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HomeMy WebLinkAboutExhibit 2SERVICES AGREEMENT FOR PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 2011 by and between the City of Miami, a municipal corporation of the State of Florida ("City") and , a Florida Corporation ("Provider"). RECITALS: A. The City is in need of a provider to provide assistance in the development of strategic planning activities to most effectively provide housing assistance and housing related services to low income individuals living with HIV/AIDS; provide support in connection with the HIV/AIDS Partnership and Housing Committee; and provide technical assistance to the City and project sponsors ("Services"). B. Provider possesses all necessary qualifications, expertise and experience to perform the Services. C. The City wishes to engage the services of Provider, and Provider wishes to perform the services for the City. D. The Commission of the City of Miami, by Resolution No._- , adopted on , 2011, authorized the City Manager to execute a contract with Provider to provide technical support services for the City of Miami's Housing Opportunities for People With Aids ("HOPWA") Program in the amount of $ NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: 1 TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The end date of this agreement shall be March 31, 2012. 3. EFFECTIVE DATE: The Effective Date of this Agreement shall be the latter of April 1, 2011 or the date on which the City Clerk attests the signature of the City Manager. 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services, commencing April 1, 2011 and as specifically described, and subject to the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Attachment "A". 5. COMPENSATION: A. The amount of compensation payable by the City to Provider shall be based on the rates and schedules described in Attachment "B" hereto, which by this reference is incorporated into this Agreement, provided, however, that in no event shall the amount of compensation exceed $ 2 B. Unless otherwise specifically provided in Attachment "B", payment shall be made within thirty (30) days after receipt of Provider's invoice, which shall contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If Provider is entitled to reimbursement of travel expenses (i.e. Attachment `B" includes travel expenses as a specific item of compensation), then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable times, and for a period of up to five (5) years following the date of final payment by the City to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of five (5) years after final payment is made under this Agreement. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof, if applicable. Provider shall make available to the City all reasonable facilities and 3 assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18- 55.2 of the Code of the City of Miami, Florida, as it may be amended or supplemented, from time to time. 8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company 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 any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 11. INDEMNIFICATION: Provider shall indemnify, defend, covenant not to sue, and hold harmless the City and its officials, officers, employees and agents (collectively referred to 4 as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non- performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. Provider understands and agrees that termination of this 5 Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re - procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for resolution, prior to Provider being entitled to seek judicial relief in connection therewith. 14. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 15. INSURANCE: At all times during the term hereof, the Provider shall maintain insurance acceptable to the City. Prior to commencing any activity under this Agreement, the 6 Provider shall furnish to the City original certificates of insurance indicating that the Provider is in compliance with the provisions described in Exhibit "C" attached hereto, which by this reference is incorporated into this Agreement. 16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City's, which may be withheld or conditioned, in the City's sole discretion. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. 7 TO PROVIDER: TO THE CITY: Tony E. Crapp, Jr. City Manager 3500 Pan American Drive Miami, FL 33133 AND Julie O. Bru City Attorney Office of the City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 19. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or 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. D. 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, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 8 E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 23. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each 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. 9 24. COUNTERPARTS: This Agreement may be executed in three (3) counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 25. WAIVER OF JURY TRIAL. Neither the SUB -RECIPIENT, nor any assignee, successor, heir or personal representative of the SUB -RECIPIENT, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the SUB -RECIPIENT, 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. No 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. 