HomeMy WebLinkAboutExhibit 1Attachment "A"
City 0fMiami 'Department CfCommunity Do\elopm8Ot
Community Development Block Grant
`CDBG)
Economic Development Funding Recommendation FY' 12'2013
Agency
Description odServices
PROJECTED
CDBG Funding
fnrFY2O12-2O13
8Uapo0ohBusiness Development Authouhty.Inc
Assistance toCommercial Fa;ado
$ 120.000
_Technical
Contractors Resources C �—
Center, Inc.| oo�
Technical for -Profit Entities
$ 80.000
FonmAyioyenNan Miyami/Haitian WbmaocJMiami, Inc.
Technical Assistance to Micro -Enterprises
$ 50.000
Neighbors and Neighbors Association, Inc.
Technical Assistance to Miom'Enteqpiueo
* 150.000
Rafael Hernandez Housing &EoonnmioDevelopment Corp.
Technical Assistance toCommercial Fo�ada
$ 60.000
City of Miami ' Department cdCommunity Development
Commercial Foyade/CodoEnforcement Hard Costs
$ 850.000
District Economic Development Reserves
Economic Development ReserveAmmun(
$ 2.357.051
$ 3.857'051
/
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CITY OF MIAMI, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT
ECONOMIC DEVELOPMENT AGREEMENT
THIS Agreement (hereinafter the "Agreement") is entered into this day of
, 2012 between the City of Miami, a municipal corporation of the State of Florida
(hereinafter referred to as the "CITY"), and , a Florida not for profit
corporation (hereinafter refenred to as the "SUBRECIPIENT").
FUNDING SOURCE: Community Development Block Grant Funds
AMOUNT: S
TERM OF THE AGREEMENT: Effective date of this Agreement shall be the latter of April
1. 2012 or the date that the Citv Clerk attest the signature of
the City Manager through March 31. 2013. with the City of
Miami retaining- the option to extend the tenn hereof for a
period not to exceed one (1) year. subject to extension of
Program availability and appropriation of grant funds.
PROJECT NUMBER:
ADDRESS:
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth,
the parties understand and agree as follows:
1.1
ARTICLE I
EXHIBITS AND DEFINITIONS
EXHIBITS: Attached hereto and forming a part of this Agreement are the following Exhibits:
Exhibit A Corporate Resolution Authorizing Execution of this Agreement.
Exhibit B Work Program
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 Aff davit
Exhibit G Insurance Requirements
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:
CDBG Program:
CDBG Requirements:
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,
Community Development Block Grant Program.
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:
Low- and -Moderate- Income
Person:
Any federal funds received by the SUBRECIPIENT
from any source during the period of time in which
the SUBRECIPIENT is perfou iiing the obligations
set forth in this Agreement.
A member of a low- or moderate -income household
whose income is within specific income levels set
forth by U.S. HUD.
U.S. HUD or HUD: The United States Department of Housing and
Urban Development.
ARTICLE 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 SUBRECIPIENT to the CITY which shall become
attached hereto as Exhibit "WI 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.
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
•progress during the term of this Agreement. These items shall be in sufficient
2.1.2
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detail to provide a sound basis for the CITY to effectively monitor performance
by the SUBRECIPIENT under this Agreement.
2.2 The Compensation and Budget Summary attached hereto as Exhibit "C', which shall
include completion of the SUBRECIPIENT's Itemized Budget, Budget Narrative, Salary
Forecast, Cost Allocation and any subcontracts.
2. A list of the SUBRECIPIENT's present officers and members of the Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedures.
2.8 Job description and resumes for all positions funded in whole or in part under this
A greement.
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Folii 990).
2.10 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:
2.11 ADA Certification.
2.12 Drug Free Certification.
2.13 All other documents reasonably required by the CITY.
ARTICLE III
TERMS AND PROCEDURES
i 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 by in this Agreement.
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3.2 EFFECTIVE DATE AND TERM:
Effective Date of this Agreement shall be the latter of April 1, 2012 or the date that the
City Clerk attests the signature of the City Manager through March 31, 2013, with the City of
Miami retaining the option to extend the term hereof for a period not to exceed one (1) year,
subject to extension of Program availability and appropriation of grant funds.
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 MANUALS:
3.4.1 POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of
and accepts the Policies and Procedures Manual for Community Development
Block Grant Sub -recipients ("Policies and Procedures Manual") as the official
document which outlines the fiscal, administrative and federal guidelines which
shall regulate the day-to-day operations of the SUBRECIPIENT. The Policies
and Procedures Manual is incorporated herein and made a part of this Agreement.
The City of Miami reserves the right to update this Policies• and Procedures
Manual via Program Directives. These Program Directives and updated versions
of this Policies and Procedures Manual shall be incorporated and made a part of
this Agreement.
3.4.2 PROGRAM POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT
is aware of and accepts the Program Policies and Procedures Manual ("Manual")
and all amendments thereto, and which shall regulate the perfoiniance of the
activities performed by the SUBRECIPIENT in fulfillment of the Work Program.
The Manual is incorporated herein and made a part of this Agreement. The City
of Miami reserves the right to update this Manual via Program Directives. These
directives and updated versions of the Manual shall be incorporated and made a
part of this Agreement.
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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 SUBRECIFIENT 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:
The amount of compensation payable by the City to the SUBRECIPIENT shall be based
on the rates, schedules and conditions described in Exhibit "C" attached hereto, which by this
reference is incorporated into this Agreement.
4.2 INSURANCE:
At all times during the term hereof, the SUBRECIPIENT shall maintain insurance
acceptable to the CITY. Prior to commencing any activity under this Agreement, the
SUBRECIPIENT shall furnish to the CITY original certificates of insurance indicating that the
SUBRECIPIENT 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 SUBRECIPIENT at any time
during the perfomlance of this Agreement and for a period of five (5) years after its
expiration/termination. The SUBRECIPIENT acrees 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 and at its sole discretion, not to constitute reasonable and necessary
expenditures. Any payments made to the SUBRECIPIENT_ are :subject to _reduction for" "`
overpayments on previously submitted invoices.
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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 S500,000 or more in the fiscal year it shall have
a single audit or program specific audit conducted for that year. The audit shall
be conducted in accordance with Generally Accepted Government Auditing
Standards (GALAS) and OMB Circular A-133. The audit shall determine
whether the financial_ statements are presented fairly in all material respects in
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 plait The. auditor`s report
shall include:
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1. An opinion (or disclaimer of opinion) as to whether the financial statements
are presented fairly in all material respects in confoliuity 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 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.
4, 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 S500,000 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 disallowed; allowable costs/cost principles; eligibility; matching, level of
effort, earmarking; and, reporting.
All reports presented to the CITY shall, where applicable, include sufficient infoihnation
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 y alue::
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 SUBPECIPIENT 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 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
detennines 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..only.actiyities, located m.n.census
blocks with a percentage of low and moderateincorne'persoris in excess of
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51 percent will be undertaken by the SUBRECIPIENT and report it to the
CITY;
(iii) For each activity deteuurined to benefit low- and moderate -income persons
because the activity involves a facility or service designed 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 faun
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.
(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.
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Records required to be maintained in accordance with other applicable laws and
regulations set forth in Subpart K of 24 CFR.
6.2 RETENTION AND ACCESSIBILITY OF RECORDS:
6.2.1 The Department shall have the authority to review the SUBRECIPIENT's
records, including Project and programmatic records and books of account, for a
period of five (5) years from the expiration/teiiiiination 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, 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
prograinrnatic -activities. as 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 terns 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. -
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6.2.4 The SUBRECIPIENT 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 al] 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 (1) year after the expiration of
the Retention Period.
6.3 PROVISION OF RECORDS:
6.3. ] 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 copyrightab]e 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 SUBPECIPIENT 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 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
terns 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-San-ie. The Department will
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determine in its sole and absolute discretion whether or not the SUBRECIPIENT's justification
is acceptable.
At the request of the CITY, the SUBPECIPIENT 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:
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 infoinnation shall be promptly reported to the Department.
ARTICLE VTII
• OTHER CDBG PROGRAM REQUIREMENTS
7.1 The SUBRECIPIENT shall maintain current documentation that its activities are CDBG
eligible in accordance with 24 CFR Fart 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 infomling the appropriate
citizen participation structures, including the appropriate area committees. of the activities of the
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SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the
SUBRECIPIENT. shall attend meetings of the appropriate committees and citizen participation
structures upon the.request of the citizen participation officers or the 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 The SUBRECIPIENT shall use the funds to carry out commercial rehabilitation activities
eligible under 24 CFR Part 570.202(a)(3). No other activities will be funded under this
Agreement, unless the Work Program is amended in writing by mutual agreement.
7.7 The SUBRECIPIENT shall ca_ y 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 The 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 subjected to discrimination
under any program or activity receiving federal financial assistance.
7.10 The SUBRECIPIENT and its subcontractors shall comply with the Davis -Bacon Act, the
Lead -Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and
regulations.
7.11 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
1-iUD Form 4010 incorporated herein as part of this Agreement.
7.12 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).
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7.13 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 570200(j). The SUBRECIPIENT shall
comply with those requirements and prohibitions when entering into subcontracts.
7.14 REVERSION OF ASSETS: Upon expiration/teriuination of this Agreement, the
SUBRECIPIENT must transfer to the CITY any unused CDBG Funds at the time of
expiration/teiinination and any accounts receivable attributable to the use of CDBG Funds.
7.15 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.
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 Agreement shall apply to such activities. Any
program income on hand when this Agreement expires/teuuuinates or received after such
expiration/termination shall be paid to the CITY, as required by 24 CFR 570.503(b)(3) of the
CDBG Program regulations.
