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Department of Community Development '614a7 6-41
Housing Development Loan Agreement Routing Form -Brick and Mortars` )%)7- `ice°
Developer 1 Borrower: MOVERS, Inc.
Legal File #:
Amount: $380,000
Date: 8-11-05
_ Analyst Initials: AB
Funding Source: ❑CDBG ❑HOME DESG
■Other:
■HOPWA
❑ SHIP DProgram Income
Type of Contract: ❑ New Construction Homeownership 0 New Construction Rental
❑ Multi -Family Rehabilitation ❑Other:
Loan Agreement ROUTING
DATE
INITIALS
Closing at City
8-3- 05
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Submitted to Assistant City Manager
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Attested to by City Clerk
confirming notarized signatures of City Mgr.)
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HOUSING OPPORTUNITIES FOR PERSONS \WITH AIDS PROGRAM
GRANT AGREEMENT
This Agreement is dated as of this day oft<fC , 2005, by
and between the City of Miami, a municipal corporation of the State of Florida (hereinafter 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
AMOUNT: S380,000.00
RESOLUTION: City Commission Resolution No. 03-1244, adopted
December 18. 2003, Housing and Commercial Loan
Committee approval of February 20, 2004, City Commission
Resolution No. 04-0445. adopted July 8. 2004 and City
Commission Resolution No. 05-0238, adopted April 14.
2005.
PROJECT NAME: Movers Inc. Supportive Housine Program
PROJECT TYPE: Rental/Rehabilitation
TERM OF THE AGREEMENT: See Section 1.12
COMPLIANCE PERIOD: 15 years from issuance of all required certificates
of occupancy or certificates of completion for the
Project
HOPWA ASSISTED UNITS: All eighteen (18) Project units
IDIS NUMBER: (5 6C
SCI NUMBER: t C1Y5
PROPERTY' ADDRESS: 1301 N.E. 1 1 1 Street. Miami. FL
1 I 1 15 N.F. 13 Avenue. Miami. FL
1075 N.E. 149 Street. Miami. FL
EXHIBITS ATTACHED:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
1095-97 N.E. 149 Street, Miami, FL
14950-52 N.E. 11 Avenue. Miami, FL
Scope of Work and Project Schedule
Legal Descriptions
Budget
Form of Disbursement Agreement for HOPWA Funds
Affirmative Marketing Procedures and Responsibilities
Form of Declaration of Restrictive Covenants
Form of Rent Regulatory Agreement
Additional Insurance Requirements
RECITALS
WHEREAS, the Project Sponsor has acquired and is rehabilitating a project known as the
Movers, Inc. Supportive Housing Program (Life Quest Facility), which supplies rental housing
units for Low Income Individuals living with AIDS (hereinafter referred to as the "Project"); and
WHEREAS, by Resolution No. 03-1244, adopted by the City Commission on December
18, 2003, Resolution No. 04-0445, adopted by the City Commission on July 8, 2004, Resolution
No. 05-0238, adopted by the City Commission April 14, 2005, and Housing and Commercial
Loan Committee approval of February 20, 2004, the Project Sponsor was allocated Three
Hundred and Eighty Thousand Dollars (S380,000.00) of Housing Opportunities for Persons with
Aids program funds ("HOPWA Funds") to finance the rehabilitation of the Project; and
WHEREAS, the City and the Project Sponsor intend and agree that that allocation of
HOPWA Funds be subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and obligations herein
contained, and subject to the terms and conditions hereinafter stated, the parties hereto
understand and agree as follows:
ARTICLE I
DEFINITIONS
The City and the Project Sponsor hereby agree that the capitalized terms used herein shall
have the meanings set forth below unless the context requires otherwise:
1.1 Compliance Period:
1.2 HOPWA Program:
1.3 HOPWA Requirements:
1.4 HOPWA Funds,
or, the Grant:
1.5 Contract Records:
1.6 Project:
The period of time commencing on the date of
issuance of all required certificates of occupancy or
certificates of completion, as appropriate, for the
Project, and ending fifteen (15) years thereafter.
The Housing Opportunities for Persons With AIDS
Program, created under the AIDS Housing
Opportunity Act, and revised under the Housing
and Community Development Act of 1992.
The requirements contained in this Agreement, 24
CFR Part 574 (and any changes thereto), and any
other requirements imposed by the City.
The grant in the amount of S380,000.00 from the
City to the Project Sponsor for Project rehabilitation
costs.
Any and all books, records, documents,
information, data, papers, letters, materials,
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 of the Project
Sponsor 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.
A rental project known as the Movers, Inc.
Supportive Housing Program (Life Quest Facility),
providing eighteen (18) units of Low Income
housing for persons Nvith AIDS, to be rehabilitated
by the Project Sponsor in accordance with the
1.9 Property:
1.10 HOPWA Documents, or
Grant Documents:
1.11 Legal Requirements:
1.12 Term:
1.13 The Covenant:
1.14 Effective Date:
Project Schedule and Scope of Work (attached
hereto and incorporated herein as Exhibit "A").
The real properties in Miami, Florida on which the
Project is located, as legally described in Exhibit
"B" attached hereto and incorporated herein.
This Agreement and all other documents that may
now or hereafter evidence or secure the HOPWA
Funds, together with all other documents executed
in connection therewith or presented by the Project
Sponsor to the City in connection therewith or
herewith, and all amendments, extensions and
renewals to any of the foregoing.
The HOPWA Requirements and all federal laws
and regulations pertaining thereto which are
described or referenced in 24 CFR Part 574; any
requirements imposed by the City and all local,
state and federal requirements relating thereto
and/or pertaining to the rehabilitation of the Project
under the HOPWA Program.
The period commencing on February 20, 2004 and
ending fifteen (15) years from the date of issuance
of all required certificates of occupancy or
certificates of completion, as appropriate, for the
Project, unless sooner terminated by the City.
A Declaration of Restrictive Covenants to be
recorded in the Public Records of Miami -Dade
County, Florida to ensure that the Project will be
used to provide housing for Low Income
Individuals living with AIDS throughout the
Compliance Period.
The date on which the City Clerk affixes an
attestation to this Agreement.
1.15 HUD: The U.S. Department of Housing and Urban
Development
1.16 Low Income Individual:
An individual or family whose annual income does
not exceed 80 percent of the median income for the
area, as determined by HUD, with adjustments for
-4-
smaller and larger families, and with certain
exceptions as provided in 42 U.S.C. 12902.
1.17 AIDS: Acquired immunodeficiency syndrome or related
diseases as provided in 24 C.F.R. Part 574.
ARTICLE II
HOPWA FUNDS
Subject to the terms and conditions set forth herein and the Project Sponsor's compliance
with all of its obligations hereunder, the City hereby agrees to make the Funds available to the
Project Sponsor to be used for the purpose and disbursed in the manner hereinafter provided.
2.1 Use of Funds. The Project consists of eighteen (18) units of rental housing for
Low Income Individuals with AIDS. It is composed of six (6) efficiencies, nine (9) one bedroom
units and three (3) two bedroom units located in two buildings.
The HOPWA Funds shall be used for the rehabilitation of the Project in accordance with
the Budget attached hereto and incorporated herein as Exhibit "C".
