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HomeMy WebLinkAboutExhibit 2CITY OF MIAMI, FLORIDA COMMUNITY DEVELOPMENT BLOCK GRANT HOUSING PROGRAM MANAGEMENT SUPPORT AGREEMENT 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 a Florida non-profit corporation (hereinafter referred to as the "SUBRECIPIENT"). FUNDING SOURCE: AMOUNT: TERM OF THE AGREEMENT: IDISNUMBER: SCI NUMBER: ADDRESS: Community Development Block Grant Funds $100,000.00 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and 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 Exhibit B Exhibit C Corporate Resolution Authorizing Execution of this Agreement. Work Program Budget Summary Exhibit D Certification Regarding Lobbying Form. kcs:Document Shell Agreement -Draft 1 Exhibit E Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form). Exhibit F Crime Entity Affidavit 1.2 DEFINED TERMS. As used herein the following terms shall mean: Act or 24 CFR 570 Title I of the Housing and Community Development Act of 1974, as amended. 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 SUBRECIPIENT or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. CDBG Program: Community Development Block Grant Program. CDBG Requirements: The requirements contained in 24 CFR Part 570, Rule 9I of the Florida Administrative Code and as established by the City of Miami, Florida. Department: The City of Miami Department of Community Development. Federal Award: Any federal funds received by the SUBRECIPIENT from any source during the period of time in which the SUBRECIPIENT is performing the obligations set forth in this Agreement. Low- and -Moderate- Income A member of a low- or moderate -income family kcs:Document Shell Agreement -Draft 1 Person: whose income is within specific income levels set forth by U.S. HUD. U.S. HUD or HUD: The United States Department of Housing and Urban Development. Environmental Clearance: A HUD release of Grant Conditions or a confirmation of exempt status obtained for the commencement of project construction/rehabilitation. ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on filed with the Department prior to the CITY' S execution of this Agreement: 2.1 The Work Program submitted by the SUBRECIPIENT to the CITY which shall become attached hereto as Exhibit B to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities to be carried out by the SUBRECIPIENT. It should specifically describe the activities to be carried out as a result of the expenditure of CDBG Funds. Where appropriate it should list measurable objectives, define the who, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be served. 2.1.2 The schedule of activities and measurable objectives plays an essential role in the grant management system. The schedule should provide projected milestones and deadlines for the accomplishment of tasks in carrying out the Work Program. These projected milestones and deadlines kcs:Document Shell Agreement -Draft 1 are a basis for measuring actual progress during the term of this Agreement. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the SUBRECIPIENT under this Agreement. 2.2 The Budget Summary attached hereto as Exhibit C, which shall include: completion of the SUBRECIPIENT' S Itemized Budget, Budget Narrative, Cost Allocation and Staff Salaries Schedule. 2.3 A list of the SUBRECIPIENT'S present officers and members of the Board (names, addresses and telephone numbers). 2.4 A list of key staff persons (with their titles) who will carry out the Work Program. 2.5 Completion of an Authorized Representative Statement. 2.6 Completion of a Statement of Accounting System. 2.7 Total Actual and Projected Funds Disclosure. 2.8 A copy of the SUBRECIPIENT' S corporate personnel policies and procedures. 2.9 Job description and resumes for all positions funded in whole or in part under this Agreement. 2.10 Copy of the SUBRECIPIENT'S last federal income tax return (IRS Form 990). 2.11 The following corporate documents: (i) Bylaws, resolutions and incumbency certificates for the SUBRECIPIENT, certified by the SUBRECIPIENT'S Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY. 2.12 ADA Certification kcs:Document Shell Agreement -Draft 1 2.13 Drug Free Certification 2.14 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: This Agreement shall begin on March 1, 2010 through March 1, 2011 3.3 OBLIGATIONS OF SUBRECIPIENT: The SUBRECIPIENT shall carry out the services and activities as prescribed in its Work Program, which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and satisfactory to the CITY, and in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the CITY. 3.4 POLICIES AND PROCEDURES MANUAL: The SUBRECIPIENT is aware of and accepts the "Policies and Procedures Manual for Community Development Block Grant Sub -recipients" as the official document which outlines the fiscal, administrative and federal guidelines which shall regulate the day-to-day operations of the SUBRECIPIENT. The "Policies and kcs:Document Shell Agreement -Draft 1 Procedures Manual for Community Development Block Grant Subrecipients" is incorporated herein and made a part of this Agreement. 