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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 NONiCOMPLI_SNCE:.The .CITY. retains the right to terminate this
Agreement at any time prior to the completion of the services required pursuant to this
Agreement without penalty to the CITY. In that event, notice of termination of this Agreement
shall be in writing to the SUBRECIPIENT, who shall be paid for those services performed prior
to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the
SUBRECIPIENT an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the SUBRECIPIENT that any
payment made in accordance with this Agreement to the SUBRECIPIENT shall be made only if
the SUBRECIPIENT is not in default under the terms of this Agreement. If the
SUBRECIPIENT is in default.. the CITY shall not be obligated and shall not pay to the
SUBRECIPIENT any 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.I.3 Wholly or partially suspend or terminate the current CDBG Funds. awarded to
the SUBRECIPIENT.
9.1.4 Withhold further CDBG ;rants and/or loans for the SUBRECIPIENT.
9.1 5 Take all such other remedies that may be legally available
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Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT
materially fails to comply with any term of this Agreement, the SUBRECIPIENT, 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 SUBRECIPIENT's control; acquired or improved in whole or in part
with CDBG Funds (including CDBG Funds provided to the SUBRECIPIENT in the form of a
loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds
for the acquisition of, or improvement to, the property. The payment is program income to the
CITY.
9.2 SUSPENSION:
9.2.1 The Department may, for reasonable cause, temporarily suspend the
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;
(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).
17
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 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 SUBREECIPIENT pursuant to this agreement.
9.3.2 Te uination 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 materially non -compliant with any teen 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 v°ritten 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 of the tenis 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.
18
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, attorneys 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 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, SLTBRECIPIENT 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 v,Titten consent of the- CITY.
10.4 AWARD OF AGREEMENT: The SUBRECIPIENT 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.
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 firni, in whole or in
.part, without the CITY's prior written consent which may be granted or withheld in the CITY's
sole discretion.
19
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 pursuant to 24 CFR 570.611. The SUBRECIPIENT further covenants
that, in the perfoin,ance of this Agreement, no person having such a conflicting
interest shall be employed. 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 24 CFR Part 84 (the revised 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 in person delivery
orby registered mail addressed to the other party at the address indicated herein
or as the same maybe changed.from tithe to time; upon notice in writing. Such
notice shall be deemed given on the day on which personally served, or, if by
20
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 Conurunity 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 tennis of this Agreement and any te!nis 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 Florida or the
City of Miarni, 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
21
or any rights generally afforded classified or unclassified employees; further, they shall not be
deemed entitled to the Florida Worker's Coritpensation 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 infonnation as may be required.
10.14 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.
22
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.
SUBRECIPIENT
Miami; FL [Zip 1
a State of Florida not -for -profit corporation
ATTEST:
By: By:
Name:
Title
CORPORATE SEAL
ATTEST:
Date
Name:
Title:
CITY OF MI_AMI, a municipal
Corporation of the State of Florida
Date
By: By:
Priscilla A. Thompson Date Johnny Martinez, F.E. Date
City Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
P\TSLTRANCE REQUIREMENTS: CORRECTNESS:
By: By:
Calvin Ellis Date Julia 0. Bru
Risk Managernent City Attorney
23
Date
CITY OF MIAMI, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT •
ECONOMIC DEVELOPMENT AGREEMENT
TECHNICAL ASSISTANCE TO FOR -PROFIT ENTITIES FOR JOB CREATION
THIS AGREEMENT (hereinafter the "Agreement") is entered into this day of
; 2012, between the City of Miami, a municipal corporation of the State of Florida
(hereinafter referred to as the "CITY"); and a Florida not -for
profit corporation (hereinafter referred to as the "SLfBRECIPIENT").
FUNDING SOURCE: Community Development Block Grant Funds
AMOUNT:
TERM OF THE AGREEMENT: Effective date of this Agreement shall be the latter of April.
1. 2012 or the date that the City Clerk attests the signature
of the City Manager through March 31. 2013. with the City
of Miami retaining the option to extend the term hereof for
a period not to exceed one (1) year. subiect to extension of
Program availability and appropriation of grant funds.
PROJECT NUMBER:
ADDRESS:
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth,
the parties understand and agree as follows:
/ b3
1
ARTICLE I
EXHIBITS AND DEFINITIONS1.1 - - EXHIBITS: Attached hereto and forming a part of
this Agreement are the following Exhibits:
Exhibit A Corporate Resolution Authorizing Execution of this Agreement.
Exhibit B Work Program
Exhibit C Compensation and Budget Summary
Exhibit- D Certification Regarding -Lobbying Form
Exhibit E Certification Regarding Debarment, Suspension and other Responsibilit}
Matters (Primary Covered Transactions Fonn),
Exhibit F Crime Entity Affidavit
Exhibit G Insurance Requirements
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:-
2
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:
Low- and -Moderate- Income
Person:
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.
A member of a low- or moderate -income family
whose income is within specific income levels set
forth by U.S. HUD.
U.S. HUD or HUD: The United States Department of Housing and
Urban Development.
ARTICLE II
BASIC REQUIREMENTS
The following documents must be approved by the CITY and roust be on file with the
Department prior to the CITY's execution of this Agreement:
2.1
The Work Program. submitted by the SUBRECIPIENT to the CITY attached to this
Agreement as Exhibit "B", and shall include the following:
2.1.1 A description of the activities to be carried out by the SUBRECIPIENT as a result
of the expenditure of CDBG Funds. 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 A schedule of activities providing projected milestones and deadlines for the
accomplishment - of tasks in carrying out the Work Program. These projected....,
milestones and deadlines area basis for measuring actual. progress during the term
3
of this Agreement. These items shall be in sufficient detail to provide the basis
for the CITY to effectively monitor performance by the SUBRECIPIENT under
this Agreement.
2.2 The Compensation and Budget Summary attached hereto as Exhibit "C", shall include of
the SUBRECIPIENT's Itemized Budget, Budget Narrative, Salary Forecast, Cost
Allocation and any subcontracts.
2.3 A list of the SUBRECIPIENT's present officers and members of the Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedures.
2.8 Job description and resumes for all positions funded in whole or in part under this
A areement.
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Form 990).
2.10 The following corporate documents:
(i) Bylaws, resolutions and incumbency 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.
2.11 ADA Certification.
2.12 Drug Free Certification.
2.13 All other documents reasonably required by the CITY.
4
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 by in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
The effective date of this Agreement shall be the latter of April 1, 2012 or the date that
the City Clerk attests the signature of the City Manager through March 31, 2013, with the City of
Miami retaining the option to extend the term hereof for a period not to exceed one (1) year,
subject to extension of Program availability and appropriation of grant funds.
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 MANUALS:
3.4.1 POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of
and accepts the Policies and Procedures Manual for Comm ,.ty Development
Block Grant Sub -recipients ("Policies and Procedures Manual") as the official
document which outlines the fiscal, administrative and federal guidelines which
shall- regulate the day-to-day operations"of'the SUBRECIPIENT. The Policies -:-
and Procedures Manual is incorporated herein and made a part of this Agreement.
The City of Miami reserves the right to update this Policies • and Procedures
Manual via Program Directives. These Program Directives and updated versions
of this Policies and Procedures Manual shall be incorporated and made a part of
this'Agreement.
3.4.2 ECONOMIC DEVELOPMENT TECHNICAL ASSISTANCE MANUAL. The
SUBRECIPIENT is aware of and accepts the Economic Development Technical
Assistance Manual ("Manual") which shall regulate the performance of the
activities performed by the STiBRECIPIENT in fulfillment of the Work Program.
The Manual is incorporated herein and made a part of this Agreement. The City
of Miami reserves the right to update this Manual via Program Directives. These
directives and updated versions of the Manual shall be incorporated and made a
part of this Agreement.
3.5 LEVEL OF SERVICE:
Should start-up time for the Work Program be required or in the event of the occurrence
of any delays in the activities thereunder, the 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 SUBR.ECIPIENT 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.
6
ARTICLE IV
CDBG•FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMiPENSATION:
The amount of compensation payable by the CITY to the SUBRECIPIENT shall be
pursuant to the rates, schedules and conditions described in Exhibit '`C" attached hereto and
incorporated into this Agreement.
4.2 • INSURANCE:
At all times during the term hereof, the SUBRECIPIENT shall maintain insurance
acceptable to the CITY. Prior to commencing any activity under this Anreement, the
SUBRECIPIENT shall furnish to the CITY original certificates of insurance indicating that the
SUBRECIPIENT is in compliance with the provisions described in Exhibit "G" attached hereto,
which by this reference is incorporated into this Agreement.
4.3 FINANCI_AL ACCOLNTABILITY:
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 five (5) 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 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 SUBRECIPIENT are subject to reduction for
overpayments on previously submitted invoices.
4.4 RECAPTURE OF FUNDS:
The CITY reserves the right to•recanture 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 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 compliance with the procedures. Further the auditor shall determine
8
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:
1. An opinion (or disclaimer of opinion) as to whether the financial statements
are presented fairly in all material respects in confotiiiity 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 v'ith 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.
4. 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 disallowed; allowable costs/cost principles; eligibility; matching, level of
effort; earrrrarking; and, reporting.
All reports presented to the CITY shall, where applicable, include sufficient infoiination
to provide a proper perspective for judging the prevalence and consequences of the
findings, such as whether an audit finding represents an isolated instance or a systemic
problem. Where appropriate, instances identified shall be related to the universe and the
number of cases examined and quantified in terms of dollar value.
ARTICLE VI
RECORDS AND REPORTS
6.1 The SUBR.ECIPIENT shall establish and maintain sufficient records to enable the CITY
to determine whether the SUBPECIPIENT 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 with CDBG Funds,
including its location,; the amount of CDBG Funds budgeted; obligated and
10
expended for the activity, and the specificprovision 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 income does not exceed the applicable income limit established in
accordance with 24 CFR 570.3; or. the SUBPECIPIENT may substitute a notice
that the assisted person is a referral from any governmental agency that
detennines 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 d.eternined.