2.2 Disbursement. The HOPWA Funds shall be disbursed in accordance with the
Budget attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that
certain Disbursement Agreement for HOPWA Funds dated of even date herewith, a copy of
which is attached hereto and incorporated herein as Exhibit "D".
Those eligible Project costs incurred during the period commencing on February 20,
2004 and ending twenty four (24) months from the Effective Date hereof may be eligible for
payment by the City in accordance with the Disbursement Agreement. The Project Sponsor may
not request disbursement of funds pursuant to this Agreement and the Disbursement Agreement
until such funds are needed for the payment of eligible costs.
Notwithstanding any provision herein or in any of the Grant Documents to the contrary,
the HOPWA Funds shall not be available for disbursement hereunder until a HUD Release of
Grant Conditions or confirmation of exempt status has been obtained for the Project. This
Agreement and the City's obligations hereunder and under any and all of the Grant Documents,
including, but not limited to the City's obligation to disburse HOPWA Funds hereunder, shall
automatically terminate in the event that within three (3) months of the Effective Date hereof
such HUD Release of Grant Conditions or confirmation of exempt status has not been obtained
for the Project.
2.3 Repayment Obligation. Notwithstanding anything contained herein to the
contrary, upon the occurrence of an Event of Default (as defined in Article VII below) during the
Term of this Agreement, and the continuance thereof beyond any applicable notice and cure
periods provided herein, the amount of the HOPWA Funds actually disbursed shall be
immediately due and payable. Upon the written demand of the City the Project Sponsor shall
reimburse the City for the full amount of HOPWA Funds disbursed pursuant to this Agreement.
ARTICLE III
DISBURSEMENT REQUIREMENTS
3.1 CONDITIONS OF DISBURSEMENT OF HOPWA FLUIDS.
The City shall not be obligated to disburse the HOPWA Funds unless and until the City
has received the following:
3.1.1 Title Insurance. A title insurance policy insuring the Property issued by a title
insurance company acceptable to the City identifying the City's insurable interest
in the Property, together with copies of all instruments which appear as
exceptions therein. The title policy is to be issued without exceptions, except for
those exceptions permitted by the City, and shall include such affirmative
coverage as the City shall require.
3.1.2 Survey. An original current survey of the Property made by a registered
surveyor satisfactory to the City and the title company and containing such
certifications as the City and the title company may require.
3.1.3 Zoninc. Evidence that the Property and the proposed improvements comply with
all applicable zoning ordinances.
3.1.4 Corporate Documents,
(a)
The certificate of incorporation or partnership agreement, or their
equivalent, as appropriate, and a good standing certificate for the Project
Sponsor and any other owner of the Property (the "Property Owner"), if
applicable, certified by the appropriate governmental authority.
(b) Bylaws. resolutions, and incumbency certificates, or, in the case of a
partnership, their equivalent, for the Project Sponsor and the Property
Owner, if applicable, certified by the Corporate Secretary or other
authorized signer, authorizing the consummation of the transactions
contemplated hereby, all satisfactory to the City.
(c) Evidence satisfactory to the City that Project Sponsor is qualified to
receive funds under the HOPWA Program in accordance with the
HOPWA Requirements.
3.1.5 Insurance Policies.
(a) Comprehensive General Liability and umbrella liability coverage in an
amount not less than $500,000.00 per occurrence and $1,000,000.00
annual aggregate, protecting the City and the Project Sponsor against
liability incidental to the use of, or resulting from an accident occurring on
or about, the Property, including coverage for: (i) fire, explosion, collapse
and underground hazards, completed operations and independent
contractors, and (ii) automobile liability for all owned vehicles as well as
coverage for non -owned and hired automobiles.
' (b) Workers' compensation insurance as required by the laws of the State of
Florida.
(c) Employer's liability insurance protecting the Project Sponsor against
liability resulting from any accident or liability arising from or relating to
any construction on the Property.
(d) A builder's risk policy, using a completed value form in an amount not
less than one hundred percent of the full insurable replacement cost of the
Project, insuring the Project from such perils and other hazards as the City
may reasonably require, including without limitation, fire, extended
coverage, vandalism and malicious mischief, and collapse.
(e) Federal flood insurance in such an amount as is satisfactory to the City.
(f) A bid, payment and/or performance bond in such form as may be required
by the City.
All such insurance shall insure the City as an additional insured, with a loss
payable clause in favor of the City. The Project Sponsor shall be required to
obtain and furnish evidence of any other insurance coverage the City may
reasonably require during the Term of this Agreement, including, but not limited
to that described on Exhibit H. All such policies shall provide the City with
mandatory written notice of cancellation or material change from the insurer not
less than thirty (30) days prior to any such cancellation or material change, and all
such policies shall be written by insurance companies satisfactory to the City.
Failure of the Project Sponsor to submit all required evidence of the specified
insurance coverage, except for Comprehensive General Liability and umbrella
liability coverage, fourteen (14) calendar days prior to the start of construction
shall delay the disbursement of the HOPWA Funds.
3.1.6 Operative Documents. This Agreement, the Mortgage, the Covenant and all other
1-IOPWA Documents, duly and lawfully executed by the Project Sponsor and in
recordable form, where appropriate.
3.1.7 Appraisal. A current appraisal of the Property made by a member of the
American Institute of Real Estate Appraisers.
3.1.8 List of Subcontractors. A list of all of the Project Sponsor's subcontractors as of
the date of execution of this Agreement, and copies of all contracts in excess of
$10,000 for the performance of services or the supply of materials in connection
with the Project.
3.1.9 Compliance with HOPWA Requirements. All other documents required by the
HOPWA Program evidencing compliance with HOPWA Requirements.
3.1.10 Intentionally Deleted.
3.1.11 Evaluation of Project Costs. The evaluation of the Project rehabilitation costs as
prepared by an independent engineer, engaged by the Project Sponsor to provide
such evaluation.
3.1.12 First Source Hiring Agreement. If applicable, an executed First Source Hiring
Agreement between the Project Sponsor and the City.
3.1.13 Historic Preservation Review. All applicable requirements of the State of Florida
Historic Preservation Department shall have been met prior to the disbursement of
any funds hereunder.
3.1.14 Environmental Report. The Project Sponsor shall submit all information
requested by the City with respect to the Project including, but not limited to,
Phase I and Phase II Environmental Assessment Reports, as applicable.
3.1.15 Audit Report. The Project Sponsor shall submit to the City audit reports as are
required herein.
3.1.16 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor
shall submit detailed documents describing the Project Sponsor's internal
corporate organizational structure, property management and procurement
policies and procedures, personnel management, accounting policies and
procedures, etc. Such information shall be submitted to the City within thirty (30)
days of the execution of this Agreement and prior to the disbursement of any
funds hereunder.
3.1.17 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be
requested by the City.
3.1.18 Certificate Regarding Debarment. Suspension, and Other Responsibility Matters.
Such Certificate Regarding Debarment, Suspension and Other Responsibility
Matters as may be requested by the City.
3.1.19 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be
required by the City.
3.1.20 Environmental Clearance. Project construction must not commence, or if the
Project was already under construction at the time of application for federal
funds, construction must cease immediately, until a HUD Release of Grant
Conditions or a confirmation of exempt status has been issued for the Project.
