the event that the Department determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. 10.3.3 Unless the Project Sponsor's breach is waived by the Department in writing, the Department may, by written notice to the PROJECT SPONSOR, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. 10.3.4 The City retains the right to terminate this Agreement at any time prior to the completion of the services/Work Program required under this Agreement, without penalty to the City. In the event of any such termination, the City shall provide written notice of termination to the Project Sponsor, which shall be paid for services rendered prior to the date of such notice of termination. Such notice shall be deemed given when and as provided in Section 11.10.1 hereof. ARTICLE XI MISCELLANEOUS PROVISIONS 11,1 INDEMNIFICATION. The Project Sponsor shall pay and save the City harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of the Project Sponsor's activities related to the Work Program or otherwise under this Agreement, including all acts or omissions to act on the part of the Project Sponsor and/or any persons acting for or on its behalf, and from and against any relevant orders, judgments, or decrees which may be entered against the City, and from and against all costs, attorney's fees, expenses, and liabilities incurred by the City in the defense or investigation of any such claims or other matters. 11.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 11.3 OWNERSHIP OF DOCUMENTS. 30 All documents developed by the Project Sponsor under this Agreement shall be delivered to the City upon completion of the activities required pursuant to this Agreement and shall become the property of the City, without restriction or limitation on their use if requested by the City. The Project Sponsor agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the City to the Project Sponsor pursuant to this Agreement shall at all times remain the property of the City and shall not be used by the Project Sponsor for any other purpose whatsoever without the prior written consent of the City. 11.4 AWARD OF AGREEMENT. The Project Sponsor warrants that is has not employed or retained any person employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the City any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 11.5 NON-DELEGABILITY. The obligations undertaken by the Project Sponsor pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part: (a) except in accordance with the requirements of Section 7.14 hereof, and (b) without the City's prior written consent which may be grained or withheld in the City's sole discretion. 11.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according to the laws of the State of Florida. 31 11.7 CONFLICT OF INTEREST. 11.7.1 The Project Sponsor covenants that no person under its employ who presently exercises any functions or responsibilities in connection with HOPWA Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The Project Sponsor further covenants that, in the performance of this Agreement, no person having such a conflicting interest shall be employed. Any such interest on the part of the Project Sponsor or its employees must be disclosed in writing to the City. 11.7.2 The Project Sponsor is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), and agrees that it shall comply in all respects with the terms of the same. 11.7.3 Procurement. The Project Sponsor shall comply with the standards contained within OMB Circular No. A-110. 11.7.4 In all other cases, the Project Sponsor shall comply with the standards contained within 24 CFR 570.611 11.8 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the Project Sponsor agrees and understands that the City has no obligation to renew this Agreement. 11.9 ENTIRE AGREEMENT: This instrument and its attachments constitute the only Agreement of the parties hereto relating to the HOPWA funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 11.10 GENERAL CONDITIONS. 11.10.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in person delivery or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time upon notice in writing. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Barbara Gomez -Rodriguez, Director Department of Community Development 444 Southwest 2nd Avenue, 2nd Floor Miami, Florida 33130 PROJECT SPONSOR [Agency] [Address] Miami, Florida [Zip] 11.10.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 11.10.3 In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control 11.10.4 No waiver of breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 11.10.5 Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severed, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 11.11 INDEPENDENT CONTRACTOR. The Project Sponsor and its employees and agents shall be deemed to be independent contractors and not agents or employees of the City, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the City or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of the City. 11.12 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 4 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: Corporate Secretary ATTEST: Priscilla A. Thompson City Clerk PROJECT SPONSOR: [Agency) Miami, Florida [Zip] a Florida not -for -profit corporation By: SEAL: City of Miami, a municipal Corporation of the State of Florida By: Joe Arriola City Manager APPROVED AS TO APPROVED AS TO FORM AND INSURANCE REQUIREMENTS: CORRECTNESS: Diane Ericson, Administrator Alejandro Vilarello Risk Management City Attorney ,5