3.5 LEVEL OF SERVICE: Should start-up time for the Work Program be required or in the event of the occurrence of any delays in the activities thereunder, the SUBRECIPIENT shall immediately notify the Department in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the SUBRECIPIENT shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. ARTICLE IV CDBG FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 COMPENSATION A. The CITY shall pay the SUBRECIPIENT, as maximum compensation for the services required pursuant to this Agreement the sum of $100,000. B. During the term hereof and for a period of five (5) years following the date of the last payment made hereunder, the CITY shall have the right to kcs:Document Shell Agreement -Draft 1 review and audit the time records and related records of the SUBRECIPIENT pertaining to any payments by the CITY. C. All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved program line -item Itemized Budget for each home being rehabilitated. No reimbursements for expenditures shall be approved prior to CITY having obtained an Environmental Clearance for work performed, and has income certified the household being assisted in compliance with 24 CFR 570. Each written request for payment/reimbursement shall contain a statement declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of each request shall be subject to approval by the CITY at the time the request is made and all invoices are required to be paid by the SUBRECIPIENT prior to submission. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by the original invoice with a copy of the check which was used to pay that specific invoice. Within sixty (60) days of submitting each reimbursement request, copies of the canceled checks evidencing the payments by the SUBRECIPIENT for which reimbursement has been requested shall be submitted. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous kcs:Document Shell Agreement -Draft 1 categories shall be accepted as a line -item in the budget. A maximum of five (5) requests for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made sixty (60) days prior to the end of the term of the Agreement. D. Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred. Failure to comply with these time frames for requesting reimbursement/payment may result in the rejection of those invoices within the reimbursement package which do not meet these requirements. E. The SUBRECIPIENT must submit the final request for payment to the CITY within thirty (30) calendar days following the expiration date or termination date of this Agreement. If the SUBRECIPIENT fails to comply with this requirement, the SUBRECIPIENT shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. F. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the SUBRECIPIENT as a part of this Agreement and any modifications thereto. 4.2 BONDING AND INSURANCE: At all times during the term hereof, the SUBRECIP I I- NT shall maintain insurance and bonding coverage (if applicable) acceptable to the CITY. Prior to commencing any activity under this Agreement, the SUBRECIPIENT shall furnish to the CITY original kcs:Document Shell Agreement -Draft 1 certificates of insurance and bonding indicating that the SUBRECIPIENT is in compliance with the provisions of this Article. 4.2.1 The SUBRECIPIENT shall provide the following coverage: and Non - coverage. (i) Commercial General Liability- affording coverage for bodily injury, including death, and property damage, with limits of at least $300,000.00 per occurrence, $600,000 policy aggregate and protecting against premises and operations liability, products and completed operations, contingent and contractual exposures, personal and advertising liability, and including coverage for explosion, collapse and underground hazards, if applicable, resulting from, or in connection with the scope of work or project. (ii) Automobile Liability- Affording coverage for all Owned, Hired Owned autos with a combined single limit of at least $300,000 and naming the City of Miami as an additional with respect to this (iii) Workers' compensation- insurance as required by the laws of the State of Florida. (iv) Crime Coverage- Affording protection against theft, including forgery and alteration, in connection to the funding received or disbursed under this Agreement, with limits in an amount equal to or greater than the amount of the grant of funds hereunder. The CITY shall be named as Loss Payee. kcs:Document Shell Agreement -Draft 1 4.2.2 CITY of Miami shall appear as an additional insured with respect to general liability and auto and loss payee on the crime. The SUBRECIPIENT shall be required to furnish evidence of any other insurance coverage the CITY may reasonably require during the term of this Agreement. All such policies shall require the insurance carrier to give the CITY at least thirty (30) days prior written notice on material changes, except for non-payment of premium, where ten (10) day notice shall apply. All policies of insurance shall be written by insurance companies satisfactory to the CITY, with a minimum financial rating and strength of (A-) (V), in accordance to AM Best Guidelines, or its equivalent. There shall be no exclusions in such policies that override the CITY' S coverage. 