3.1.21 All other documents reasonably required by the City.
ARTICLE IV
HOPWA PROGRAM REQUIREMENTS
The Project Sponsor shall comply with the following HOPWA Requirements:
4.1 GENERAL.
4.1.1 The Project Sponsor shall maintain current documentation that its activities
qualify under the HOPWA Requirements.
4.1.2 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 benefits Low Income persons.
4.1.3 The Project Sponsor shall ensure and maintain all such other documentation as
may be required by the HOPWA Requirements.
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4.1.3 The Project Sponsor shall comply Vt'ith all applicable provisions of 24 CFR Part
574 and shall carry out each Project activity in compliance with all other
applicable federal laws and regulations.
4.1.4 The Project Sponsor shall agree in writing to comply with any and all
requirements as may be set forth in the Site Environmental Clearance Statement
executed in connection herewith.
4.1.5 The Project Sponsor shall cooperate with the City in informing the appropriate
citizen participation structures, including the appropriate area committees, of the
activities of the Project Sponsor in adhering to the provisions of this Agreement.
Representatives of the Project Sponsor shall attend meetings of the appropriate
committees and citizen participation structures upon the request of the citizen
participation officers or the City.
4.1.6 The Project Sponsor shall, to the greatest extent possible, give Low Income
residents of the service community opportunities for training and employment.
4.1.7 The Project Sponsor shall comply with all applicable displacement, relocation and
real property acquisition requirements.
4.1.8 The Project Sponsor shall ensure that upon Project completion and throughout the
Compliance Period, the housing meets the property standards contained in 24
C.F.R. Part 574 and the lead based paint requirements of 24 C.F.R. Part 35,
subparts A, B, H, J, K, M and R.
4.1.9 The Project Sponsor shall maintain, and make available to HUD for inspection,
financial records sufficient, in HUD's determination, to ensure proper accounting
and disbursing of the HOPWA Funds.
4.1.10 The Project Sponsor agrees to cooperate and coordinate with the State and local
governments and public and private organizations and agencies providing
services to Low Income Individuals living with AIDS as required by 24 C.F.R. §
574.420.
4.1.11 Fee Prohibition. The Project Sponsor agrees that no fee (except rent) shall be
charged to any eligible person for any housing or services provided in connection
with the Project and/or under this Agreement.
4.1.12 Occupancy of Protect Units. All Project units must be dedicated for occupancy
by HOP\VA eligible Low Income Individuals living with AIDS.
4.1.13 Housing Quality Standards. Each year during the Term of this .Agreement, the
City shall perform a physical inspection of the Property to ensure that each unit
complies with all local, State and federal laws, including HUD housing quality
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standards. If any repair or maintenance work is determined necessary to be done,
the City shall notify the Project Sponsor in writing and specify the needed repairs.
The Project Sponsor shall complete all repairs required by the City, at which time
the repaired item shall be inspected by the City. Failure to complete the specified
repairs within the time frame required by the City shall constitute an Event of
Default.
4.1.14 Supportive Services. The Project Sponsor shall ensure that qualified service
providers make available appropriate supportive services to the individuals
assisted with housing under this Agreement. Supportive services are described in
24 CFR Part 574, which is hereby made a part of this Agreement.
4.1.15 Program Operation. The Project Sponsor shall operate the Project in accordance
with the provisions of 24 C.F.R. Part 574 and other applicable HUD regulations.
4.1.16 Assessments. The Project Sponsor shall conduct an ongoing assessment of the
housing assistance and supportive services required by the tenants in the Project,
and assure the adequate provision of supportive services to such tenants.
4.1.17 The Project Sponsor shall comply with such other terms and conditions for
monitoring and evaluation purposes as HUD may establish.
4.2 REAL PROPERTY.
4.2.1 .Any real property that was acquired or improved in whole or in part with
HOPWA Funds received from the City shall be either:
(a) Used to complete one of the HOPWA eligible activities as required
by and defined in 24 CFR Part 574 throughout the Compliance
Period, or
(b) Disposed of in a manner that results in the City being reimbursed
for the amount of the current fair market value of the Property as
may be determined by the City in its sole and absolute discretion,
less any proportionate portion of the value attributable to
expenditures of non-HOPWA funds for the acquisition, or
improvement, of the Property.
4.2.2 All real property purchased in whole or in part with funds for this and
previous Agreements with the City, or transferred to the Project Sponsor
after being purchased in whole or in part with funds from the City, shall be
listed in the property records of the Project Sponsor and shall include: a
legal description; size; address and Iocation; owner's name if different
from the Project Sponsor; information on the transfer or disposition of the
property; and a map indicating whether property is in parcels, lots, or
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blocks and showing adjacent streets and roads. The property records shall
describe the programmatic purpose for which the property was acquired
and identify the HOPWA activity that will be completed. If the property
was improved, the records shall describe the programmatic purpose for
which the improvements were made and identify the HOPWA activity that
will be completed.
4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property
purchased in whole or in part with funds given to the Project Sponsor pursuant to the terms of
this Agreement shall vest in the City.
4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City
for the disposition of real or personal property purchased in whole or in part with funds given to
the Project Sponsor or its subcontractors pursuant to the terms of this Agreement, and shall
dispose of all such property in accordance with instructions from the City. Those instructions
may require the return of all such property to the City.
4.5 SUBCONTRACTS AND ASSIGNMENTS.
4.5.1 The Project Sponsor shall ensure that all subcontracts and assignments funded
with HOPWA Funds hereunder:
(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 component;
(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 other
conditions and/or approvals that the City may deem necessary. The
requirements of this paragraph apply 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 and absolute 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 the Certificate Regarding Lobbying executed
in connection herewith.
4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts the
following provision:
"The Project Sponsor is not responsible for any insurance or other fringe benefits,
e.g., social security, income tax withholding, retirement or leave benefits, for the
Consultant or employees of the Consultant, that are 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/herself/itself and
employees retained by the Consultant in carrying out the Scope of Services
provided in this subcontract."
4.5.3 The Project Sponsor shall be responsible for monitoring the contractual
performance of all subcontracts.
4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any
subcontract engaging any party who agrees 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).
4.5.5 The Project Sponsor shall receive the prior written approval of the City for the
assignment or transfer of any obligations or responsibility set forth in this
Agreement.
4.5.6 Approval by the City of any subcontract or assignment shall not be deemed to be
the City's agreement to incur any obligations in excess of the total dollar amount
agreed upon in this Agreement.
4.5.7 The Project Sponsor and its subcontractors shall comply with the Davis -Bacon
Act, if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours
and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the
Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing
regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and
regulations.
4.s.� The Project Sponsor shall submit to the City for written prior approval all
proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals.
4.6 REPORTING OBLIGATIONS.
4.6.1 The Project Sponsor shall submit, as required, the following:
4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports
and projected completion dates to describe the progress made by
the Project Sponsor in achieving each of the objectives identified
in Exhibit "A". The Project Sponsor shall also submit an Earned
Income Report in such form as may be required by the City. Both
the Progress Report and the Earned Income Report shall be
provided to the City on a monthly basis until the Completion Date.
