HomeMy WebLinkAboutExhibit SUBAttachment "A"
Department of Community Development
CDBG Economic Development FY2012-2013
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Agency
Description of Services
Allocation Approved
on 12/08/2011
NEW FINAL CDBG
Recommendation for
FY2012-2013
Allapattah Business Development Authourity, Inc
Technical Assistance to Commercial Facade
$ 120,000
$ 70,000
Contractors Resources Center, Inc.
Technical Assistance to Private for -Profit Entities
$ 80,000
$ 64,000
Fanm Ayisyen Nan Miyami/ Haitian Woman of Miami, inc.
Technical Assistance to Micro -Enterprises
$ 50,000
$ 47,500
Little Haiti Housing Association, Inc.
Economic Development Activity
$
$ 35,000
Neighbors and Neighbors Association, Inc.
Technical Assistance to Micro -Enterprises
$ 150,000
$ 102,500
Rafael Hernandez Housing & Economic Development Corp.
Technical Assistance to Commercial Facade
$ 50,000
$ 40,500
City of Miami - Department of Community Development
Commercial Facade Hard Costs
$ 850,000
$ 487,500
Economic Development Reserves
Economic Development Reserve Account
$ 2,357,051
$ 1,160,716
Total:
$ 3,657,051
$ 2,007,716
JI, ?2�i3
Attachment "A"
Department of Community Development
CDBG Economic Development FY2012-2013
ti.
'.... Agency
.
Description of Services
PROJECTED GDBG
Funding for FY2012-
2013
Allapattah tusiness.Development Authoutity, Inc
Technical Assistance to Commercial Facade
$ 70,000
Contractors Resoprces`CSenter, Inc.
Technical Assistance to Private for -Profit Entities
$ 44,000
Farim Ayisyen Nan'fi:Xami?'1aitian Woman of Miami, inc.
Technical Assistance to Micro -Enterprises
$ 27,500
Neighbors and Neighbois'Associa1ion; Inc..
Technical Assistance to Micro -Enterprises
$ . 82,500
Rafael Hernandez Housing & Econo tc Development Corp.
Technical Assistance to Commercial Facade
$ 27,500
City of Miami - Department of Comrrmunitp°°Development
Commercial Facade -Hard Costs
$ 487,500
Economic Development Reserves y 4' „
Economic Development Reserve Account
$ 1,268,716
Total:
$ 2,007,716
44 II -a.
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 "SUBRECIPIENT").
FUNDING SOURCE: Community Development Block Grant Funds
AMOUNT:
TERM OF TIIE AGREEA'IENT: 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.
PROJECT NUMBER:
ADDRESS:
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, •
the parties understand and agree as follows:
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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 Responsibility
Matters (Primary Covered Transactions Form),
Exhibit F. Crime Entity Affidavit
Exhibit G Insurance Requirements
1.2 DEFINED TERMS: As used herein the following terms shall mean:
Act or 24 CFR 570:
Agreement Records:
- . • • CDBG Program: •
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 or at the
direction of- the SUBRECIPIENT or any
subcontractor in carrying out the duties and
obligations required by the teams of this Agreement,
including, but notlimited to, financial books and
records, ledgers, drawings, maps, pamphlets,
designs, electronic. tapes, computer :drives ..and
diskettes or surveys. ,
CommunityDevelopment Block Grant Program.
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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 Depaitiuent 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 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...proj ected..
• milestones• and deadlines are a basis for measuring actual progress during the term
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4.
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
Agreement.
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Fozin 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 b.y 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:
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 carryout 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 Corrnnunity Development
Block Grant Sub -recipients ("Policies and Procedures Manual") as the official
dodument'wliicli-outlines the fiscal, .administrative and federal guidelines which
'shall regulate the dayto--day operations of.the SUBRECIPIENT. The Policies
and Procedures Manual is incorporated herein and made a part of this Agreement.
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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 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 iinmediately 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.
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ARTICLE IV
CDBG FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION:
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 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 SUBRECIPTFNT 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 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
continuedauthorization for CDBG Program activities, and is alsosubject 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
i:..-. ensure -compliance with the procedures.. Further the auditor .shall determine
whether the SUBRECIPIENT has complied with laws, regulations and the
provisions of this Agreement.