4.2.3 Compliance with the foregoing requirements shall not relieve the SUBRECIPIENT of its liability and obligations under this section or under any other section of this Agreement 4.3 FINANCIAL ACCOUNTABILITY: The CITY reserves the right to audit the records of the SUBRECIPIENT at any time during the performance of this Agreement and for a period of three (3) years after its expiration/termination. The SUBRECIPIENT agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments kcs:Document Shell Agreement -Draft 1 made to the SUBRECIPIENT are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS: The CITY reserves the right to recapture funds in the event that the SUBRECIPIENT shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE: Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for CDBG Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in regulations. ARTICLE V AUDIT 5.1 As a necessary part of this Agreement, the SUBRECIPIENT shall adhere to the following audit requirements: 5.1.1 If the SUBRECIPIENT 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 Office of Management and Budget (OMB) Circular A-133. The audit shall determine whether the kcs:Document Shell Agreement -Draft 1 financial statements are presented fairly in all material respects in conformity with generally accepted accounting principles. In addition to the above requirements, the auditor shall perform procedures to obtain an understanding of internal controls and perform sufficient testing to ensure compliance with the procedures. Further the auditor shall determine whether the SUBRECIPIENT has complied with laws, regulations and the provisions of this Agreement. A reporting package shall be submitted within the earlier of thirty (30) days after receipt of the auditor' s report(s) or nine (9) months after the end of the audit period. The reporting package will include the certified financial statements and schedule of expenditures of Federal Awards; a summary schedule of prior audit findings; the auditor' s report and the corrective action plan. The auditor's report shall include: a) an opinion (or disclaimer of opinion) as to whether the financial statements are presented fairly in all material respects in conformity with generally accepted principles and an opinion (or disclaimer of opinion) as to whether the schedule of expenditures of Federal Awards is presented fairly in all material respects in relation to the financial statements taken as a whole. b) a report on internal controls related to the financial statements and major programs. This report shall describe the scope of testing of internal controls and the results of the test, and, where applicable, refer to the separate schedule of findings and questioned costs. kcs:Document Shell Agreement -Draft 1 c) a report on compliance with laws, regulations, and the provisions of contracts and/or this Agreement, noncompliance with which could have a material effect on the financial statements. This report shall also include an opinion (or disclaimer of opinion) as to whether the SUBRECIPIENT complied with the laws, regulations, and the provisions of contracts and this Agreement which could have a direct and material effect on the program and, where applicable, refer to the separate schedule of findings and questioned costs. d) a schedule of findings and questioned cost which shall include the requirements of OMB Circular A-133. 5.1.2 If the SUBRECIPIENT 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 SUBRECIPIENT to have a limited scope audit for monitoring purposes. These limited scope audits will be paid for and arranged by the CITY and address 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 kcs:Document Shell Agreement -Draft 1 shall be related to the universe and the number of cases examined and quantified in terms of dollar value. ARTICLE VI RECORDS AND REPORTS 6.1 The SUBRECIPIENT shall establish and maintain sufficient records to enable the CITY to determine whether the SUBRECIPIENT has met the requirements of the CDBG Program. At a minimum, the following records shall be maintained by the SUBRECIPIENT: 6.1.1 Records providing a full description of each activity assisted (or being assisted) with CDBG Funds, including its location (if the activity has a geographical locus), the amount of CDBG Funds budgeted, obligated and expended for the activity, and the specific provision in 24 CFR Subpart C of the CDBG Program regulations under which the activity is eligible. 6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the SUBRECIPIENT may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low- and moderate -income person" and "low- and moderate -income household" as set forth in 24 CFR 570.3; or the SUBRECIPIENT may substitute a copy of a verifiable certification from the assisted person that his or her family kcs:Document Shell Agreement -Draft 1 income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or, the SUBRECIPIENT may substitute a notice that the assisted person is a referral from any governmental agency that determines persons to be "low- and moderate -income persons" based upon HUD's criteria and agrees to maintain documentation supporting those determinations. Such records shall include the following information: (i) For each activity determined to benefit low- and moderate -income persons, the income limits applied and the point in time when the benefit was determined. (ii) For each activity determined to