4.6.1.2 Inventory Report. The Project Sponsor shall report all real
property and all non -expendable personal property as specified in
Paragraphs 4.2 and 4.3 hereof. Such report shall be submitted as
requested by the City.
4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the
City such information relative to the equality of employment
opportunities whenever requested by the City.
4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation
Act. The Project Sponsor shall report its compliance with section
504 of the Rehabilitation Act, whenever requested by the City.
4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall
report to the City annually on all actions taken to comply with the
affirmative marketing requirements provided in Exhibit E.
4.6.1.6 List of Subcontractors. A list of all of the Project Sponsor's
subcontractors, and copies of all contracts in excess of $10,000 for
the performance of services or the supply of materials in
connection with the Project.
4.6.1.7 Tenant Income Level Report. The Project Sponsor shall report to
the City income of all person(s) residing in Project units. Such
report shall be submitted as requested by the City.
4.6.2 Federal, State and County Laws and Regulations.
4.6.2.1 The Project Sponsor shall comply with all applicable provisions of
federal, state, county and City laws. regulations, rules and
administrative requirements, such as OMB Circular No. A-122,
OMB Circular No. A-110, OMB Circular No. A-21, and OMB
Circular No. A-133, which are incorporated herein by reference, as
they may be revised from time to time.
4.6.2.2 The Project Sponsor shall comply with all applicable federal laws
and regulations such as: 24 CFR Part 574; 24 CFR Part 85, Section
504 of the Rehabilitation Act of 1973, as amended, which prohibits
discrimination on the basis of handicap; Title VI of the Civil
Rights Act of 1964, as amended, which prohibits discrimination on
the basis of race, color, or national origin; the Age Discrimination
Act of 1975, as amended, which prohibits discrimination on the
basis of age; Title VIII of the Civil Rights Act of 1968, as
amended, and Executive Order 11063 which prohibits
discrimination in housing on the basis of race, color, religion, sex,
or national origin; Executive Order 11246 which requires equal
employment opportunity; and with the Energy Policy and
Conservation Act (Pub. L..94-163) which requires mandatory
standards and policies relating to energy efficiency.
4.6.2.3 If the amount payable to the Project Sponsor pursuant to the terms
of this Agreement is in excess of $ 100,000.00, the Project Sponsor
shall comply with all applicable standards, orders. or regulations
issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et.
seq.), as amended; the Federal Water Pollution Control Act (33
U.S.C. 1251), as amended; Section 50-8 of the Clean Water Act (33
U.S.C. 1368); Environmental Protection Agency regulations (40
CFR Part 15); and Executive Order 11738.
4.6.3 Audits and Records.
4.6.3.1 The Project Sponsor shall submit to the City an audit conducted by
an independent certified public accountant or firni of independent
certified public accountants in accordance with the general
accepted auditing standards set forth in the Government Auditing
Standards issued by the Comptroller General of the United States
of America and the provisions of the Office of Management and
Budget Circular No. A-133 ("Audits of Institutions of Higher
Education and other Nonprofit Organizations"), including a report
on compliance with laws and regulations based on an audit of
financial statements performed in accordance with Government
Auditing Standards and a report on internal control structure
required by OMB Circular No. A-133. Two copies of such audit
must be delivered to the City no later than six (6) months
following the end of each Project Sponsor fiscal year.
4.6.3.2 The Project Sponsor shall maintain all Contract Records in
accordance with generally accepted accounting principles,
procedures, and practices, which records shall sufficiently and
properly reflect all revenues and expenditures of funds provided
directly or indirectly by the City pursuant to the terms of this
Agreement.
4.6.3.3 The Project Sponsor shall ensure that the Contract Records shall be
at all times subject to and available for full access and review,
inspection or audit by the City and federal personnel and any other
personnel duly authorized by the City.
4.6.3.4 The Project Sponsor shall include in all subcontracts to carry out
any eligible substantive programmatic services, as such services
are described in this Agreement and defined by the City, each of
the record keeping and audit requirements detailed in this
Agreement. The City shall in its sole discretion determine when
services are eligible substantive programmatic services and subject
to the audit and recordkeeping requirements described above.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR
The Project Sponsor represents and warrants to the City as follows:
5.1 Organization and Existence. The Project Sponsor is a not -for -profit corporation,
duly organized, validly existing and in good standing under the laws of the State of Florida, and
has full power and authority to conduct its business as presently conducted, to receive the
HOPWA Funds, and to own and operate the Project.
The Project shall comply with all applicable HOPWA Requirements. The Project
Sponsor has full power and authority to perform its agreements and undertakings with the City
and to perform the transactions contemplated hereby, and such execution and performance have
been duly authorized by all necessary corporate or other approvals and actions.
5.2 Correctness of Documents. The cost estimates, Budget, schedules, and all other
documents furnished to the City in accordance with the HOPWA Program, this Agreement,
and/or the other HOPWA Documents, are true and correct in ali material respects and accurately
set forth the facts contained therein and neither misstate any material fact nor, separately or in
the aggregate, fail to state any material fact necessary to make the statements made therein not
misleading.
5.3 Absence of Proceedings. Actions and Judgments. There are no conditions,
circumstances, events, agreements, documents, instruments, restrictions, actions, suits or
proceedings pending or threatened against or affecting the Project Sponsor, the Project or the
Property which could adversely affect the Project Sponsor's ability to comply with the HOPWA
Program, to complete or operate the Project or to perform its obligations hereunder or which
would constitute an Event of Default hereunder or under the other HOPWA Documents
regardless of the giving of notice or the passage of time or both. There are no outstanding or
unpaid judgments or arbitration awards against the Project Sponsor.
5.4 Non -Default. The Project Sponsor is not in default or violation with respect to
any Legal Requirement, nor is it in default under or in material breach of any instrument or
agreement to which it is a party or by which it otherwise may be bound. The execution and
delivery of this Agreement and the other HOPWA Documents, the consummation of the other
transactions contemplated hereby, and the ownership and development of the Project as
contemplated hereby and by the other HOPWA Documents: (i) do not and will not conflict with
or result in violation of any Legal Requirement or in the breach or default under any indenture,
contract, agreement or other instrument to which the Project Sponsor is a party or by which it
may be bound; and (ii) have been duly authorized by all necessary actions and approvals,
whether corporate or otherwise.
5.5 Valid Oblieations. This Agreement and all of the other HOPWA Documents,
when executed and delivered, shall constitute the duly authorized, legal, valid and binding
obligations of the Project Sponsor and will be enforceable in accordance with their respective
terns.
5.6 Compliance. The rehabilitation and use of the Project in accordance with the
Scope of Work and this Agreement will comply fully with all Legal Requirements, and with all
limitations on the use of the Project, or any other condition, grant, easement, covenant, or
restriction, whether recorded or not. All necessary approvals, permits and licenses for the
rehabilitation, operation, and use of the Project have been unconditionally obtained and are in
full force and effect, or if the present state of rehabilitation of the Project does not allow such
issuance, then such approvals, permits and licenses will be issued when the Project is completed.