(ii) For each activity determined to benefit low- and moderate -income persons
based on the area served by the activity, only activities located in census
blocks with a percentage of low and moderate income persons in excess of
51 percent will be undertaken by the SUBRECIPIENT;
11
(iii) For each activity determined to benefit low- and moderate -income persons
because the activity involves a facility or service designed for use by a
limited clientele consisting exclusively or predominantly of ]ow- arid
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 fam-1
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 Iow- 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..
.(ii). .: Documentation of actions undertaken to meet the requirements of 24-CFR—
570.607.(b) which implements Section,.3 of the Housing and Urban
12
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.
6.2 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 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 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, 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 alLthe. Department approved subcontracts
used to engage subcontractors to carry out any eligible substantive project or
13
programmatic activities. as 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 Iitigat_ion, claim or audit is, in the sole and
absolute discretion of the Department fully, completely and finally resolved.
6.2.4 The SUBRECIPIENT shall notify the Department in writing both during the term
of this Agreement and after its expirationL/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 (I) 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 SUBRE.CIPIENT shall provide
all Agreement Records to the -Department. The requested Agreement Records
shall become the property of the Department without restriction, reservatioi . or
limitation on their use. The Department shall have unlimited rights to all hooks,
articles, or other copyrightable materials developed in the performance of this.
Agreement. These rights include the right of ,royalty -free. nonexclusive, and
14
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 Ends from, ar is under regulatory control of
other goverrunental 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 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
teculs of this Agreement, and/or interview any clients, employees, subcontractors or assignees of
the SUBRECIPIENT. Foliov,-ing 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 SUUBRECIPIENT shall ensure the
• cooperation of its employees and its Board members in such efforts. Any inconsistent,
15
incomplete. or inadequate information either received by the CITY or obtained through
monitoring and evaluation by the CITY. shall constitute cause for the CITY to •terminate this
Agreement.
6.5 RELATED PARTIES:
The SUBRECIPIENT shall report to the Department the name, purpose.forand 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 570.203(b).
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. The SUBRECIPIENT shall cooperate with the Department in inforriiing the appropri
ate
SUBRECIPIENT
citizen participation structures,.including the appropriate area committees, of the activities of the
16
SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the
SUBRECIPIENT shall attend meetings of the appropriate commit ees 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 The SUBRECIPIENT shall use the funds to provide technical assistance to private for -
profit businesses, eligible under 570.203 (b). No other activities will be funded under this
Agreement, unless the Work Program is amended in writing by mutual agreement.
7.7 The SUBRECIPIENTT 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),
7.8 The 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 hisiher race, sex, color, creed, national_ origin, age, marital status or handicap,
be excluded from the participation in, he denied benefits of, or be subjected to discrimination
under any program or activity receiving federal financial assistance.
17
The SUBRECIPIENT and its subcontractors shall comply with the Davis -Bacon Act, the Lead -
Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and
regulations.
7.11 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
HUD Form 4010 incorporated herein as part of this Agreement.
7.12 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).
7.13 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.
7.14 REVERSION OF ASSETS: Upon expiration/termination of this Agreement, the
SUBRECIPIENT must transfer to the CITY any unused CDBG Funds at the time of
expiration/termination and any accounts receivable attributable to the use of CDBG Funds.
7.15 ENFORCEMENT OF THIS AGREEMENT: Any violation of this Agreement that
remains uncured thirty (30) days after the SUBRECIPIENT's receipt of hotioe" from the'CITY •
(by certified or registered mail) of such violation may, at -the option of the CITY, be addressed
18
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.
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 Programs. 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, as required by 24 CFR 570.503(b)(3) 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
19
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 SUBRECIPIENT shall be rnade only if
the SUBRECIPIENT is not in default under the teinrs of this Agreement. If 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 Aareernent, 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 partially suspend or terminate the current CDBG Funds awarded to
the SUBRECIPIENT.
9:1..4 Withhold further-CDBG grants and/or loans for the SUBRECIPIENT.
20
9.1.5 Take all such other remedies that may be legally available.
Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT
materially fails to comply with any teiin of this Agreement, the SUBRECIPIENT, 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 SUBRECIPIENT's control, acquired or improved in whole or in part
with CDBG Funds (includinu CDBG Funds provided to the SUBRECIPIENT in the form of a
loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds
for the acquisition of, or improvement to, the property. The payment is program income to the
CITY.
9.2 SUSPENSION:
9.2.1 The Department may, for reasonable cause temporarily suspend the
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;
(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.
21
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 rnay teintinate this
Agreement upon not less than twenty-four (24) hours prior notice in v,Titing to the
SUBRECIPIENT. 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 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 pat L, in the event
the Department determines, in its sole and absolute discretion, that the
SUBRECIPIENT is non -compliant with any tern or provision of this Agreement.
The Department may teiniinate this .Agreement: in. whole or;in;;:part, in the event
that _the Department determines, in its sole and absolute discretion, that there
22
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, terninate this
Agreement upon not less than twenty-four (24) hours prior written notice. Said
notice shall be delivered by certified mail, return receipt requested, or by in
person delivery with proof of delivery. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any other breach and shall not
be construed to be a modification of the terms of this Agreement. The provisions
hereof are not intended to be, and shall not be, construed to Limit the Department`s
right to legal or equitable remedies.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 INDEMNIFICATION: The SUBRECIPIEN'T covenants not to sue and shall pay and
save the CITY, its officers and officials, 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 pan 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.
23
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 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 SLiBRECIPIENT for any other purpose
whatsoever without the prior written consent of the CITY.
10.4 AWARD OF AGREEMENT: The SUBRECIPIENT 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 fe.e, or gift of any kind contingent upon or resulting from the
award of this Agreement.
10.5 NON-DELEGABILITY: The obligations undertaken by the SUBI'`ECIPIENT 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.
24
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 SUBPECIPIENT 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 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), Dade County, Florida (Miami -
Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida
Statutes), and agrees that it shall comply in all respects with the terms of the
same.
10.7.3 PROCUREMENT: The SUBRECIPIENT shall comply with the standards
contained within 24 CFR Part 84 (the revised 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.
25
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 in person delivery
or by registered mail addressed to the other party at the address indicated herein
or as the same may be changed from time to time, upon notice in writing. Such .
notice shall be deemed given on the day on which personally served. or, if by
mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
CITY OF MIAMI
George Mensah, Director
Department of Community Development
444 Southwest 2nd Avenue, 7nd Floor
Miami, Florida 33130
SLiBRECIPIENT
L ]
Miami, FL 1Zin ]
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.
26
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 Florida or the
Cite 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 body, authorizing the_--
execution of the Agreement, including all understandings .and... assurances contained
27
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
infouniation as may be required.
10.14 Waiver of Jury Trail. 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 ail instances.
28
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.
SUBRECIPIENT
ATTEST:
Name:
Title
CORPORATE SEAL
ATTEST:
Date
Miami, FL [Zip 1
a State of Florida not -for -profit corporation
By:
Name: Date
Title:
CITY OF MIAMI, a municipal
Corporation of the State of Florida
By: By:
Priscilla A. Thompson Date Johnny Martinez, P.E. Date
City Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
By:
BV:
Calvin Ellis Date Julie O. Bru
Risk Management City Attorney
29
Date
EXHIBIT B — WORK PROGRAM
TECHNICAL ASSISTANCE TO FOR -PROFIT BUSINESS FOR
JOB CREATION
. The SUBRECIPIENT understands that creation of jobs that will be filled by low to
moderate income people is the activity that has been identified as a priority by the CITY
for this Grant to meet the National Objective of benefiting low to moderate income
persons.
2. The SUBRECIPIENT will provide Technical Assistance to eligible businesses
a. Located in the City and/or in the district from which the SUBRECIPIENT was
funded; or
b. Creating jobs in the City and/or in the district from which the
SUBRECIPIENT vvras funded.
3. To be eligible, the entity receiving technical assistance must be an operating for profit
business, either having both a business tax receipt (occupational license) and a certificate
of use; or must be in the process of starting a business in the City and preferably in the
district from which the SUBRECIPIENT was funded.
4. SUBRECIPIENT will perform complete intake of for -profit business requesting technical
assistance.
5. SUBRECIPIENT will Complete "Evaluation and Selection of Economic Development
Projects" which includes Appropriateness Determination.
6. SUBRECIPIENT will submit Complete Documentation of Technical Assistance Project
to City of Miami for Approval. Documentation must identify expected number of jobs to
be created in the City and/or for City residents as result of Technical Assistance to be
provided.
7. If City of Miami approves the project, SUBRECIPIENT will initiate the assistance to the
business and will document the assistance provided through the use of the Cost
Allocation Code Chart.
8. When the Technical Assistance Project is completed or jobs are created as the project
progresses, the SUBRECIPIENT will provide documentation of results via the
submission of "Job Creation Certification" Form and/or "Project Completion
Certification" Form.
9. SUBRECIPIENT will track payments from the City and maintain a precise record of
expenditures associated with each Technical Assistance Project.
10. The SUBRECIPIENT agrees to comply with the City of Miami Economic Development
Activities Technical Assistance Program Policies and Procedures Manual, which is a part
of this contract, as the same may be amended by the City in its sole discretion from time
to time, by Program Directives.
11. By signing below, the SUBRECIPIENT hereby acknowledges receipt of the City of
Miami Economic Development Activities Technical Assistance Program Policies and
Procedures Manual
SUBRECIPIENT:
Name:
By:
Name:
Title
STATE OF FLORIDA
COUNTY OF
The foregoing instrument Was acknowledged before me this by
Executive Director of a Florida not -for -profit corporation, -on
behalf of the -corporation. He is personally known to me or has produced
as identification.