benefit low- and moderate -income persons based on the area served by the activity: (a) The boundaries of the service area; (b) The income characteristics of families and unrelated individuals in the service area; and (c) If the percent of Low- and Moderate -Income Persons (GLOBAL CHANGE) in the service area is less than fifty- one percent (51%), data showing that the area qualifies under the exception criteria set forth in 24 CFR 570.208(a)(1)(ii); (iii) For each activity determined to benefit low- and moderate -income persons because the activity involves a facility or service designed kcs:Document Shell Agreement -Draft 1 for use by a limited clientele consisting exclusively or predominantly of low- and moderate -income persons: (a) Documentation establishing that the facility or service is designed for and used by senior citizens, disabled persons, battered spouses, abused children, the homeless, illiterate persons, or migrant farm workers, for which the regulations provide presumptive benefit to low- and moderate -income persons; or (b) Documentation describing how the nature and, if applicable, the location of the facility or service establishes that it is used predominantly by low- and moderate -income persons; or (c) Data showing the size and annual income of the family of each person receiving the benefit. 6.1.3 Equal Opportunity Records containing: (i) Data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG Funds. Such information shall be used only as a basis for further investigation relating to compliance with any requirement to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. kcs:Document Shell Agreement -Draft 1 (ii) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements Section 3 of the Housing and Urban Development Act of 1968, as amended (12 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 listed in 24 CFR 570.502. Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. 6.1.5 SUBRECIPIENT shall submit monthly reports by the tenth (loth) day of the month informing the CITY of the work completed the previous month. SUBRECIPIENT shall submit these reports on forms prescribed by the CITY. 6.2 RETENTION AND ACCESSIBILITY OF RECORDS: 6.2.1 The Department shall have the authority to review the SUBRECIPIENT' S records, including Project and programmatic records and books of account, for a period of three (3) years from the expiration/termination of this Agreement (the "Retention Period"). All books of account and supporting documentation shall be kept by the SUBRECIPIENT at least until the expiration of the Retention Period. The SUBRECIPIENT shall maintain records sufficient to meet the requirements of 24 CFR 570. All records and reports required herein shall be retained and made accessible as provided thereunder. The SUBRECIPIENT further agrees to abide by Chapter 119, Florida Statutes, kcs:Document Shell Agreement -Draft 1 as the same may be amended from time to time, pertaining to public records. The SUBRECIPIENT shall ensure that the Agreement Records shall be at all times subject to and available for full access and review, inspection and audit by the CITY, federal personnel and any other personnel duly authorized by the CITY. 6.2.2 The SUBRECIPIENT shall include in all the Department approved subcontracts used to engage subcontractors to carry out any eligible substantive project or programmatic activities, as such activities are described in this Agreement and defined by the Department, each of the 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 SUBRECIPIENT has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities pursuant to the project, the activities and/or the Work Program or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Department fully, completely and finally resolved. kcs:Document Shell Agreement -Draft 1 6.2.4 The SUBRECIPIENT shall notify the Department in writing both during the pendency of this Agreement and after its expiration/termination as part of the final closeout procedure, of the address where all Agreement Records will be retained. 6.2.5 The SUBRECIPIENT shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one year after the expiration of the Retention Period. 6.3 PROVISION OF RECORDS: 6.3.1 At any time upon request by the Department, the SUBRECIPIENT shall provide all Agreement Records to the Department. The requested Agreement Records shall become the property of the Department without restriction, reservation, or limitation on their use. The Department shall have unlimited rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These rights include the right of royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the Work Program for public purposes. 6.3.2 If the SUBRECIPIENT receives funds from, or is under regulatory control of other governmental agencies, and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the SUBRECIPIENT shall provide a copy of each such report and any follow- up communications and reports to the Department immediately upon such kcs:Document Shell Agreement -Draft 1 issuance, unless such disclosure would be prohibited by any such issuing agency. 