The Project Sponsor will comply at all times with all Legal Requirements. The Project
Sponsor will comply at all times with the HOPWA Requirements affecting the ownership, use,
rehabilitation, lease and operation of the Project.
5.7 Encroachments. When rehabilitation of the Project is completed in accordance
with the Scope of Work, the Project will not encroach upon any building line, setback line,
sideyard line or other recorded or visible easements or other easements of which the Project
Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist)
with respect to the Project.
5.8 Scope of Work. The Scope of Work is complete in all respects, and contains all
details requisite for the rehabilitation of the Project.
5.9 Leases. There are no leases, tenancies, licenses or agreements for use of any part
of the Property other than as specifically disclosed to and approved by the City.
5.10 Pending Assessments. The Project Sponsor has no knowledge of any pending or
proposed governmental action that w ould impair the operation or value of the Project or result in
a special assessment against the Project.
5. l 1 Waste. The Project Sponsor shall not commit or suffer waste or negligence on the
Project.
5.12 Fraud. No fraud by the Project Sponsor has occurred in the qualification of the
Project, the Project Sponsor and/or the Property under the HOPWA Program, the negotiation of
this Agreement and the other HOPWA Documents, nor in the transactions contemplated hereby.
5.13 No Casualty. No part of the Property and/or the Project has been damaged or has
been subjected to condemnation or other proceedings, and no such proceedings have been
threatened.
5.14 No Changes. There have been no material adverse changes in the projected costs
and expenses of the Project rehabilitation, or in the occupancy of the Property or any other
features of the transactions contemplated hereby as submitted to the City.
5.15 Other Financing. The Project Sponsor has not applied for or received, and does
not otherwise have available, in connection with the rehabilitation of the Project any other
financing/funding, except for those funds, loans and/or financial commitments previously
identified in writing to, and approved by, the City.
5.16 Reaffirmation. Each of the representations and warranties set forth in this Article
shall be true at all times, and the acceptance of the HOPWA Funds hereunder by the Project
Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties
given in this Agreement.
5.17 Marketable Title. At all times after acquisition of the Project Property, the
Project Sponsor shall have good and marketable title to the entire Project subject only to the
exceptions and other matters permitted by this Agreement or otherwise by the City.
- 1 9-
5.18 Award of Agreement. The Project Sponsor warrants that it 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.
ARTICLE VI
PROJECT SPONSOR'S OBLIGATIONS
6.1 (A) Scope of Work. The Project Sponsor shall perform the Scope of Work as set
forth herein and on Exhibit "A" attached. The Scope of Work shall be fully completed no later
than twenty four (24) months from the Effective Date (the "Completion Date").
The Project Sponsor shall:
(i) commence rehabilitation of the Project, to the satisfaction of the City in its
sole judgment, within ninety (90) days from the Effective Date hereof,
(ii) obtain all required certificates of occupancy or certificates of completion,
as appropriate, for the Project, within twelve (12) months from the
Effective Date hereof, and
(iii) have all Project units rented to Low Income Individuals with AIDS, in
accordance with the requirements of this Agreement and the other Grant
Documents, within twelve (12) months after the issuance of all certificates
of occupancy or certificates of completion, as appropriate, required for the
Project, but in no event later than twenty four (24) months after the
Effective Date hereof.
(B) Occupancy of Project Units. All Project units must be dedicated for occupancy
by HOPWA eligible Low Income Individuals living with AIDS.
The City of Miami HOPWA Program Administration will work with the Project Sponsor
to seek out HOPWA eligible persons for residency in Project. In the event that at any time
during the Term of this Agreement a Project unit becomes available for occupancy, the Project
Sponsor shall provide the City with written notice of the unit's availability.
The Project Sponsor and the City agree that all vacant Project units shall be filled from
the City's HOPWA waiting list, provided. however. that in the event that the City is not able to
locate a qualified HOPWA eligible person to fill a vacancy within sixty (60) days following the
City's receipt of written notice of the vacancy from the Project Sponsor, the Project Sponsor may
rent such unit to a HOPWA eligible person not referred by the City.
The Project Sponsor shall obtain the written approval of the City prior to rejecting a
potential tenant referred from the City's HOPWA waiting List.
Project units shall be rented for no more than thirty percent (30%) of the tenant's
adjusted monthly income.
The Project Sponsor shall maintain all Project Property in full compliance with local,
state and federal housing quality standards including the housing quality standards of the
HOPWA Program.
All Project units will be inspected by the City at such times as may be determined by the
City in its sole discretion. The City may withhold payments to the Project Sponsor hereunder in
the event that any unit(s) fails inspection.
6.2 Reporting Oblieations. The Project Sponsor shall submit to the City all reports as
described in Section 4.6 hereof, and ail other reports that the City may reasonably require, in
such form, manner, and frequency as the City may reasonably require to monitor the progress of
the Project and the Project Sponsor's performance and compliance with this Agreement and all
Legal Requirements.
6.3 Retention of Records. The Project Sponsor shall retain all Contract Records for
four (4) years after expiration of the Compliance Period (hereinafter referred to as "Retention
Period") subject to the limitations set forth below:
(a) 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
relating to the Project or the Scope of Work 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 City, fully, completely and
finally resolved.
(b) The Project Sponsor shall allow the City or any person authorized by the
City full access to and the right to examine any of the Contract Records during the
required Retention Period.
(c) The Project Sponsor shall notify the City 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 Contract Records will be retained.
(d) The Project Sponsor shall obtain the prior written consent of the City to
dispose of any Contract Records within one (1) year after the expiration of the Retention
Period.
6.4 Provision of Records. All of the Contract Records are subject to the provisions of
Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". Upon
request, the Project Sponsor shall provide all Contract Records to the City. The requested
Contract Records shall become the property of the City without restriction, reservation, or
limitation on their use and shall be made available by the Project Sponsor at any time upon
request by the City. The City shall have the unlimited right to all books, articles, or other
copyrightable materials developed in the performance of this Agreement, including, but not
limited to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish,
or otherwise use, and to authorize others to use, the Contract Records for public purposes.
e, the Project Sponsor is obligated to maintain the
,..,sis once to persons with HIV/AIDS. The Project
Sponsor agrees to comply with client confidentiality requirements specified in 24 C.P.R. Part
574.
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 City immediately upon such issuance unless such
disclosure is a violation of those agencies' rules.
6.5 Prior Approval. The Project Sponsor shall obtain the City's prior written
approval prior to undertaking any of the following with respect to the Project and/or the
Property:
(a) The sale, assignment, pledge, transfer, hypothecation or other
encumbrance or disposition of any proprietary or beneficial interest in the Project
Sponsor or the Property, or any change in the operating control of the Project Sponsor,
which shall require the prior approval of the City's Housing and Commercial Loan
Committee and/or the City Commission, as appropriate.
(b) The disposition of any real or personal property as described in Article IV
hereof.
(c) The use of program income not specifically listed in the approved Budget.
(d) Any proposed Solicitation Notice, Invitation for Bids or Request for
Proposals.
(c) The disposal of all Contract Records.