10 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Name A Florida corporation By: Print Name: Title: Corporate Secretary Date Signature Title SEAL CITY OF MIAMI, a municipal ATTEST: corporation Priscilla Thompson By: Date Date Tony E. Crapp, Jr. Date City Clerk City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru Date LeeAnn Brehm Date City Attorney Risk Management 11 ATTACHMENT A SCOPE OF SERVICES Technical Support Services Work Scope FY 2011-2012 HOPWA Program President CompanyName Date 12 ATTACHMENT B COMPENSATION AND PAYMENT SCHEDULE A. The maximum compensation under this Agreement shall be $ B. All payments shall be for services provided only during the term of this Agreement, and in compliance with the previously approved Work Program (EXHIBIT A) and Program Budget. Each written request for payment shall contain a statement declaring and affirming that services were provided accurately and for certified program participants and in accordance with the approved Scope of Work and Program Budget. All documentation in support of each request shall be subject to review and approval by the CITY at the time the request is made. C. During the term hereof and for a period of five (5) years following the date of the payment made hereunder, the CITY shall have the right to review and audit the related records of the Provider pertaining to any payments by the CITY. D. The Provider must submit the request for final payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement in a form provided by the Department. If the Provider fails to comply with this requirement, the Provider shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. E. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the Provider as a part of this Agreement and any modifications thereto. President Name Date 13 CITY OF MIAMI, FLORIDA HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS GRANT (HOPWA) AGREEMENT HOUSING SPECIALIST AND INSPECTION SERVICES FOR THE LONG TERM TENANT BASED RENTAL ASSISTANCE PROGRAM This Agreement (hereinafter the "Agreement") is entered into this day of , 2011 between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "City"), and «Program_Agency» , a Florida not for profit corporation, (hereinafter referred to as the "PROJECT SPONSOR"). FUNDING SOURCE: HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS ("HOPWA") CONTRACT AMOUNT: $ .00 TERM OF THE AGREEMENT: Effective date of this Agreement shall be the latter of April 1, 2011 or the date that the City Clerk attest the signature of the City Manager through March 31, 2012. PROJECT 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 1 WHEREAS, 24 CFR 574, 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 the PROJECT SPONSOR for the provision of HOPWA assistance 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 2 Exhibit C Compensation and 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 Exhibit G Insurance Requirements 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. 3 Low to Moderate Income PMSA U.S. HUD or HUD Work Program Households whose gross income do not exceed 80% of the area median income for the PMSA, as determined by HUD, as of a specific effective date. Primary Metropolitan Statistical Area (all of Miami -Dade County). The United States Department of Housing and Urban Development. 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 "B" to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities to be carried out by the 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 play 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 4 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 Compensation and Budget Summary attached hereto as Exhibit "C", which shall include: completion of the PROJECT SPONSOR's Itemized Budget, Budget Narrative, Salary Forecast, Cost Allocation, 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. 5 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. 2.12 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. 6 2.16 All other documents reasonably required by the City. ARTICLE III TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on behalf of the City in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 EFFECTIVE DATE AND TERM. Effective date of this Agreement shall be the latter of April 1, 2011 or the date that the City Clerk attest the signature of the City Manager through March 31, 2012. 3.3 OBLIGATIONS OF PROJECT SPONSOR. The PROJECT SPONSOR shall carry out the services and activities as prescribed in its Work Program in accordance with the written policies, procedures, and requirements as prescribed in this Agreement and as set forth by HUD and the City, and the Work Program is incorporated herein and made a part of this Agreement. 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 7 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. 3.6 MANUALS. The PROJECT SPONSOR is aware of and accepts the City of Miami HOPWA Policies and Procedures Manual ("HOPWA Manual") as the official document which outlines the fiscal, administrative and federal guidelines which shall regulate the day-to-day operations of the PROJECT SPONSOR. The HOPWA Manual is incorporated herein and made a part of this Agreement. The City of Miami reserves the right to update this HOPWA Manual via Program 8 Directives. These directives and updated versions of this HOPWA Manual shall be incorporated and made a part of this Agreement. ARTICLE IV FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 COMPENSATION. The amount of compensation payable by the City to the PROJECT SPONSOR shall be pursuant to the rates, schedules and conditions described in Exhibit "C" attached hereto, which and incorporated into this Agreement. 4.2 INSURANCE. At all times during the term hereof, the PROJECT SPONSOR shall maintain insurance acceptable to the City. Prior to commencing any activity under this Agreement, the PROJECT SPONSOR shall furnish to the City original certificates of insurance indicating that the PROJECT SPONSOR is in compliance with the provisions described in Exhibit "G" attached hereto, which by this reference is incorporated into this Agreement. 