Print Notary Public's Name
(SEAL)
Signature
EXHIBIT C
COMPENSATION AND BUDGET SUMMARY
TECHNICAL ASSISTANCE TO FOR -PROFIT BUSINESSES
JOB CREATION
A. The CITY will compensate the SUBRECIPIENT on a perfouiiance basis for the
Technical Assistance Program. A job is considered created when it is fully documented
as provided for under the regulations. For a Technical Assistance Project, payments will
be made at the rate of S75.00 per verifiable hour. Verifiable hours of service related to
technical assistance are those hours of service provided by the SUBRECIPIENT that can
be substantiated by the payroll and other pertinent records and which are reasonable,
necessary and directly allocable to the business receiving the technical assistance from
the SUBRECIPIENT. Hours of service must be reported in the monthly performance
report and must be fully documented by the SUBRECIPIENT (using form F-102).
The accomplishment of one National Objective (one FTE job created for a low and
moderate income person) will provide the SUBRECIPIENT with a maximum of
S15.000.00 of justifiable reimbursement based on the verifiable hours of service related
to technical assistance and documentation that a national objective has been attained.
B. The maximum total compensation for this Agreement shall be S
C. SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative, and Staff
Salaries Schedule are attached hereto and made part of this Agreement.
D. Requests for payment should be made at least on a monthly basis in a foiln to be
provided by the Department. Reimbursement requests should be submitted to the CITY
within thirty (30) calendar days after the indebtedness has been incurred in a form
provided by the Department.
E. Each written request for payment shall contain a statement declaring and affirming that
services were provided to certified program participants and in accordance with the
approved Work Program 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.
F. 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 SUBRECIPIENT, 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.
G. The payments to the SUBRECIPIENT absent the creation of at least one half of the
required jobs will be capped to one half the amount of the grant. Once the
SUBRECIPIENT documents the creation of at least one half of the required jobs,
payments at the rate of $75.00 per verifiable hour can resume and that can be
substantiated by the payroll and other pertinent records which are reasonable, necessary
and directly allocable to the business receiving the technical assistance from the
SUBRECIPIENT.
H. During the term hereof and for a period of five (5) years following the date of submission
of the City of Miami's CAPER in which the specific activity is reported for the last time
(unless there is litigation, claims, audit; negotiation, or other actions involving the records
which has started before the expiration of the 5-year period; in such cases, the records
must be retained until the completion of the action and resolution of all issues which arise
from it or the end of the regular 5-year period whichever is longer), the CITY shall have
the right to review and audit the related records of the SUBRECIPIENT pertaining to any
payments by the CITY.
The SUBRECIPIENT must submit the request for final payment to the CITY within
thirty (30) calendar days following the expiration date or termination date of this
• Agreement in a form to be provided by the Department. If the SUBRECIPIENT fails to
comply with this requirement. the SUBRECIPIENT shall forfeit all rights to payment and
the CITY may not honor any request submitted thereafter.
J. 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.
Name:
Title:
Date
CITY OF MIAMI, FLORIDA.
COMMUNITY DEVELOPMENT BLOCK GRANT
COMMERCIAL FACADE AND CODE COMPLIANCE PROGRAM AGREEMENT
THIS Agreement (hereinafter the '`Agreement") is. entered into this day of
2012 between the City of Miami; a municipal corporation of the State of Florida
(hereinafter referred to as the "CITY"), and a Florida not for profit
corporation (hereinafter referred to as the "SUBRECIPIENT").
FUNDING SOURCE: Community Development Block Grant Funds
AMOUNT:
TERM OF THE AGREEMENT: Effective date of this Agreement shall be the latter of April
1. 2012 or the date that the City Clerk attest the signature of
the City Manager through March 31. 2013. with the City of
Miami retaining the option to extend the term hereof for a
period not to exceed one (l) year. subiect to extension of
Program availability and appropriation of grant funds.
PROJECT NUMBER:
ADDRESS:
NOW, THEREFORE; in consideration of the mutual covenants and obligations herein set forth,
the parties understand and agree as follows:
1.1
ARTICLE I
EXHIBITS AND DEFINITIONS
EXHIBITS: Attached hereto and forming a part of this Agreement are the following Exhibits:
Exhibit A Corporate Resolution Authorizing Execution of this Agreement.
Exhibit B Work Program
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 teams 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,
infoiniation, 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:
Department:
The requirements contained in 24 CFR Part 570,
Rule 9I of the Florida Administrative Code and as
established by the City of Miami, Florida.
The City of Miami Department of Commu
Development.
ty
Federal Award:
Low- and -Moderate- Income
Person:
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.
A member of a low- or moderate -income household
whose income is within specific income levels set
forth by U.S. HUD.
U.S. HUD or HUD: The United States Department of Housing. and
Urban Development.
ARTICLE 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 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 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
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 Compensation and Budget Summary attached hereto as Exhibit "C", which shall
include completion of the SUBRECIPIENT's Itemized Budget, Budget Narrative, Salary
Forecast, Cost Allocation and any subcontracts.
2.3 A list of the SUBRECIPIENT's present officers and members of the Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedures.
2.8 Job description and resumes for all positions funded in whole or in part under this
Agreement.
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Form 990).
2.10 The following corporate documents:
(i) Bylaws, resolutions and incumbency 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.
2.11 ADA Certification.
2.12 Drug Free Certification.
2.13 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 by in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
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Effective Date of this Agreement shall be the latter of April 1, 2012 or the date that the
City Clerk attests the signature of the City Manager through March 31, 2013, with the City of
Miami retaining the option to extend the terns hereof for a period not to exceed one (1) year,
subject to extension of Program availability and -appropriation of grant funds.
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 MANUALS:
3.4.1 POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of
and accepts the Policies and Procedures Manual for Co=unity Development
Block Grant Sub -recipients ("Policies and Procedures Manual") as the official
document which outlines the fiscal, administrative and federal guidelines which
shall regulate the day-to-day operations of the SUBRECIPIENT. The Policies
and Procedures Manual is incorporated herein and made a part of this Agreement.
The City of Miami reserves the right to update this Policies and Procedures
Manual via Program Directives. These Program Directives and updated versions
of this Policies and Procedures Manual shall be incorporated and made a part of
this Agreement.
3.42 COMMERCIAL FACADE AND CODE COMPLIANCE PROGRAM POLICIES
AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of and accepts
the Commercial Facade and Code Compliance Program Policies and Procedures
Manual ("Manual") and all amendments thereto, and which shall regulate the
performance of the activities performed by the SUBRECIPIENT in fulfillment of
the Work Program. The Manual is incorporated herein and made a part of this
Agreement. The City of Miami reserves the right to update this Manual via
Program Directives. These directives and updated versions of the Manual shall be
incorporated and made a part of this Agreement.
3.5 LEVEL OF SERVICE:
Should start-up time for the Work Program be required or in the event of the occurrence
of any delays in the activities thereunder, the 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:
The amount of compensation payable by the City to the SUBRECIPIENT shall be based
on the rates, schedules and conditions described in Exhibit "C" attached hereto, which by this
reference is incorporated into this Agreement.
4.2 INSURANCE:
At all times during the term hereof, the SUBRECIPIENT shall maintain insurance
acceptable to the CITY. Prior to commencing any activity under this Agreement; the
SUBRECIPIENT shall furnish to the CITY original certificates of insurance indicating that -the
SUBRECIPIENT 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 SUBRECIPIENT at any time
during the performance of this Agreement and for a period of five (5) 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 and at its sole discretion, not to constitute reasonable and necessary
expenditures, Any payments made to the SUBRECIPIENT. are•,subject :to. -reduction for,
overpayments on previously submitted invoices.
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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 tenns 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 S500,000 or more in the fiscal year it shall have
a single audit or program specific audit conducted for that year. The audit shall
be conducted in accordance with Generally Accepted Government Auditing
Standards (GAGAS) and OMB Circular A-133. The audit shall determine
whether the financial statements are presented fairly in all material respects in
conformity with generally accepted accounting principles.
In addition to the above requirements, the auditor shall perform procedures to
obtain an understanding of internal controls and perform sufficient testing to
ensure compliance with the procedures. Further the auditor shall determine
whether the SUBRECIPIENT has complied with laws, regulations and the
provisions of this Agreement.
A , , , • after
reporting package shalt be submitted within the earlier of thirty (30) days
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:
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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.
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.
4. 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 disallowed; 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 valiie.
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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 infolniation
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 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 infonnation:
(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 deterrnined to benefit low- and moderate -income persons
based on the area served by the activity, only activities located in census
.blocks with a percentage of low and moderate income persons in excess of
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51 percent will be undertaken by the SUBRECIPIENT and report it to the
CITY;
(iii) For each activity deteuunined to benefit low- and moderate -income persons
.because the activity involves a facility -or service designed 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.
(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.
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Records required to be maintained in accordance with other applicable laws and
regulations set forth in Subpart K of 24 CFR.
6.2 RETENTION AND ACCESSIBILITY OF RECORDS:
6.2.1 The Department shall have the authority to review the SUBRECIPIENT'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 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, 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 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 filially resolved.
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6.2.4 The SUBRECIPIENT 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 SUBRECIPIENT 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 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 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'
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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'ss 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 infoiuiation either received by the CITY or obtained through
monitoring and evaluation by the CITY shall constitute cause for the CITY to terminate this
Agreement.