6.6 Monitoring. The Project Sponsor shall permit the City and other persons duly
authorized by the City to inspect all Contract Records, facilities, goods, and activities of the
Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms
of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the
Project Sponsor. Following such inspection or interviews, the City will deliver to the Project
Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the
City within the period of time specified in the report, or provide the City with a reasonable
justification for not correcting the deficiencies. The City will determine, in its sole and absolute
discretion, whether or not the Project Sponsor's justification is acceptable.
6.7 Conflict of Interest.
A. The Project Sponsor is aware of the conflict of interest laws of the City of Miami
(Code of the City of Miami, Florida. Chapter 2, Article V), of Miami -Dade County, Florida
(Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth
in Florida Statutes), and with the HOPWA Program conflict of interest requirements (24
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C.F.R.§574.625), and agrees that it will fully comply in all respects with the terms thereof and
any future amendments thereto.
B. The Project Sponsor covenants that no person or entity under its employ,
presently exercising any functions or responsibilities in connection with this Agreement, has any
personal financial interests, direct or indirect, with the City. The Project Sponsor further
covenants that, in the performance of this Agreement, no person or entity having such conflicting
interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any
such conflict of interest(s) on the part of the Project Sponsor, its employees or associated persons
or entities must be disclosed to the City.
C. The Project Sponsor shall disclose any possible conflicts of interest or apparent
improprieties of any party under or in connection with the Legal Requirements, including the
standards for procurement.
D. The Project Sponsor shall make any such disclosure to the City in writing and
immediately upon the Project Sponsor's discovery of such possible conflict. The City's
determination regarding the possible conflict of interest shall be binding on all parties.
E. No employee, agent, consultant, elected official or appointed official of the City,
exercising any functions or responsibilities in connection with the City's HOPWA Program or
this Agreement, or who is in a position to participate in the decision -making process or gain
inside information regarding HOPWA-assisted activities, has any personal financial interest,
direct or indirect, in this Agreement, the HOPWA Funds or proceeds hereunder, the Project or
the Project Sponsor, either for themselves or for those with whom they have family or business
ties, during their tenure or for one year thereafter. The Project Sponsor covenants that, in the
performance of this Agreement, no person having such a conflicting interest shall be employed.
6.8 Related Parties. The Project Sponsor shall report to the City the name, purpose
for and any other relevant information in connection with any related -party transaction. The
term "related party transaction" includes, but is not limited to, a transaction or relationship
between the Project Sponsor and 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 responsible for appointing memberships. The Project Sponsor shall report this
information to the City 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 City no later than in the next required Progress
Report, as described above.
6.9 Procurement From Minority/Women Owned Businesses. The Project Sponsor
shall make a positive effort to procure supplies, equipment, construction, or services to fulfill
this Agreement from minority and women owned businesses, and to provide these sources the
maximum feasible opportunity to compete for subcontracts to be performed pursuant to this
.Agreement. To the maximum extent feasible, these businesses shall be located in or owned by
residents of the community development areas designated by the City.
6.10 Additional Funding. The Project Sponsor shall notify the City of any additional
funding received for any activity described in this Agreement. Such notification shall be in
writing and received by the City within thirty (30) days of the Project Sponsor's notification by
the funding source.
6.11 Reversion of Assets. The Project Sponsor shall return to the City upon the
expiration or termination of this Agreement any HOPWA Funds on hand, any funds or accounts
receivable attributable to the HOPWA Funds, and any overpayments due to unearned funds or
costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project
Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or
termination of this Agreement, as described and provided for in OMB Circular No. A-122, shall
be retained by the City.
6.12 Repayment of Funds Procedures. If for any reason any Project unit fails to
comply with the HOPWA Requirements, the Project Sponsor shall repay to the City all funds
received by the Project Sponsor pursuant to this Agreement.
6.13 Affirmative Marketing. The Project Sponsor shall comply :vith the affirmative
marketing requirements and procedures provided on Exhibit E.
6.14 Transfer of Property Ownership to the City. In the event that: (1) rehabilitation of
the Project has not commenced, to the satisfaction of the City in its sole judgment, within throe
(3) months from Effective Date hereof, or, (2) all certificates of occupancy or certificates of
completion, as appropriate, required for the Project shall not have been issued within twelve (12)
months from the Effective Date hereof, upon demand by the City, the Project Sponsor shall
transfer ownership of and clear title to the Property to the City by warranty deed(s).
6.15 Section 3 Clause. The Project Sponsor shall comply with the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701u):
(A) The work to be performed under this contract is subject to the
requirements of Section 3 of the Housing and Urban Development Act
of 1968, as amended, 12 U.S.C. 1701u (Section 3.) The purpose of
Section 3 is to ensure that employment and other economic
opportunities generated by HUD assistance or HUD -assisted projects
covered by Section 3, shall to the greatest extent feasible, be directed
to low income persons, particularly persons who are recipients of
HUD assistance for housing.
(B)
The parties to this contract agree to comply with HUD's regulations in
24 CFR Part 135, which implement Section 3. As evidenced by their
execution of this contract, the parties to this contract certify that they
are under no contractual or other impediment that would prevent them
from complying with the Part 135 regulations.
(C) The contractor agrees to send to each labor organization or
representative of workers with which the contractor has a collective
bargaining agreement or other understanding, if any, a notice advising
the labor organization or worker's representative of the contractor's
commitments under this Section 3 clause, and will post copies of the
notice in conspicuous places at the work site where both employees
and applicants for training and employment positions can see the
notice. The notice shall describe the Section 3 preference, shall set
forth minimum number and job titles subject to hire, availability of
apprenticeship and training positions, the qualifications for each; and
the name and location of the person(s) taking applications for each of
the positions; and the anticipated date the work shall begin.
(D) The contractor agrees to include this Section 3 clause in every
subcontract subject to compliance with regulations in 24 CFR Part
135, and agrees to take appropriate action, as provided in an applicable
provision of the subcontract or in this Section 3 clause. The contractor
will not subcontract with any subcontractor where the contractor has
notice or knowledge that the subcontractor has been found in violation
of the regulations in 24 CFR Part 135.
(E) The contractor will certify that any vacant employment positions,
including training positions, that are filled (1) after the contractor is
selected but before the contract is executed, and (2) with persons other
than those to whom the regulations of 24 CFR Part 135 require
employment opportunities to be directed, were not filed to circumvent
the contractor's obligations under 24 CFR Part 135.
(F) Noncompliance with HUD's regulations in 24 CFR Part 135 may
result in sanctions, termination of this contract for default, and
debarment or suspension from future HUD assisted contracts.
(G)
With respect to work performed in connection with Section 3 covered
Indian housing assistance, Section 7(b) of the Indian Self -
Determination and Education Assistance Act (25 U.S.C. 450e) also
applies to the work to be performed under this contract. Section 7(b)
requires that to the greatest extent feasible (i) preference and
opportunities for training and employment shall be given to Indians,
and (ii) preference in the award of contracts and subcontracts shall be
given to Indian organizations and Indian -owned Economic
Enterprises. Parties to this contract that are subject to the provisions
of Section 3 and Section 7(b) agree to comply with Section 3 to the
maximum extent feasible, but not in derogation of compliance with
Section 7(b).