A reporting package shall be submitted within the earlier of thirty (30) days after
receipt of the auditor's report(s) or nine (9) months after the end of the audit
period. The reporting package will include the certified financial statements and
schedule of expenditures of Federal Awards; a summary schedule of prior audit
findings; the auditor's report and the corrective action plan. The auditor's report
shall include:
1. An opinion (or disclaimer of opinion) as to whether the financial statements.
are presented fairly in all material respects in conformity with 'generally
accepted principles and an opinion (or disclaimer of opinion) .as to whether the
schedule of expenditures of Federal Awards is presented fairly in all material
respects in .relation to the financial statements taken as a whole.
2. .A report on internal controls related to the financial statements and major
programs. This report shall 'describe the scope of testing of internal controls
and the results of the test, and, where applicable, refer to the separate schedule
of findings and questioned costs.
3. A report on compliance with laws, regulations, and the provisions of contracts
and/or this Agreement, noncompliance with which could have .a material
• effect on the financial statements. This report shall' also include an opinion (or
disclaimer•of opinion) as to whether the SUBRECIPIENT complied with the
laws; regulations,. and the provisions °of• contracts arid this Agreement which
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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 infoiniation
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.requ:irernents of the CDBG Program.
At.a ininiinum, the following records shall be zriaintained bythe SUBRECIPIENT:
Records providing a full description of each activity assisted with CDBG Funds,
including its location„ the amount of CDBG Funds budgeted, obligated and
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expended for the activity, and the specific provision in 24 CFR Subpart C of the
• CDBG Program regulations under which the activity is eligible.
6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set
forth in .24 CFR 570.208 of the CDBG Program regulations. Where information
on income by family size is required, the SUBRECIPIENT may substitute
evidence establishing that the person .assisted qualified under another program
having income qualification criteria at least as restrictive as that used in the
definitions of "low- and moderate -income person" and "low- and moderate -
income household" as set forth in 24 CFR 570.3; or, the SUBRECIPIENT may
substitute a copy of .a verifiable certification from the assisted person that his or
her family 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
IIITD'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 grid moderate iricoiii.e"pefsbia§ in excess of
51 percent, will.beundertaken by.the SUBRECIPIENT;
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(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 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..1.3Equal 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
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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 he • 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
Hof 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 SUBRECIP•IENT• shall include in all -the Department approved • subcontracts
used: to engage subcontractors to carry out any eligible substantive project or
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progralnniatic activities, as described in this Agreement and defined by the
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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 put of the
activities pursuant to the project, the activities and/or the Work Program or under
the tenns 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 Depaitunent 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 Departmenf shah have iuilithited rights to'all-books,
articles -or- other • copyrightable: materials . developed in the perfonnarice of this
Agreement. These rights include the right of royalty -free, nonexclusive, and
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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 cornmunications and reports
to the Depantrnent immediately upon such issuance, unless such disclosure would
be prohibited by' any such issuing agency.
6.4 MONITORING:
The SUBRECIP1hNT 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
tens 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 CITYstaff; • the SUBRECIPIENT 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 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 fonned, 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 SUBRECLPIENT 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 carryout each activity in compliance with all applicable federal laws and regulations
described therein.
•7..4: The..SUBRECIPIENT'shall cooperate. with .the..Departalent in informing 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 employrnent.
7.6 The SUBRECIPIENT shall use the fields 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.agreernent.
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),
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 perfonnance 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.
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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 sunder 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, CL)BG 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 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 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
PRO,GRAM.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
expirationitennination 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 sbe 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 perfonned 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 Willis .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 •complianoe.
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.loansfocal?e.,SUBRECLPIENT.....:.:... ....,.,;; . ,., .,
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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 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, orimprovement 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 tern 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 -document.
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 Depai li,ient will notify the SUBRECLPIENT 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
SUBREC.IPIENT. 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 Depaitiuent • determines, in its sole and absolute discretion, that the
,SUBRECIPIENT is non -compliant with any termor provisionsof 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
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, 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 ofthis
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 SUBRECIPIENT 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 part of the SUBRECIPIENT and/or any persons acting for or on its behalf, and froth 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 •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 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.
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10.7 CONFLICT OF INTEREST:
10.7.1 The SUBRECIPIENT covenants that no person under its employ who presently
exercises any functions or responsibilities in connection with CDBG Program
funded activities has any personal financial interest, direct or indirect, in this
Agreement. The SUBRECIPIENT further covenants, that in the perfoiuiance 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
sane.
: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
.SUBRECIPIENI' agrees and understands that the CITY has no obligation to renew this
Agreement.