6.4 MONITORING: The SUBRECIPIENT shall permit the Department and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of the SUBRECIPIENT which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the SUBRECIPIENT. Following such inspection or interviews, the Department will deliver to the SUBRECIPIENT a report of its findings. The SUBRECIPIENT will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Department with a reasonable justification for not correcting the same. The Department will determine in its sole and absolute discretion whether or not the SUBRECIPIENT' S justification is acceptable. At the request of the CITY, the SUBRECIPIENT shall transmit to the CITY written statements of the SUBRECIPIENT's official policies on specified issues relating to the SUBRECIPIENT's activities. The CITY will carry out monitoring and evaluation activities, including visits and observations by CITY staff; the SUBRECIPIENT shall ensure the cooperation of its employees and its Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute cause for the CITY to terminate this Agreement. 6.5 RELATED PARTIES: kcs:Document Shell Agreement -Draft 1 The SUBRECIPIENT shall report to the Department the name, purpose for and any and all other relevant information in connection with any related -party transaction. The term "related -party transaction" includes, but is not limited to, a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping Board of Directors and an organization for which the SUBRECIPIENT is responsible for appointing memberships. The SUBRECIPIENT shall report this information to the Department upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the Department. ARTICLE VII OTHER CDBG PROGRAM REQUIREMENTS 7.1 The SUBRECIPIENT shall maintain current documentation that its activities are CDBG eligible in accordance with 24 CFR Part 570.201. 7.2 The SUBRECIPIENT shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity which provides benefit to low and moderate -income persons. 7.3 The SUBRECIPIENT shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. 7.4 The SUBRECIPIENT shall cooperate with the Department in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the SUBRECIPIENT shall attend meetings of the appropriate kcs:Document Shell Agreement -Draft 1 committees and citizen participation structures upon the request of the citizen participation officers or the Department. 7.5 The SUBRECIPIENT shall, to the greatest possible, give low -and -moderate - income residents of the service areas opportunities for training and employment. 7.6 SUBRECIPIENT shall use the funds to carry out commercial rehabilitation activities eligible under 570.202(a)(3), and to provide technical assistance to private for - profit businesses, eligible under 570.203 (b) Attachments 1.2(a) and 1.2(b). No other activities will be funded under this Agreement, unless the Work Program is amended in writing by mutual agreement. 7.7 SUBRECIPIENT shall carry out its Work Program in compliance with all Federal laws and regulations, described in Subpart K of the CDBG Program regulation (24 CFR 570.600-612), which by this reference, is incorporated into and made a part of this Agreement. 7.8 SUBRECIPIENT shall not assume the CITY's environmental responsibilities described in 24 CFR 570.604, of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372. 7.9 NON-DISCRIMINATION: The SUBRECIPIENT shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status or handicap in connection with the activities and/or the Work Program or its performance under this Agreement. Furthermore, the SUBRECIPIENT agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status or handicap, be excluded from the participation in, be denied benefits of, or be kcs:Document Shell Agreement -Draft 1 subjected to discrimination under any program or activity receiving federal financial assistance. 7.10 The SUBRECIPIENT shall carry out its Work Program in compliance with all federal laws and regulations, including those described in Subpart K of the CDBG Program regulations (24 CFR 570.600-612). 7.11 The SUBRECIPIENT shall comply with Davis -Bacon Act wage requirements on all construction, rehabilitation and other labor and work funded by the CITY in excess of $2,000. 7.12 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S. HUD Form 4010 incorporated herein as part of this Agreement. 7.13 UNIFORM ADMINISTRATIVE REQUIREMENTS. The SUBRECIPIENT 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). 7.14 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the SUBRECIPIENT is or was created by a religious organization, the SUBRECIPIENT agrees that all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 570.200(j). In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, as a general rule, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities, as provided in 24 CFR Part 570.200(j). The SUBRECIPIENT shall comply with those requirements and prohibitions when entering into subcontracts. kcs:Document Shell Agreement -Draft 1 7.15 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the SUBRECIPIENT must transfer to the CITY any CDBG Funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of CDBG Funds. 7.16 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) days after the SUBRECIPIENT'S receipt of notice from the CITY (by certified or registered mail) of such violation may, at the option of the CITY, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In addition to the remedies of the CITY set forth herein, if the SUBRECIPIENT materially fails to comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this Agreement. 