6.16 Signaee, Acknowledgement. Publicity. During the Term of this Agreement, the
Project Sponsor shall furnish signage identifying the Project and shall acknowledge the
contribution of the City by incorporating the seal of the City and the names of the City
commissioners and officials in all documents, literature, pamphlets, advertisements, and signage,
permanent or otherwise. All such acknowledgments shall be in a form acceptable to the City, as
provided on Exhibit G.
All publicity and advertisements prepared and released by the Project Sponsor related to
the Project, such as pamphlets and news releases, and all events carried out to publicize the
Project, shall recognize the City as one of the Project's funding sources.
6.17 Costs Incurred By the City. Notwithstanding any other provision of this
Agreement, the Project Sponsor understands and agrees that S 10,000.00 of the HOPWA Funds
was awarded to the Project for, and may be used by the City to cover, costs incurred by the City
on behalf of the Project. Such costs may include, but are not limited to, environmental
advertising costs and recording fees.
6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of
race, color, national origin, sex, religion, age, sexual orientation, marital or family status or
handicap/disability in connection with its performance under this Agreement.
6.19 Evaluation. In order to evaluate the Project Sponsor's performance under this
Agreement and the HOPWA Program. the City shall conduct an operational evaluation from
time to time during the Tern: of this Agreement. The Project Sponsor hereby agrees to fully
cooperate with the City or its designee in connection with any such operational evaluation.
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6.20 Compliance with Safety Precautions. The Project Sponsor shall allow City
inspectors, agents or representatives the ability to monitor its compliance with safety precautions
as required by federal, state or local laws, rules, regulations and ordinances. By performing these
inspections the City, its agents, or representatives are not assuming any liability by virtue of such
laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the
City, its agents, or representatives for the occurrence, non-occurrence or result of such
inspection(s).
Simultaneously with the submission of its first draw request to the City, the Project
Sponsor shall contact the City's Risk Management Department Safety Unit in writing to
coordinate such inspection(s).
The Project Sponsor shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services
funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the
basis of disability) and all applicable regulations, guidelines and standards. Additionally, the
Project Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of
disabled persons.
6.21 Additional Compliance Requirements. The Project Sponsor shall comply at all
times with all applicable HOPVVA Requirements including, but not limited to, those affecting the
ownership, use, construction, lease and operation of the Project and all other Legal
Requirements.
The Protect Sponsor shall at any time and from time to time upon the request of the City,
at its sole cost and expense, execute, acknowledge and deliver such further notices and ether
documents and perform such other acts as niay.. in the opinion of the City, be necessary.
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desirable or proper to carry our more effectively the purposes of this Agreement and the other
Grant Documents.
ARTICLE VII
DEFAULT
7.1 The happening of any one or more of the following events shall constitute an
(a) Use of any of the Project units for other than rental housing for Low
Tnrome Individuals living \V'`'
(b)
Covenant or
inc
TT1C
of a ma,.
"ance Period.
greement, the
-:•-Bally inaccurate or
esc... --f i t or fraud contained in
any documents submitted in support of this Agreement.
(c) The substantial discontinuance of the rehabilitation of the Project for a
period of fourteen (14) days which discontinuance is, in the sole determination of the
City, without satisfactory cause.
(d) The sale, assignment, pledge, transfer, hypothecation or other disposition
of any proprietary or beneficial interest in the Project Sponsor or the Property, or any
change in operating control of the Project Sponsor which shall require the prior approval
of the City's Housing and Commercial Loan Committee andlor the City Commission, as
appropriate.
(e) In the event that the City determines, in its sole and absolute discretion,
that the rehabilitation of the Project is not being conducted in a good and workmanlike
manner and in accordance with the Scope of Work. or that the Project Sponsor is failing
to comply promptly with any requirement or notice of violation of law issued by or filed
by the City or any department of any governmental authority having jurisdiction over the
Project Sponsor or the Property.
(f) Failure by the Project Sponsor to materially comply with any terrn or
provision of this Agreement or any of the Grant Documents.
(g)
Any change in zoning requirements or zoning classification of the
Property, which in the City's stlle discretion would materially interfere with the
completion of Scope of Work or the ultimate operation of the Project as contemplated
herein.
(h) In the event that the City 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.
(i) In the event that the City 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 any other sponsor of the
Project, or of any individual or entity executing this Agreement, to the City, direct or
contingent, whether now or hereafter due, existing, created or arising.
ARTICLE VIII
REMEDIES
8.1 Upon the occurrence of any Event of Default, the City shall have the absolute
right to refuse to disburse any undisbursed portion oldie Grant.
The City shall provide written notice of the occurrence of an Event of Default to the
Project Sponsor, after which the Project Sponsor shall have sixty (60) days to cure said default
(except for the events described in Article VII (a), (b), (h) and (i) above for which the
aforementioned cure period shall not apply).
If an Event of Default shall continue uncured for a period of sixty (60) consecutive days
following written notice thereof to the Project Sponsor (except for the events described in Article
VII (a), (b), (h) and (i) above for which the aforementioned cure period shall not apply), the City
shall have the absolute right, at its option and election and in its sole discretion to:
(a) Specific Performance. Institute appropriate proceedings to specifically
enforce performance of the terms and conditions of this Agreement;
(b) Recapture of HOPWA Funds. Demand that the Project Sponsor reimburse
the City, and the Project Sponsor shall reimburse the City, for the HOPWA Funds disbursed to
the Project Sponsor pursuant to this Agreement.
(c) Other Remedies. Exercise any other right, privilege or remedy available
to the City as may be provided by applicable law, or in any of the other HOPWA Documents.
It is understood and agreed that the occurrence of an event of default under Article VII
(a), (b), (h) or (i) shall immediately entitle the City to exercise any of the above described
remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure.
The rights and remedies of the City hereunder shall be cumulative and not mutually
exclusive, and the City may resort to any one or more or all of said remedies without exclusion
of any other. No party other than the City, whether the Project Sponsor or a materialman,
laborer, subcontractor or supplier, shall have any interest in the HOPWA Funds withheld
because of a default hereunder, and shall not have an) right to garnish or require or compel that
payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of
them may have.
ARTICLE IX
INDEMNIFICATION
The Project Sponsor shall indemnify and hold the City and its past, present and future
employees and agents harmless from any and all claims, liabilities, losses, and causes of action
which may arise out of the actions, negligence, or omission, in whole or in part, of the Project
Sponsor, its officers, agents, employees, or assignees in the fulfillment of this Agreement. The
Project Sponsor shall pay all claims and losses of any nature in connection therewith, and shall
defend all suits, in the name of the City when applicable, and shall pay all costs and judgments
which may issue thereon.
ARTICLE X
TERMINATION
The Project Sponsor acknowledges that this Agreement may be terminated if the Project
Sponsor materially fails to comply with the terms contained herein.
10.1 Termination Because of Lack of Funds. In the event the City does not receive
from its funding source funds to finance this Agreement, or in the event that the City's funding
source de -obligates the funds allocated to finance this Agreement, the City may terminate this
Agreement upon not less than twenty-four (24) hours prior notice in writing to the Project
Sponsor. Said notice shall be delivered by certified mail, return receipt requested, or by in
person delivery with proof of delivery. The City shall determine, in its sole and absolute
discretion, whether or not funds are available.