6.5 RELATED PARTIES:
The SUBRECIPIENT shall report to the Department the name, purpose for and any and
all other relevant information in connection with any related -party transaction. The teiin
"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 — II
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_nforming the appropriate
citizen participation -structures, including the appropriate area committees, of the actiVities of the
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SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the
SUBRECIPIENT shall attend meetings of the appropriate committees and citizen participation
structures upon the request of the citizen participation officers or the 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 The SUBRECIPIENT shall use the funds to carry out commercial rehabilitation activities
eligible under 24 CFR Part 570.202(a)(3), No other activities will be funded under this
Agreement, unless the Work Program is amended in writing by mutual agreement.
7.7 The 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 The 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 subjected to discrimination
under any program or activity receiving federal financial assistance.
7.10 The SUBRECIPIENT and its subcontractors shall comply with the Davis -Bacon Act, the
Lead -Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and
regulations.
7.11 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
HUD Form 4 010 incorporated herein as part of this Agreement.
7.12 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).
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7.13 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 Part570.200(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.
7.14 REVERSION OF ASSETS: Upon expiration/termination of this Agreement, the
SUBRECIPIENT must transfer to the CITY any unused CDBG Funds at the time of
expiration/teu nination and any accounts receivable attributable to the use of CDBG Funds.
7.15 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 teuus 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.
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 Agreement shall apply to such activities. Any
program income on hand when this Agreement expires/terminates or received after such
expiration/teuurination shall be paid to the CITY, as required by 24 CFR 570.503(b)(3) of the
CDBG Program regulations.
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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 requirenients, as applicable, must be repaid to
the CITY.
ARTICLE IX
REMEDIES, SUSPENSION, TERMINATIOI;
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 teinrination. In no case, however, shall the CITY pay the
SUBRECIPIENT an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the SUBRECIPIENT that any
payment made in accordance with this Agreement to the SUBRECIPIENT shall be made only if
the SUBRECIPIENT is not in default under the terms of this Agreement. If' the
SUBRECIPIENT is in default, the CITY shall not be obligated and shall not pay to the
SUBRECIPIENT any sum whatsoever.
If the SUBRECIPIENT materially fails to comply with any tern 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 partially suspend or terminate the current CDBG Funds awarded to
the SUBRECIPIENT.
9.1.4 Withhold farther CDBG grants and/or loans for the SUBRECIPIENT.
9:1.5 Take all such other remedies that may be legally available:,,.
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Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT
materially fails to comply with any term of this Agreement, the SUBRECIPIENT, 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 SUBRECIPIENT's control, acquired or improved in whole or in part
with CDBG Funds (including CDBG Funds provided to the SUBRECIPIENT in the form of a
loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds
for the acquisition of, or improvement to, the property. The payment is program income to the
CITY.
9.2 SUSPENSION:
9.2,1 The Department may, for reasonable cause, temporarily suspend the
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;
(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.
922 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).
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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
Banding 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 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 deteiuiine, 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 materially non -compliant with any tern 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 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.
18
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 INDEMiNIFICATION:- The SUBRECIPIENT shall pay and save the CITY hauuiless
from and against any and all claims, liabilities, lossesand 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
writinz.
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 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 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.
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 fine, in whole or in
part, without the CITY's prior written consent which may be granted orrithheld in the CITY's
sole discretion.
19
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 pursuant to 24 CFR 570.611. The SUBRECIPIENT further covenants
that, in the performance of this Agreement, no person having such a conflicting
interest shall be employed. Any such interest on the 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 teens of the same.
10.7.; PROCUREMENT. The SUBRECIPIENT shall comply with the standards
contained within 24 CFR Part 84 (the revised 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 ENTI_RE 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. A.nv 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 vriting.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
20
notice shall be deemed given on the day on which personally served, or, if by
mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
CITY OF MIAMI
George Mensah, Director
Department of Community Development
444 Southwest 2nd Avenue, 2nd Floor
Miami, Florida 33130
SI BRECIPIENT
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 terns 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 deteumined 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 he
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
A.greem.ent 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 ,ox. employees of the CITY, and
shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY
21
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.
10.14 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
«-rich a jury trial has been waived «'ith 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.
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.
SUBRECIPIENT
Miami, FL [Zip 1
a State of Florida not -for -profit corporation
ATTEST:
By: By:
Name:
Title
CORPORATE SEAL
ATTEST:
Date
Name:
Title:
CITY OF MIAMI, a municipal
Corporation of the State of Florida
Date
By: By:
Priscilla A. Thompson Date Johnny Martinez, P.E. Date
City, Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
By: By:
Calvin Ellis Date . Julie 0. Bru
Risk Management City Attorney
23
Date
EXHIBIT B — WORK PROGRAM
COMMERCI.AL FACADE AND CODE COMPLIANCE PROGRAM
1. The SUBRECIPIENT understands that benefiting low to moderate income persons on an
area basis (Area Benefit activity) is the National Objective as stipulated at 24 CFR
570.208(a)(1)(i).
2. The SUBRECIPIENT will provide assistance to eligible for -profit businesses located in the
district from \N'hich the SUBRECIPIENT was funded.
3. The SUBRECIPIENT understands that eligible facade improvements include signs,
shutters, windows, doors, awnings, pressure cleaning and painting.
4. The SUBRECIPIENT understands eligible corrections of a code violation ("Code
Violation Project") must include rehabilitation to the building structure as stated on the
notice of code violation issued by the CITY and specified in the City of Miami Commercial
Facade Treatment and Code Compliance Program Policies and Procedures Manual (the "
Manual") .
5. SUBRECIPIENT understands that project work cannot begin until the HUD environmental
process is completed and the agency receives written authorization from the City to
proceed in the form of the environmental clearance letter (Approval for Project
Commencement form).
6. SUBRECIPIENT will not submit an activity for approval whose Letter of Interest is
incomplete or dated more than six (6) months prior to the date of submission for the
approval of the City of Miami.
7. The SUBRECIPIENT should complete
e A minimum of
e A minimum of
facade projects
code correction projects
8. The SUBRECIPIENT understands that facade and code compliance projects must be
completed by March 31, 2013. Any treatment/project completed by March 31, 2013 will
count towards the 38th Program Year accomplishments. SUBRECIPIENT understands
that a project/treatment is considered completed the date the property owner signs the
Final Payment Release Authorization form.
9. SUBRECIPIENT understands and agrees that the following report must be submitted to
comply with the program requirements:
1
SUBRECIPIENT must submit a monthly report, which is due no later than the loth
of the following month. The monthly report is to be submitted using Form F102.
10. The work performed under this Work Program shall be subject to inspection and approval
• by the CITY.
11. The SUBRECIPIENT agrees with and understands that assistance shall be provided as per
the program requirements and guidelines set forth in the Manual, incorporated by
reference, which may be amended from time to time by the CITY.
12. By signing below, the SUBRECIPIENT hereby acknowledges receipt of the Manual.
Name:
Agency:
Date
EXHIBIT C - COMPENSATION AND BUDGET SUMMARY
COMMERCIAL FACADE AND CODE COMPLIANCE PROGRAM
A. The CITY will compensate the SUBRECIPIENT on a performance basis as follows:
a. For each facade project, the CITY will compensate the SUBRECIPIENT at a rate of
20% of the actual project cost up to a maximum of Si0,000.00 project cost per
business, or a maximum of $2,000 in compensation per business location.
b. For each code compliance project, the CITY will compensate the SUBRECIPIENT
at a rate of 20% of the actual project cost up to a maximum of $15,000.00 project
cost per business, or a maximum of $3,000 in compensation per business location.
B. The CITY will compensate the SUBRECIPIENT for their implementation of a project after
the facade treatment and/or code compliance project is completed.
C. The maximum total compensation for this Agreement shall be
SUBRECIPIENT understands that:
a. Facade Projects:
The SUBRECIPIENT's maximum compensation for facade projects is S
and the CITY will reimburse up to $ for the facade projects hard
costs. The CITY will not reimburse the SUBRECIPIENT and/or contractors for
project costs exceeding these amounts:
b. Code Compliance Projects:
The SUBRECIPIENT's maximum compensation for code compliance projects is
$ and the CITY will reimburse up to $ for the code
compliance projects hard costs. The CITY will not reimburse the SUBRECIPIENT
and/or contractors for project costs exceeding these amounts.-
D. SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget
Narrative, and Staff Salaries Schedule are attached hereto and made part of this contract.
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 SUBRECIPIENT pertaining to any payments by the CITY.
F. Reimbursement requests should be submitted to the CITY within
thirty days after the project is completed.
G. The SUBRECIPIENT 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
to: be provided by ,the Department. If the SUBRECIPIENT fails to comply with this
-requirement, the_SUBRECIPIENT may forfeit all rights to payment and the CITY may not
3
H.
honor any request submitted thereafter. The final reimbursement request might not be
processed if the close out package has been properly completed and submitted to the
Department of Cormnunity Development by the due date.
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.
Name:
Agency:
4
Date
CITY OF MIAMI, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT
TECHNICAL ASSISTANCE TO MICRO -ENTERPRISES AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this day of
, 2012, between the City of Miami, a municipal corporation of the State of Florida
(hereinafter referred to as the "CITY"), and , a Florida not for profit
corporation (hereinafter referred to as the "SUBRECIPIENT").
FUNDING SOURCE: Community Development Block Grant Funds
AMOUNT:
TERM OF THE AGREEMENT: Effective date of this Agreement shall be the latter of April
1. 2012 or the date that the City Clerk attest the signature of
the City Manager through March 31. 2013. with the City of
Miami retaining the option to extend the tej m hereof for a
'period not to exceed one (1) year. subject to extension of
Program availability and appropriation of grant funds.
PROJECT NUMBER:
ADDRESS:
Miami. Florida
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth.
the parties understand and agree as follows:
r
1
ARTICLE I
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS: Attached hereto and fonning a part of this Agreement are the following Exhibits:
Exhibit A Corporate Resolution Authorizing Execution of this Agreement
Exhibit B Work Program
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 Fo1iii).