4.3 FINANCIAL ACCOUNTABILITY. The City reserves the right to audit the records of the PROJECT SPONSOR at any time during the performance of this Agreement and for a period of five 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 invoice which are found by the City, on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the PROJECT SPONSOR are subject to reduction for overpayments on previously submitted invoices. 9 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 or local HUD interpretations of regulations and directives. 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 $500,000.00 or more in the fiscal year it shall have a single audit or program specific audit conducted for that year. The audit shall be conducted in accordance with Generally Accepted Government Auditing Standards (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 10 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: (1) 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. (2) 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. (3) 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 11 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. (4) 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 $500,000 in the fiscal year it is exempted from Federal audit requirements for that year and consequently the audit cost is not a reimbursable expense. The City, however, may request the 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. 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. 12 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 client meet eligibility criteria set forth in the HOPWA Manual and that such information is provided in the form required in same. 6.1.3 Equal Opportunity Records containing: (a) 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. (b) Documentation of actions undertaken to meet the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 13 U.S.C. 1701U) relative to the hiring and training of low and moderate income persons and the use of local businesses. 6.1.4 Financial records, in accordance with the applicable 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 shall have the authority to review the PROJECT SPONSOR's records, including project and programmatic records and books of account, for a period of five (5) 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, as may be limited by 24 CFR 574.440 pertaining to the confidentiality of program participants. 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 14 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 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 term 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 (1) 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 15 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. 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 16 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 responsible for appointing memberships. The PROJECT SPONSOR shall report this information to the Department upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the Department. ARTICLE VII OTHER 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. 17 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 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. 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, sexual orientation 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. 18 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. 7.11 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the PROJECT SPONSOR must transfer to the City any unused HOPWA funds at the time of expiration/termination and any accounts receivable attributable to the use of HOPWA funds. Notwithstanding any other provision of this Agreement, if the PROJECT SPONSOR materially fails to comply with any term of this Agreement, the PROJECT SPONSOR, at the sole discretion of the City, shall pay to the City an amount equal to the current market value of any real property, under the PROJECT SPONSOR' s control, acquired or improved in whole or in part with HOPWA Funds (including HOPWA Funds provided to the PROJECT SPONSOR in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non- 19 HOPWA funds for the acquisition of, or improvement to, the property. The payment is program income to the City. 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: Identify the full, correct, and legal name of all parties; Describe the activities to be performed; Present a complete and accurate breakdown of its price components; Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement. 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; 20 (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. 21 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 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. 22 (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 have family, business, or other ties. (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 local) 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. 24 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 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. 25 10.1.3 Wholly or partially 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 SPONSOR. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include but are not limited to: (a) Ineffective or improper use of the HOPWA funds by the PROJECT SPONSOR; (b) Failure by the PROJECT SPONSOR to materially comply with any term or provision of this Agreement; (c) Failure by the PROJECT SPONSOR to submit any documents required by this Agreement; or (d) 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. 