7.17 The SUBRECIPIENT shall not assume the CITY's environmental responsibilities described at 24 CFR 570.604 of the CDBG Program regulations nor the CITY's responsibility for initiating the review process under Executive Order 12372. ARTICLE VIII PROGRAM INCOME 8.1 Program income means gross income received by the SUBRECIPIENT which has been directly generated from the use of the CDBG Funds. When such income is generated by an activity that is only partially assisted with the CDBG Funds, the income shall be prorated to reflect the percentage of CDBG Funds used. Program income generated by CDBG funded activities shall be used only to undertake those activities specifically approved by the CITY on and for the Work Program. All provisions of this kcs:Document Shell Agreement -Draft 1 Agreement shall apply to such activities. Any program income on hand when this Agreement expires/terminates or received after such expiration/termination shall be paid to the CITY, as required by 24 CFR 570.503(b)(8) of the CDBG Program regulations. The SUBRECIPIENT shall submit to the CITY monthly a Program Income Report and a Work Program Status Report. The Program Income Report shall identify CDBG activities in which income was derived and how income has been utilized. 8.2 REPAYMENTS. Any interest or other return on the investment of the CDBG Funds shall be remitted to the CITY on a monthly basis. Any CDBG Funds funded to the SUBRECIPIENT that do not meet the eligibility requirements, as applicable, must be repaid to the CITY. ARTICLE IX REMEDIES, SUSPENSION, TERMINATION 9.1 REMEDIES FOR NONCOMPLIANCE. The CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the SUBRECIPIENT, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the SUBRECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the SUBRECIPIENT that any payment made in accordance with this Agreement to the SUBRECIPII-NT shall be made only if the SUBRECIPIENT is not in default under the terms of this Agreement. If kcs:Document Shell Agreement -Draft 1 the SUBRECIPIENT is in default, the CITY shall not be obligated and shall not pay to the SUBRECIPIENT any sum whatsoever. If the SUBRECIPIENT materially fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 9.1.1 Temporarily withhold cash payments pending correction of the deficiency by the SUBRECIPIENT, or such more severe enforcement action as the CITY determines is necessary or appropriate. 9.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity or action not in compliance. 9.1.3 Wholly or partly suspend or terminate the current CDBG Funds awarded to the SUBRECIPIENT. 9.1.4 Withhold further CDBG grants and/or loans for the SUBRECIPIENT. 9.1.5 Take all such other remedies that may be legally available. 9.2 SUSPENSION: 9.2.1 The Department may, for reasonable cause temporarily suspend the SUBRECIPIENT' S operations and authority to obligate funds under this Agreement or withhold payments to the SUBRECIPIENT pending necessary corrective action by the SUBRECIPIENT, or both. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include: (i) Ineffective or improper use of the CDBG Funds by the SUBRECIPIENT; kcs:Document Shell Agreement -Draft 1 (ii) Failure by the SUBRECIPIENT to materially comply with any term or provision of this Agreement; (iii) Failure by the SUBRECIPIENT to submit any documents required by this Agreement; or (iv) The SUBRECIPIENT'S submittal of incorrect or incomplete documents. 9.2.2 The Department may at any time suspend the SUBRECIPIENT' S authority to obligate funds, withhold payments, or both. 9.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may be applied to all or any part of the activities funded by this Agreement. 9.2.4 The Department will notify the SUBRECIPIENT in writing of any action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 9.3 TERMINATION: 9.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its funding source, or in the event that the CITY' S funding source de -obligates the funds allocated to fund this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the SUBRECIPIENT. Said notice shall be delivered by certified mail, return receipt requested, or by in person kcs:Document Shell Agreement -Draft 1 delivery with proof of delivery. In the event that the CITY'S funding source reduces the CITY'S entitlement under the CDBG Program, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the SUBRECIPIENT pursuant to this Agreement. 9.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event the Department determines, in its sole and absolute discretion, that the SUBRECIPIENT is not materially complying with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in the event that the Department determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the SUBRECIPIENT to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. 