Exhibit F Crime Entity Affidavit
Exhibit G Insurance Requirements
1.2 DEFINED TERMS: As used herein the following terms shall mean:
Act or 24 CFR 570:
Agreement Records:
Title I of the Housing and Community
Development Act of 1974, as amended.
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 br at the
direction of the SUBRECIPIENT or any
subcontractor in carrying out the duties and
obligations required by the tens of this Agreement,
including, but not limited to, financial books and
records, y ledgers, drawings, maps, pamphlets,
designs, electronic tapes, computer drives and
diskettes or surveys.
CDBG Program: Community Development Block Grant Program.
CDBG Requirements:
Department:
Federal Award:
Low- and -Moderate- Income
Person:
The requirements contained in 24 CFR Part 570,
Rule 9I of the Florida Administrative Code and as
established by the City of Miami, Florida.
The City of Miami Department of Community
Development.
Any federal funds received by the SUBRECIPIENT
from any source during the period of time in which
the SUBRECIPIENT is performing the obligations
set forth in this Agreement.
A member of a Low- or Moderate -Income family
whose income is within specific income levels set
forth by U.S. HUD.
U.S. HUD or HUD: The United States Department of Housing and
Urban Development.
ARTICLE II
BASIC REQUIREMENTS
The follov,documents must be approved by the CITY and must be on file with the
Department prior to the CITY"s execution of this Agreement:
2.1 The Work Program submitted by the SUBRECIPIENT to the CITY shall be attached
hereto to this Agreement as Exhibit "B" and shall include the following:
2. 1.1 A description of the activities to be carried out by the SUBRECIPIENT as a result
of the expenditure of CDBG Funds. The description must list measurable
objectives, define the who, that, 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 A schedule of activities with projected milestones and deadlines for the
accomplishment -of tasks in carrying out the Work Program, which are the basis
3
for measuring actual progress during the term of this Agreement. This schedule
shall be specific enough to provide a sound basis for the CITY to effectively
monitor performance by the SUBRECIPIENT under,this Agreement.
2.2 The Compensation and Budget Summary attached hereto as Exhibit C, shall include the
SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative; Salary Forecast
and any subcontracts.
2.3 A list of the. SUBRECIPIENT's present officers and members of the Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedures.
2.8 Job description and resumes for all positions funded in whole or in part under this
Agreement.
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Form 990).
2.10 The following corporate documents:
(i) Bylaws, resolutions and incumbency 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.
2.11 ADA Certification.
2.12 Drug Free Certification.
2.13 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 by in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
Effective date of this Agreement shall be the latter of April 1, 2012 or the date that the
City Clerk attests the signature of the City Manager through March 31, 2013, with the City of
Miami retaining the option to extend the term hereof for a period not to exceed one (1) year,
subject to extension of Program availability and appropriation of grant funds.
3.3 OBLIGATIONS OF SUBRECIPIENT:
The SUBRECIPIENT shall carry out the services and activities as described in its Work
Program, attached and incorporated herein and made a part of this Agreement, in accordance
with the written policies, procedures, and requirements as prescribed in this Agreement, and as
set forth by HUD and the CITY.
3.4 MANUALS:
3.4.1 POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of
and accepts the Policies and Procedures Manual for Community Development
Block Grant Sub -recipients (`Policies and Procedures Manual") as the official
document which outlines the fiscal, administrative and federal guidelines which
shall regulate the day-to-day operations of the SUBRECIPIENT. The Policies
and,:Procedures Manual is incorporated herein.and made a part of this Agreement:
The City of Miami reserves the right to update this Policies and Procedures
Manual via Program Directives, which shall also be incorporated and made a part
of this Agreement.
3.5 LEVEL OF SERVICE:
Should start-up time for the Work Program be required or in the event of the occurrence
of any delays in the activities thereunder, the 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:
The amount of compensation payable by the CITY to the SUBRECIPIENT shall be
pursuant on the rates, schedules and conditions described in Exhibit "C" attached hereto and
incorporated into this Agreement.
4.2 INSURANCE:
At all times during the teiin hereof, the SUBRECIPIENT shall maintain insurance
acceptable to the CITY. Prior to commencing any activity under this Agreement, the
SUBRECIPIENT, shall furnish to the CITY original certificates of insurance` indicating that the
6
SUBRECIPIENT is in compliance vrith 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 SUBRECIPIENT at any time
during the performance of this Agreement and for a period of five (5) years after its
expiration/termination. The SUBRECIPIENT agrees to provide all financial and other
applicable records and docurnentation 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 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.
7
ARTICLE V
AUDIT
5:1 The SUBRECIPIENT shall adhere to the _following audit requirements:
5.1.1 If the SUBRECIPIENT expends S500,000 or more in the fiscal year it shall have
a single audit or program specific audit conducted for that year. The audit shall
be conducted in accordance with Generally Accepted Government Auditing
Standards (GAGAS) and OMB Circular A-133. The audit shall determine
whether the financial statements are presented fairly in all material respects in
conformity with generally accepted accounting principles.
In addition to the above requirements, the auditor shall perform procedures to
obtain an understanding of internal controls and perform sufficient testing to
ensure compliance with the procedures. Further the auditor shall determine
whether the SUBRECIPIENT has complied with laws, regulations and the
provisions of this Agreement.
A reporting package shall be submitted within thirty (30) days after receipt of the
auditor's report(s) or nine (9) months after the end of the audit period, whichever
is earlier. The reporting package shall include: (1) the certified financial
statements and schedule of expenditures of Federal Awards; (2) 'a summary
schedule of prior audit findings; (3) the auditor's report; and (4) 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
8
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 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.
4. 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 disallowed; allowable costs/cost principles; eligibility; matching, level of
effort; earmarking; and, reporting.
9
All reports presented to the CITY shall, where applicable, include sufficient information
to provide a proper perspective for judging the prevalence and consequences of the
findings, such as whether an audit finding represents an isolated instance or a systemic
problem. Where appropriate, instances identified shall be related to the universe and the
number of cases examined and quantified in terms of dollar value.
ARTICLE VI
RECORDS'AND REPORTS
6.1 The 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 fr11 description of each activity 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 CPR 570.208 of the CDBG Program. regulations. Where information
on income by family size is required. the SUBRECIPIENT may substitute
evidence certifying qualification 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 income dues •
10
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, only activities located in
census blocks with a percentage of Low and moderate income persons in
excess of fifty-one percent (51%) will be undertaken by the
S UBRECIPIENT;
For each activity determined to benefit Low- and Moderate -Income
persons because the activity involves a facility or service designed 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-Incorne Persons. or
(b) Documentation describing how the nature and 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 farther investigation relating to compliance with any requirement
to attain or maintain any particular statistical measure by race, ethnicity, or
gender in covered programs.
(ii) Documentation of actions undertaken to meet the requirements of 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 Financia' 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.
12
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 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 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, 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 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.
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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.
6.2.4 The SUBRECIPIENT 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 SUBRECIPIENT 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 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 si n lar reports, <the :SUBRECIPIEI`TT rshall , ::
14
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 SUBRECIPIENT shall permit the Departrhent 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
terns 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
staternents 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 telcrrinate this
Agreement.
15
6.5 RELATED PARTIES:
• The SUBRECIPIENT shall report to the Department the name, purpose for and all other
relevant information in connection with any related -party transaction. The tern "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
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SUBRECIPIENT shall attend meetings of the appropriate 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 The SUBRECIPIENT shall use the funds to provide technical assistance to private for -
profit businesses, eligible under 570.201(o)(1)(ii). No other activities will be funded under this
Agreement, unless the Work Program is amended in writing by mutual agreement. The
Technical Assistance to Micro -Enterprises is incorporated and made part of this Agreement by
reference.
7.7 The 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 The 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 subjected to discrimination
under any program or activity receiving federal financial assistance.
17
7.10 The Subrecipient and its subcontractors shall comply with the Davis -Bacon Act, the
Lead -Based paint Poisoning Prevention Act, and, any other applicable laws, ordinances and
regulations.
7.11 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
HUD Fonn 4010, incorporated herein as part of this Agreement.
7.12 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).
7.13 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.
7.14 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.
7.15 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
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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 tenninate this Agreement in
accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this
Agreement.
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 Agreement shall apply to such activities. Any
Program Income on hand when this Agreement expires/teiniinates or received after such
expiration/termination shall be paid to the CITY, as required by 24 CFR 570.503(b)(3) 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.
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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
SUBR.ECIPIENT an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the SUBRECIPIENT that any
payment made in accordance with this Agreement to the SUBRECIPIENT shall be made only if
the SUBRECIPIENT is not in default under the teius of this Agreement. If 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 tenn 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 partially 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.
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Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT
materially fails to comply with any teuu of this Agreement, the SUBRECIPIENT, 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 SUBRECIPIENT's control, acquired or improved in whole or in part
with CDBG Funds (including CDBG Funds provided to the SUBRECIPIENT in the fowl of a
loan and/or grant), Less any portion of the value attributable to expenditures of non-CDBG funds
for the acquisition of, or improvement to, the property. The payment is program income to the
City.
9.2 SUSPENSION:
9.2.1 The Department may, for reasonable cause temporarily suspend the
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
deteiiuined by the Department in its sole and absolute discretion, and may
include:
(i)
Ineffective or improper use of the CDBG Funds by the SUBRECIPIENT;
(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.:.
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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 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 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
-exists an event of Default under and pursuant to the terms of any other agreemen
22
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 of the ternis 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 covenant not to sue and shall pay and
save the CITY, its officers or officials, 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.
23
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 SURECIPIENT
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 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 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.