26 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 funds allocated to fund this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the 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 SPONSOR is materially non -compliant 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 27 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 Tess 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. 28 ARTICLE XI MISCELLANEOUS PROVISIONS 11.1 INDEMNIFICATION. The PROJECT SPONSOR shall covenant not to sue the City and hold the City, its officers or official, 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. 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 29 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 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. 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 granted 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. 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 pursuant to 24 CFR 570.611. 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. 30 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), Miami -Dade County, Florida (Miami -Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), as amended, 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 24 CFR Part 84 (the revised OMB Circular No. A-110). 11.7.4 In all other cases, the PROJECT SPONSOR shall comply with the standards contained within 24 CFR 574.625. 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 31 mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI George Mensah, Director Department of Community Development 444 Southwest 2"d Avenue, 2"d Floor Miami, Florida 33130 PROJECT SPONSOR 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. 32 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. 11.13 WAIVER OF JURY TRIAL. Neither the PROJECT SPONSOR, nor any assignee, successor, heir or personal representative of the PROJECT SPONSOR, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the PROJECT SPONSOR, 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. No 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. 33 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. ATTEST: Name: Title Date PROJECT SPONSOR: Name «Mailing_Address» «City_», «State» «Zip_Code» a Florida not -for -profit corporation By: Name: Title: CORPORATE SEAL: Date ATTEST: CITY OF MIAMI, a municipal Corporation of the State of Florida By: By: Priscilla A. Thompson Date Tony E. Crapp, Jr. Date City Clerk City Manager APPROVED AS TO APPROVED AS TO FORM AND INSURANCE REQUIREMENTS: CORRECTNESS: LeeAnn Brehm Date Julie 0. Bru Risk Management City Attorney 34 Date EXHIBIT B — WORK PROGRAM HOUSING SPECIALIST AND INSPECTION SERVICES FOR THE LONG TERM TENANT BASED RENTAL ASSISTANCE PROGRAM The responsibilities described herein are more specifically described in, and governed by, the City of Miami Housing Opportunities for Persons with AIDS ("HOPWA ") Policies and Procedures Manual and HOPWA Program Directives (incorporated herein by reference and jointly referred to herein as the HOPWA Policies and Procedures Manual). I. Housing Specialist Services: o The PROJECT SPONSOR will provide Housing Specialist Services and Inspection Services in support of the HOPWA Long -Term Tenant Based Rental Assistance ("LTRA") Program to up to LTRA clients assigned by the City of Miami Department of Community Development. Said services shall be performed in strict accordance with policies and procedures set forth in the HOPWA Policies and Procedures Manual and shall include, but not be limited to, the following: o Certify applicants for participation in the HOPWA long-term rental assistance program. Certification includes making income verifications and eligibility determinations and computing utility allowances, tenant rent and housing assistance. o Conduct annual, special and move re -certifications for assigned clients within the timeframes specified in the HOPWA Policies and Procedures Manual. o Explain program rules and expectations, client's obligations and rights under the program, including grievance process. o Assist clients in identifying suitable housing and negotiating rental agreements, including review of tenant -landlord leases for compliance with federal, state and local laws, and verification of property ownership. o Once units are selected, be available to meet with owners to review program paperwork and secure owner's written agreement to participate in program. • Prepare and submit initial, annual and special re -certification packages to the City in the form and within the timeframes specified in the HOPWA Policies and Procedures Manual. • Submit Financial Action Requests to make adjustments to program assistance payments, institute abatements or hold payments, terminate assistance and/or make changes to landlord information within the timeframes specified in the HOPWA Policies and Procedures Manual. • Submit an annual report to the City on program activity in a form established by U.S. HUD and perform any other reporting activity requested by the City. • Maintain current client case notes (typed only). • Assist tenants and landlords in resolution of housing -related issues as appropriate and serve as a liaison between the landlord and the City of Miami HOPWA Program. • Act as liaison between client and case manager to ensure client's continued housing stability and access to necessary services. • Conduct initial housing stability assessment and assist the client in developing housing stability plan based on assessment and Ryan White (or other social service