10.2 Termination for Breach. The City may terminate this Agreement, in whole or in
part, in the event the City determines, in its sole and absolute discretion, that the Project Sponsor
is not making sufficient progress with regard to the Project (thereby endangering its ultimate
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performance under this Agreement) or is not materially complying with any term or provision of
this Agreement.
The City may terminate this Agreement, in whole or in part, in the event that the City
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.
The City rnav tern - ' 'h: reement, in whole or in part, in the event that the City
,.L. inat there exists an event of' default under and
pursuant to the terms of any other agreement or obligation of any other Project sponsor, or of any
individual or entity executing this Agreement, to the City, direct or contingent, whether now or
hereafter duL, Fisting, created or arising.
10.3 Upon the occurrence of an Event of Default and the expiration of any cure period
(in those circumstances for which a cure period is otherwise provided in this Agreement), and
unless the Project Sponsor's breach is waived by the City in writing, the City 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 City's right to legal or equitable remedies.
ARTICLE XI
SUSPENSION
11.1 The City may, for reasonable cause, suspend the Project Sponsor's authority to
obligate funds under this Agreement or withhold payments to the Project Sponsor, or both,
pending necessary corrective action by the Project Sponsor. Reasonable cause shall be
determined by the City in its sole and absolute discretion and may include:
{a) Ineffective or improper use of the HOPWA Funds by the Project Sponsor;
(b) Failure of the Project Sponsor to materially comply with any term or
provision of this Agreement;
(c) Failure of the Project Sponsor to submit any documents required by this
Agreement; or
(d) The Project Sponsor's submittal of incorrect or incomplete documents.
11.2 The determinations and actions described in paragraph 11.1 above may be applied
to all or any part of the activities funded pursuant to this Agreement.
11.3 The City will notify the Project Sponsor in writing of the type of 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, and the necessary corrective action(s).
ARTICLE XII
MISCELLANEOUS
12.1 Enforcement Methods. As a means of enforcing compliance with the HOPWA
Program, the City may utilize any enforcement measures it deems necessary.
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12.2 Renegotiation or Modification. Modification of provisions of this Agreement
shall be valid only when in writing and signed by the parties hereto. The parties agree to modify
this Agreement if the City determines, in its sole and absolute discretion, that federal, state,
and/or local governmental revisions of any applicable laws or regulations, or increases or
decreases in budget allocations, make changes to this Agreement necessary. The City shall be
the final authority in determining whether or not funds for this Agreement are available due to
federal, state and/or local governmental revisions of any applicable laws or regulations, or
increases or decreases in budget allocations.
12.3 Right to Waive. The City may, for good and sufficient cause, as determined by
the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain
such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in
writing. A waiver shall not be construed to be a modification of this Agreement.
I2.4 Budget and HOPWA Eligibility Activity Title Revisions. Revisions to the
Budget shall be made in writing, and approved in writing by the City; however, such revisions
shall not necessitate an amendment hereto unless the amount of the Grant to be granted
hereunder is changed, or unless otherwise required by the City.
A revision to the HOPWA eligibility activity titles under which this Agreement's
objectives are classified shall not require an amendment hereto.
12.5 Disputes. In the event an unresolved dispute exists between the Project Sponsor
and the City, the City shall refer the issue, including the views of all interested parties and the
recommendation of the City, to the City Manager, his designee, or such other official of the City
who shall be authorized to exercise the authority of the City Manager in this regard ("City
Manager") for determination. The City Manager will issue a determination within thirty (30)
calendar days of receipt of a written request for resolution of the dispute and so advise the City
and the Project Sponsor. In the event additional time is necessary, the City Manager will notify
the interested parties within the thirty (30) day period that additional time is necessary. The
Project Sponsor agrees that the City Manager's determination shall be final and binding on all
parties, subject only to judicial review.
12.6 Headinss. The article and paragraph headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.
12.7 Proceedings. The Agreement shall be construed in accordance with the laws of
the State of Florida and any proceedings arising between the parties in any manner pertaining or
relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County,
Florida.
12.8 Notices and Contact. All notices under this Agreement shall be in writing and
addressed as follows:
To City:
With Copy To:
To Project Sponsor:
City of Miami
Department of Community Development
444 Southwest 2nd Avenue, Suite 239
Miami, Florida 33130
ATTN: Barbara Rodriguez, Director
City Attorney's Office
444 Southwest 2nd Avenue, Suite 945
Miami, Florida 33130
ATTN: Ilene Tennchin, Esquire
Movers, Inc.
6112 N.W. 7 Avenue
Miami, FL 33127
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Except as otherwise provided in this Agreement, notice shall be deemed given upon hand
delivery or five (5) business days after depositing the same with the U.S. Postal Service. The
address or designated representative of the parties may be changed by notice given in accordance
with this section.
12.9 Conflicts with Applicable Laws. If any provision of this Agreement conflicts
with any applicable law or regulation, only the conflicting provision shall be deemed by the
parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the
provision to be consistent with the law or regulation. However, the obligations under this
Agreement, as modified, shall continue and all other provisions of this Agreement shall remain
in full force and effect.
12.10 Entire Agreement. This Agreement and its Exhibits described as follows contain
all the terms and conditions of the Agreement between the parties:
Exhibit A Scope of Work /Project Schedule
Exhibit B Legal Descriptions
Exhibit C Budget
Exhibit D Form of Disbursement Agreement for HOPWA Funds
Exhibit E Affirmative Marketing Procedures and Responsibilities
Exhibit F Form of Declaration of Restrictive Covenants
Exhibit G Form of Rent Regulatory Agreement
Exhibit H Additional Insurance Requirements
12.11 Waiver of Jury Trial. Neither the Project Sponsor nor its subcontractor(s), nor
any other person liable for the responsibilities, obligations, services and representations herein,
nor any assignee, successor, heir or personal representative of the Project Sponsor, its
subcontractors or any other person or entity shall seek a jury trial in any lawsuit, proceeding,
counterclaim or any other Iitigation procedure based upon or arising out of this Agreement, or
the dealings or the relationship between or among such persons or entities, or any of them.
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Neither the Project Sponsor nor its subcontractors, nor any other person or entity will seek to
consolidate any such action in which a jury trial has been waived with any other action. The
provisions of this paragraph have been fully discussed by the parties hereto, and the provisions
hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner
agreed with or represented to any other party that the provisions of this paragraph will not be
fully enforced in all instances.
IN \WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their undersigned officials as duly authorized, as of the 3 day of
L V V
ATTEST:
Print Name: '% r1'".�f'
Print Name: �.
ATTEST:
Priscilla A. Thom on
City Clerk
Approved As To Insurance
Requirements:
Dania F. Carilio
RiskManagement .Administrator
PROJECT SPONSOR:
Movers, Inc., a Florida not -for -profit corporation
By: C"==�
Carolyn Mathis, Interim Director
Date:
City of Miami, a m torpor
of the •>`ti of Flo ida
By
Joeiola, City Manager
SEP 2 8 rr
Date:
Approved As To Form and
Corr- _: ss:
Jorge . F 3andez
Ci • tto ney
1T-Movers Life Quest 110PWA Azrccnien1-09-27-04; 05-20-05: 06-2;-05