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 w itten consent which may be granted or withheld in the CITY's
sole discretion.
_10.6 .-CONSTRUCTION OF -AGREEMENT: This Agreement shall ;beconstrued and enforced
according to the laws of the State of Florida.
�a
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 pursuant to 24 CFR 570.611. The SUBRECIPIENT further
covenants, that in the perforrnance of this Agreement, no person having such a
conflicting interest shall be employed. 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), and agrees that it shall comply in all respects with the teens of
the same.
10.7.3 PROCUREMENT: The SUBRECIPIENT shall comply with the standards
contained within 24 CFR Part 84 (the revised OMB Circular No. A-1 10).
10.7.4 In all other cases; the SUBRECIPIENT shall comply mirth the standards contained
within 24 CFR 570.611
10.8 - NO OBLIGATION TO RENEW: Upon expiration of the teini 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
25
parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
10.10 GENERAL CONDITIONS:
10.10.1 All notices or other communications which shall or may be given pursuant to
this Agreement shall be in writing and shall be delivered by in person delivery
or by registered mail addressed to the other party at the address indicated herein
or as the same may be changed from time to time, upon notice in writing. Such
notice shall be deemed given on the day on which personally served, or, if by
mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
CITY OF MI.AMI
George Mensah, Director
Department of Community Development
444 Southwest 2❑d Avenue, 2nd Floor
Miami, Florida 33130
SUBRECIPIENT
Agency
Address
Miami; FL; , Zip Code
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
26
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 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.
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10.14 WANER 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 parry that the
provisions of this paragraph will not be fully enforced in all instances.
28
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:
By:
Name: Date
Title
CORPORATE SEAL
ATTEST:
SUBRECIPIENT
Agency
Address
Miami. FL
a State of Florida not -for -profit corporation
By:
Name:
Title:
CITY OF IvII.AMI; a municipal
Corporation of the State of Florida
By: By:
Priscilla A. Thompson - Date
Date
Johnny Martinez, P.E. Date
City Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
By: By:
Calvin Ellis Date Julie O. Bru
Risk Management City Attorney
29
Date
EXHIBIT B — WORK PROGRAM
TECHNICAL ASSISTANCE TO MICRO -ENTERPRISES
SUBRECIPIENT shall provide technical assistance to private for -profit businesses,
. eligible under 570.201(o)(1)(ii).
?. SUBRECIPIENT understands that the National Objective is assistance to low to
moderate income persons and only Business Owners who are considered Low -to -
Moderate Income can be assisted under this program.
3. SUBRECIPIENT must provide technical assistance to assigned Micro -Enterprise
Assistance program participants and will make certain that the business and owner
qualifies under the Micro -Enterprise Assistance Program as follows:
I. Business receiving assistance must be located in the City of Miami and within the
district from which the SUBRECIPIENT was funded.
II. SUBRECIPIENT needs to verify that the Business Owner can be certified with
the City of Miami as a low to moderate income person. The following documents
can be used for proof of income:
i. Social Security Statement
ii. Medicaid Cards
iii. Section 8 certification
iv. AFDC / Food Stamp Authorization Statement
v. Bank Statement showing direct deposit amount (not older than 90
days)
vi. Pay stubs (not older than 90 days)
vii. Employer Statement / Letter (not older than 90 days). If statement is
not in the name of client, a letter must be attached stating that client
resides on the stated premises.
viii. Latest Individual Income Tax Return Form
III. SUBRECIPIENT understands that technical assistance must be provided to for -
profit businesses. The following documents can be used as proof:
i. State of Florida Corporate Registration
ii. Business Income Tax Return
iii. Schedule C of IRS form 1040
IV. SUBRECIPIENT needs to verify that businesses receiving Technical Assistance
have 5 or fewer employees (including owner). The following documents can be
used as proof:
i. Copy of Payroll
ii. Copy of UCT6 — State Unemployment Return
iii. Copy of US 941 — Federal Quarterly Payroll Tax Forms
V. SUBRECIPIENT must maintain a file for each Micro -Enterprise business
receiving technical assistance, even if the business is not a participant of the City
of Miami Micro -Enterprise Assistance Program.
SUBRECIPIENT needs to verify that the Micro -Enterprise participant has all the valid
and applicable City of Miami and Miami -Dade County business licenses (business tax
and certificate of use). If the business does not have the appropriate licenses, then the
SUBRECIPIENT must assist business in obtaining them. SUBRECIPIENT must
forward these licenses to the City.
3. The SUBRECIPIENT is to assist Micro -Enterprise participants in the grant application,
contract execution process and forms, reimbursement process, and Close-out Reports
under the Micro -Enterprise Assistance Program offered by the City of Miami.
4. The SUBRECIPIENT is to assist Micro -Enterprise participants in completing fours and
documents needed for the payment and disbursement process under the Micro -Enterprise
Assistance Program offered by the City of Miami.
SUBRECIPIENT will make sure that Micro -Enterprise Program participant is registered
and attends the required business course. The SUBRECIPIENT will provide immediate
notification to the City of any Micro -Enterprise Program participant that fails to register
for and/or complete the required business course. Once Micro -Enterprise Program
participants receive the certificate of completion for the course, the SUBRECIPIENT will
forward a copy of said certificate to the City.
6. SUBRECIPIENT understands and agrees that the following reports must be submitted to
comply with the program requirements:
i. SUBRECIPIENT must submit monthly reports, which are due not later than the
l0th of the following month. These monthly reports are to be submitted using
Form F102.
ii. SUBRECIPIENT must submit to the City the Micro -Enterprise Business Review
form for each assigned Micro -Enterprise Program participant assigned to the
SUBRECIPIENT.
7. SUBRECIPIENT understands that technical assistance shall be provided as per the
program requirements set forth in the Technical Assistance to Micro -Enterprises Program
Guidelines attached hereto and incorporated by reference, which may be amended from
time to time by the Department.
8. The work performed under this Work Program shall be subject to inspection and approval
by the City.
SUB RECIPIEN T:
BY:
STATE OF FLORIDA
COUNTY OF
Executive Director
The foregoing instrument was acknowledged before me this by
, Executive Director of , a Florida not -for -profit corporation, on
behalf of the corporation. He is personally known to me or has produced
as identification.
Print Notary Public's Name
(SEAL)
Signature
EXHIBIT C — COMPENSATION AND BUDGET SUMMARY
TECHNICAL ASSISTANCE TO MICROENTERPIRSES
A. The CITY shall pay the SUBRECIPIENT; as maximum compensation for the services
required pursuant to this Agreement the sum of $
B. SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative; and Staff
Salaries Schedule are attached hereto and made part of this contract.
C. 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 review and audit the time
records and related records of the SUBRECIPIENT pertaining to any payments by the
CITY.
D. All payments shall be reimbursement for expenditures incurred only during the term of
this Agreement, an in compliance with the previously approved program line -item
Itemized budget. Each written request for payment/reimbursement shall contain a
statement declaring and affirming that all expenditures were made in accordance with the
approved budget. All documentation in support of each request shall be subject to
approval by the CITY. At the time the request is made all invoices are required to be
paid by the SUBP.ECIPIENT prior to the submission. All reimbursements must be in
line -item foiui and in accord with this Agreement. All expenditures must be verified by
the _original invoice with a copy. of a check or other form of payment which was used to
pay that specific invoice. Within sixty (60) days of submitting each reimbursement
request, copies of the cancelled checks or other form of payment evidencing the
payments by the SUBRECIPIENT for which reimbursement was requested shall be
submitted. In the event that an invoice is paid by various funding sources, a copy of the
invoice may be submitted but must indicate the exact amount paid by various funding
sources equaling the total of the invoice. No miscellaneous categories shall be accepted
as a line -item budget.
E. Requests for payment should be made at least on a monthly basis in a form provided by
the Department. Reimbursement requests should be submitted to the CITY within thirty
4
(30) calendar days after the indebtedness has been incurred in a form provided by the
Department.
F. The SUBRECIPIENT must submit the final request for 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 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.
G. 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.
Name: Date
Executive Director
5
CITY OF MIAMI, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT
PUBLIC FACILITY AND IMPROVEMENTS AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this
day of
2012, between the City of Miami, a municipal corporation of the State of Florida
(hereinafter referred to as the "CITY"), and Name of Agency, a Florida not for profit corporation
(hereinafter referred to as the "SUBRECIPIENT").
FUNDING SOURCE: Community Development Block Grant (CDBG)
AMOUNT:
S .00
TERM OF THE AGREEMENT: Effective date of this agreement shall be the latter of April
1. 2012 or the date that the City Clerk attest the signature of
the City Manager. through March 31. 2013.
ORACLE NUMBER:
ADDRESS: Mailing Address
City. State Zip Code
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth,
the parties understand and agree as follows:
l
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 Authorizing Execution of this Agreement.
Exhibit B Work Program
Exhibit C Compensation and Budget Summary
Exhibit D Certification Regarding Lobbying Fouii
Exhibit E Certification Regarding Debarment, Suspension and other Responsibility
Matters (Primary Covered Transactions Fowl).
Exhibit F Crime Entity Affidavit
Exhibit G Insurance Requirements
Exhibit H Insurance Requirements for General Contractor
Exhibit I Declaration of Restrictive Covenant
1.2 DEFINED TERMS. As used herein the following terms shall mean:
Act or 24 CFR 570 Title I of the Housing and Cornniunity
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 orsurveys.
7
CDBG Program:
CDBG Requirements:
Department:
Federal Award:
Low- and -Moderate- Income
Person:
Community Development Block Grant Program.
The requirements contained in 24 CFR Part 570,
Rule 91 .of the Florida Administrative Code and as
established by the City of Miami, Florida.
The City of Miami Department of Community
Development.