provider) case management plan. • Make monthly contact with client to ensure client occupancy in assisted unit and client's housing stability. • Make quarterly home visit to (1) monitor client's housing stability and condition of housing unit and (2) assist the client in reviewing and updating his or her housing plan. • Coordinate service referrals with the clients' Ryan White and/or PAC Waiver Case Manager. • Perform exit inspections to ensure that deposits are returned when clients move out. • Explain and interpret federal and local HOPWA regulations and rules to interested landlords, realtors and property owners. • Investigate alleged incidents of program rule violation(s) and/or abuse by client or landlord. • Prepare chronology and supporting documentation, and present case in the form of written recommendations for, and grievance hearings to review, continuation or termination of participation in the program in event of program rule violations by either client or landlord. II. Inspection Services • The PROJECT SPONSOR will schedule and complete Annual, Move -In and Complaint Housing Quality Standards ("HQS") Inspections of units either selected for occupancy or currently being occupied by LTRA clients who are assigned to the PROJECT SPONSOR. Said HQS inspection services shall be performed in strict accordance with policies and procedures set forth in the HOPWA Policies and Procedures Manual. • All inspections will be performed by individuals who have received the required certification to satisfy the United States Housing and Urban Development ("U.S. HUD") HQS requirements. PROJECT SPONSOR will submit copies of these Certifications with the contract documents. • PROJECT SPONSOR shall transmit (by mail, facsimile or e-mail) results of inspections to the City, the landlord and the tenant and any other party specified in the HOPWA Policies and Procedures Manual in accordance within the timeframes set forth in the Manual. III. Meetings and Trainings • Participate in any performance oversight activities organized by the City; • Attend City of Miami monthly HOPWA Program meetings and monthly meetings of the Miami -Dade County Housing Committee; • Participate in mandatory trainings conducted or required by the City; and • All program personnel, whose salaries are paid in whole or in part with HOPWA funds, must complete an HIV/AIDS education course and be recertified every two years by a Florida Department of Health -approved HIV/AIDS training provider within sixty (60) days of commencement of the contract period or their hire thereafter. Such staff includes management and administrative staff. CLIENT ASSIGNMENT: PROJECT SPONSOR acknowledges that as clients move to different assisted units, PROJECT SPONSOR will cooperate with the City of Miami in transferring the client files to the City for assignment to another PROJECT SPONSOR servicing the clients' new area. ENVIRONMENTAL CLEARANCE PROJECT SPONSOR shall not commit or spend any grant funds until the City has advised PROJECT SPONSOR that the proposed work program has received environmental clearance to proceed. SIGNED: Project Sponsor: Name: Title: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this Date by , [Title" of [Project Sponsor', a Florida not -for -profit corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification. Print Notary Public's Name Signature (SEAL) EXHIBIT C — COMPENSATION AND BUDGET SUMMARY HOUSING SPECIALIST AND INSPECTION SERVICES FOR THE LONG TERM TENANT BASED RENTAL ASSISTANCE PROGRAM A. The maximum compensation under this Agreement shall be $ B. PROJECT SPONSOR's Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule are attached hereto and made part of this contract. C. All payments shall be for services provided only during the term of this Agreement and in compliance with the previously approved Work Program (EXHIBIT B) and Program Budget. Each written request for payment shall contain a statement declaring and affirming that services were provided accurately and for certified program participants and in accordance with the approved Scope of Work and Program Budget. All documentation in support of each request shall be subject to review and approval by the CITY at the time the request is made. D. PROJECT SPONSOR understands that not more the seven (7%) percent of the administrative expenses can be charged to this program. E. At the time the request is made, all invoices are required to be paid by the PROJECT SPONSOR. All reimbursements must be in line -item form and in accord with this Agreement. All expenditures must be verified with a copy of the original invoice and a copy of a check or other form of payment which was used to pay that specific invoice. Within 60 days of submitting each reimbursement request, copies of the cancelled checks or other City approved documents evidencing the payments by the PROJECT SPONSOR for which reimbursement was requested shall be submitted. In the event that an invoice is paid by various funding sources, the copy of the invoice must indicate the exact amount (allocation) paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line -item budget. F. During the term hereof and for a period of five (5) years following the date of the payment made hereunder, the CITY shall have the right to review and audit the related records of the PROJECT SPONSOR pertaining to any payments by the CITY. G. The PROJECT SPONSOR must submit the request for final payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement in a form provided by the Department. 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. H. 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. Project Sponsor: Name: Title: Date