9.3.3 Unless the SUBRECIPIENT'S breach is waived by the Department in writing, the Department may, by written notice to the SUBRECIPIENT, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery 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 kcs:Document Shell Agreement -Draft 1 of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE X MISCELLANEOUS PROVISIONS 10.1 INDEMNIFICATION. The SUBRECIPIENT shall pay and save the CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of the SUBRECIPIENT' S activities related to the Work Program or otherwise under this Agreement, including all acts or omissions to act on the part of the SUBRECIPIENT and/or any persons acting for or on its behalf, and from and against any relevant orders, judgments, or decrees which may be entered against the CITY, and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense or investigation of any such claims or other matters. 10.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 10.3 OWNERSHIP OF DOCUMENTS. All documents developed by the SUBRECIPIENT under this Agreement shall be delivered to the CITY upon completion of the activities required pursuant to this Agreement and shall become the property of the CITY, without restriction or limitation on their use if requested by the CITY. The SUBRECIPIENT agrees that all documents maintained and generated pursuant to this kcs:Document Shell Agreement -Draft 1 Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CITY to the SUBRECIPIENT pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the SUBRECIPIENT for any other purpose whatsoever without the prior written consent of the CITY. 10.4 AWARD OF AGREEMENT. The SUBRECIPIENT warrants that is has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 10.5 NON-DELEGABILITY. The obligations undertaken by the SUBRECIPIENT pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the CITY' S prior written consent which may be granted or withheld in the CITY' S sole discretion. 10.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according to the laws of the State of Florida. 10.7 CONFLICT OF INTEREST. 10.7.1 The SUBRECIPIENT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with CDBG Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The SUBRECIPIENT further covenants that, in the performance of this Agreement, no person having such a conflicting interest shall be employed. kcs:Document Shell Agreement -Draft 1 Any such interest on the part of the SUBRECIPIENT or its employees must be disclosed in writing to the CITY. 10.7.2 The SUBRECIPIENT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Miami -Dade County, Florida (Miami- Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), each as amended, and agrees that it shall comply in all respects with the terms of the same. 10.7.3 Procurement. The SUBRECIPIENT shall comply with the standards contained within OMB Circular No. A-110. 10.7.4 In all other cases, the SUBRECIPIENT shall comply with the standards contained within 24 CFR 570.611. 10.8 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the SUBRECIPIENT agrees and understands that the CITY has no obligation to renew this Agreement. 10.9 ENTIRE AGREEMENT: This instrument and its attachments constitute the only Agreement of the parties hereto relating to the CDBG Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 10.10 GENERAL CONDITIONS. 10.10.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by kcs:Document Shell Agreement -Draft 1 in person delivery or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time, upon notice in writing. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth (5t1) 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 2nd Avenue, 2nd Floor Miami, Florida 33130 SUBRECIPIENT 10.10.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 10.10.3 In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. 10.10.4 No waiver of breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 10.10.5 Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of kcs:Document Shell Agreement -Draft 1 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. 10.11 INDEPENDENT CONTRACTOR. THE SUBRECIPIENT and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of the CITY. 10.12 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 10.13 SUBRECIPIENT CERTIFICATION. The SUBRECIPIENT certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the SUBRECIPIENT' S governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the SUBRECIPIENT to act in connection with this Agreement and to provide such information as may be required. kcs:Document Shell Agreement -Draft 1 10.14 ACKNOWLEDGEMENT. If the amount of this Agreement exceeds $25,000.00, Provider shall furnish signage identifying the program or project and shall acknowledge the contribution of the CITY by incorporating the Seal of the CITY and the names of the officials and administration of the CITY on all documents, literature, pamphlets, advertisements, and signage permanent or otherwise. The acknowledgements shall be in a form acceptable to the City Attorney. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. CITY OF MIAMI, a municipal Corporation of the State of Florida ATTEST: By: Priscilla A. Thompson Tony E. Crapp, Jr. City Clerk City Manager kcs:Document Shell Agreement -Draft 1 ATTEST: SUBRECIPIENT a Florida non-profit corporation By: Donna Fales /Executive Director SEAL APPROVED AS TO APPROVED AS TO FORM AND INSURANCE REQUIREMENTS: CORRECTNESS: Gary Reshefsky, Administrator Risk Management kcs:Document Shell Agreement -Draft 1 Julie O. Bru City Attorney