Any federal funds received by the SUBRECIPIENT
from any source during the period of time in which
the SUBRECIPIENT is performing the obligations
set forth in this Agreement.
A member of a low- or moderate -income family
whose income is within specific income levels set
forth by U.S. HUD.
U.S. HUD or HUD: The United States Department of Housing and
Urban Development.
ARTICLE 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 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, 'here 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
3
deadlines for the accomplishment of tasks in carrying out the Work Program.
These projected milestones and deadlines are a basis for measuring actual
progress during the term of this Agreement. These items shall be in sufficient
detail to provide a sound basis for the CITY to effectively monitor performance
by the SUBRECIPIENT under this Agreement.
2.2 The Compensation and Budget Sun -unary attached hereto as Exhibit "C", which shall
include completion of the SUBRECIPIENT's Itemized Budget, Cost Allocation and any
subcontracts.
2.3 A list of the SUBRECIPIENT's present officers and members of the Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedures. -
2.8 Job description and resumes for all positions funded in whole or in part under this
Agreement.
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Foil ui 990).
2.10 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.
2.11 ADA Certification
2.12 Drug Free Certification
- 2.13 All other documents reasonably required by the CITY.
4
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 by in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
Effective date of this agreement shall be the latter of April 1, 2012 or the date that the City Clerk
attests the signature of the City Manager, through March 31, 2033.
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 -MANUALS:
3.4.1 POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of
and accepts the "Policies and Procedures Manual for Community Development
Block Grant Sub -recipients" ("Policies and Procedures Manual") as the official
document Which outlines the fiscal, administrative and federal guidelines which
shall regulate the day-to-day operations of the SUBRECIPIENT. The Policies
and Procedures Manual is incorporated herein and made a part of this Agreement.
The: City: of Miami. reserves the right .to update this Policies and Procedures
Manual via Program Directives. These Program Directives and updated.versions
of this Policies and Procedures Manual shall be incorporated and made a part of
this Agreement.
3.5 LEVEL OF SERVICE:
Should start-up time for the Work Program be required or in the event of the occurrence
of any delays in the activities thereunder, the 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
The amount of compensation payable by the City to the Subrecipient shall be based on
the rates, schedules and conditions described in Exhibit "C" attached hereto, which by
this reference is incorporated into this Agreement.
4.2 INSURANCE:
At all times during the term hereof, the Subrecipient shall maintain insurance acceptable to
the CITY. Prior to commencing any activity under this Agreement, the Subrecipient shall
furnish to the CITY original certificates of insurance indicating that the Subrecipient is in
-compliance with the provisions described in Exhibih';c ":;attached here to; which by this
• :reference is incorporated into this Agreement.
The Subrecipient shall require the General Contractor and Subcontractors to maintain
insurance acceptable to the CITY at all times during the term hereof. Prior to commencing
any activity under this Agreement; the Subrecipient shall require the General Contractor
and Subcontractors to furnish to the City of Miami, Department of Community
Development, 444 S.W. 2nd Avenue — 2nd Floor; Miami, Florida 33130, Certificate(s) of
Insurance evidencing insurance coverage that meets the requirements outlined in Exhibit
"H" attached hereto, which by this reference is incorporated into this Agreement.
4.3 FINANCIAL ACCOUNTABILITY:
The CITY reserves the right to audit the records of the SUBRECIPIENT at any time
during the performance of this Agreement and for a period of five (5) years after its
expirationItennination. 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 and at its sole discretion, not to constitute reasonable
and necessary expenditures. Any payments 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.
7
or tennination 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 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 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 30 days after receipt
of the auditor's report(s) or nine (9) months after the end of the audit period. The
reporting package will include the certified financial statements and schedule of
expenditures of Federal Awards; a summary schedule of prior audit findings; the
auditor's report and the corrective action plan. The auditor's report shall include:
a) an opinion (or disclaimer of opinion) as, to.,whether the financial„statements
are -presented fairly in all material respects in conformity with generally
accepted principles and an opinion (or disclaimer of opinion) as to whether the
schedule of expenditures of Federal Awards is presented fairly in all material
respects in relation to the financial statements taken as a whole.
b) a report on internal controls related to the financial statements and major
programs. This report shall describe the scope of testing of internal controls
and the results of the test, and, where applicable, refer to the separate schedule
of findings and questioned costs.
c) a report on compliance with laws, regulations, and the provisions of contracts
and/or this Agreement; noncompliance with which could have a material
effect on the financial statements. This report shall also include an opinion (or
disclaimer of opinion) as to whether the 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-13.3.
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 -disallowed; allowable costs/cost principles eligibility, i matching level of
effort, earmarking; and, reporting.
9
All reports presented to the City shall, where applicable, include sufficient information to
provide a proper perspective for judging the prevalence and consequences of the findings,
such as whether an audit finding represents an isolated instance or a systemic problem.
Where appropriate, instances identified shall be related to the universe and the number of
cases examined and quantified in terms of dollar value.
ARTICLE VI
RECORDS AND REPORTS
6.1 The 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
l0
her family income does not exceed the applicable income limit established in
accordance with24 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, only activities located in census
blocks with a percentage of low and moderate income persons in excess of
51 percent will be undertaken by the Subrecipient:
(iii) For each activity determined to benefit low- and moderate -income persons
because the activity involves a facility or • service designed 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 persoi s. battered spcuses,
abused children, the homeless.. illiterate persons, or migrant faun
workers, for which the regulations provide presumptive benefit to
low- and moderate -income persons: or
11
(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.
(ii) Documentation of actions undertaken to meet the requirements of 24 CFR
570.607(b) v,'hich implements Section 3 of the Housing and Urban
Development Act of 1968, as ardended (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.
12
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 five (5) years from the expiration/tenuination 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, 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
13
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.
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
14
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 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
teens 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 infoi,nation 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:
l5
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 infoiination 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 infonning the appropriate
citizen participation structures, including the appropriate area committees, of the activities of the
SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the
SUBRECIPIENT shall attend meetings of the appropriate committees and citizen participation
structures•uponthe. request of the citizen participation officers or the:Department.
l6
7.5 The SUBRECIPIENT shall, to the greatest possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.6 SUBRECIPIENT shall carry out its Work Program 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.
7.7 SUBRECIPIENT shall not assume the CITY's environmental responsibilities described
in 24 CFR 570.604; .of the CDBG Program regulations, and the CITY's responsibility for
initiating the review process under Executive Order 12372.
7.8 NON-DISCRIMINTATION:
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 cf, or be subjected to discrimination
under any program or activity receiving federal financial assistance.
7.9 The Subrecipient and its subcontractors shall comply with the Davis -Bacon Act; the
Lead -Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and
regulations.
7.10 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
• HUD Form 4010 incorporated herein as part of this Agreement.
7.11 UNIFORM ADMINISTRATIVE REQUIREMENTS. The SUBRECIPIENT shall
• comply with the requirements and, standards of OMB Circular No. A-122; "Cost Principles for
17
Non -Profit Organizations" and with the applicable requirements of 24 CFR. Part 84 (the revised
OMB Circular No. A-110).
7.12 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.
7.13 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.
7.14 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 te.iniinate this Agreement in
accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this
Agreement.
ARTICLE VIII.-
PROGRAM INCOME
18
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 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. Anv 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 perforated prior
to the date of its receiptrto 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:--- . ..•
19
It is hereby understood by and between the CITY and the SUBRECIPIENT that any
payment made in accordance with this Agreement to the SUBRECIPIENT shall be made only if
the SUBRECIPIENT is not in default under the tenns of . this Agreement. If 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 tens 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
deter nines 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 al] such other remedies that may be legally available.
Notwithstanding any other provision of this Anreernent, if the SUBRECIPIENT
materially fails to comply with any term of this Agreement, the SUBRECIPIENT, 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 SUBRECIPIENT's control, .acquired or improved in whole or in part
with CDBG Funds (including CDBG Funds provided to the SUBRECIPIENT in the form of a
loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds
for the acquisition of, or. improvement to, the property. The payment is program income to.,the
City.
?0
31
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;
(ii) Failure by the SUBRECIPIFNT 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 v,uiting 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 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 deteiiuine, 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 teor 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
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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 teiws 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
imitation on their_useif requested by the City. The SUBRECIPIENT agrees that all documents
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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 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.I 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
Lhis;'Agreement, no person having such a .conflicting interest shall be employed.
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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), Dade County, Florida (Dade
County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida
Statutes), and agrees that it shall comply in all respects with the terms of the
same.
10.7.3 The SUBRECIPIENT shall comply with the standards contained within 24 CFR
Part 84 (the revised 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 tern 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 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
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notice shall be deemed given on the day on which personally served, or, if by
mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
CITY OF MIAMI
George Mensah, Director
Department of Community Development
444 Southwest 2nd Avenue, 2nd Floor
Miami, Florida 33130
SRECIPIENT
Name of Agency
Mailing Address
City, State Zip Code
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 teinis 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 Florida or the
City of Miami, such provision; paragraph, sentence, word or phrase shall be
deemed modified to the extent necessary in order to confom with such laws, or
if. not - modifiable. -to- conform with such laws, then same shall be deemed
27
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
adapted 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.
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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.
SUBRECIPIENT
Name ofAoenc.v
Mailing Address
City. State Zip Code
a State of Florida not -for -profit corporation
ATTEST:
By: By:
Name:
Title
CORPORATE SEAL
ATTEST:
Date
Name:
Title:
CITY OF MIAMI. a municipal
Corporation of the State of Florida
Date
By: By:
Priscilla A. Thompson Date Johnny Martinez, P.E. Date
City Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: • CORRECTNESS:
By: By:
Calvin Ellis Date Julie O. Bru Date
Risk Management City Attorney
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