•
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10.9 :ENTIRE AGREEMENT:
This instrument and itsattachments 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, 2nd Floor
Miami, Florida 33130
SUBRECIPIENT
I 1
[ 1
Miami, FL IZip 1
10.10.2 Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
• • • i•10.10:3 In the :event of conflict between the terms Ofthis and any terms or.•_._.•.'.
conditions `contained:.in .any • attached • documents, the terins in this Agreement
shall control.
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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 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 enterinto 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
information 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 all instances.
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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
Miami, FL {Zip °1
a State of Florida not -for -profit corporation
ATTEST:
By: By:
Name:
Title
CORPORATE SEAL
AT EST:
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
Risk Management City Attorney
Date
29
EXHIBIT B — WORK PROGRAM
TECHNICAL ASSISTANCE TO FOR -PROFIT BUSINESS FOR
JOB CREATION
1. 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 ineet 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
SUBRECIPTFNT was 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 perforce 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 Projectis completed or jobs are created as the project
progresse, 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 Prograth Directives.
.1.1... By signing below, the SUBRECIPIENT hereby acknowledges receipt of the City of
Miami Economic Development Activities Technical Assistance Program Policies and
Procedures Manual
SUBREC1PTFNT:•
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 Signature
(SEAL)
•
EXHIBIT C
COMPENSATION AND BUDGET SUMMARY
TECHNICAL ASSISTANCE TO FOR -PROFIT BUSINESSES
JOB CREATION
A. The CITY will compensate the SUBRECIPIENT on a performance 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 .$75.00 per verifiable hour. Verifiable hours of service related to
technical assistance are those hours of service provided by the SUBRECIPTFNT 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 of the National Objectives of creating a .Full Time •
Employment (FTE) for a low •or moderate income person will provide the
SUBRECIPIENT with a maximum of $35,000.00 in reimbursements of justifiable
expenditures based on the verifiable hours of service related to technical assistance and
documentation that a National Objective of creating a FTE has been attained.
The maximum total compensation for this Agreement shall be $
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 form 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 Depailuient.
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 hy the CITY at the tithe 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 fiinding 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
mustbe 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.
I. The SUBRECIPTFNT 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:
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 "SIJI3RECIPIENT").
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 (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:
1
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 Form
Exhibit E Certification Regarding Debarment, Suspension and other Responsibility
Matters (Primary Covered Transactions Form).
Exhibit F Crime Entity Affidavit
Exhibit G Insurance Requirements
1.2 DEFINED TERMS: As used herein the following terms shall mean:
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` sui veys.
:',. CDBG Program: • • .. Community. Development Block Grant Program.
•
2
CDBG Requirements: '
Department;
Federal Award:
Low- and -Moderate- Income
Person:
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 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, what, where and when of the project, and .in general
• detail how these activities will ensure_.tllat_,the intended beneficiaries_ will be
served.
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 o.f
the transactions contemplated hereby, all in a form satisfactory to the CITY.
2.11 ADA Certification.
2.12 Drug Free Certification.
2. ] 3 All other documents reasonably required by the.:CITY.....`._
ARTICLE III
TERMS AND PROCEDURES
3.1 'CITY AUTHORIZATION:
For the purpose of this Agreement, the Depaitiiient 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, 201.3, with .the City of
Miami retaining the option .to extend the term hereof for a period not to exceed one (I) 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,guidelineshich;:.:;
'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 TV
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 ,term hereof, the SUBRECIPIENT shall "maintain insurance _
acceptable to: the CITY. Prior to commencing any activity under this Agreement, the
,_ .r'SUBRECIPIENT:shall:-:furnish to the -CITY original certificates .of insurance indicating that the
6
• 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/tennination. 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 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'SUBRECTIENT 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 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
•
schedule of expenditures of Federal Awards is presented fairly in all material
respects in relation to thefinancial 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 opiriion) 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 SUBR.ECIPTFNT 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 SUBRECIPTENT 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 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 certifying qualification under another program having income
qualification criteria at least as restrictive as that used in the definitions of "Low
and Moderate -Income P.ersori" and "Low- and Moderate-lncoine Household" as
`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
10
not exceed the applicable income limit established in accordance with 24 CFR
570.3; Or, the SU$REGIPIENT•rnay 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
SUBRECIPIENT;
(iii) For each activity determined to benefit Low- and Moderate -Income
personsbecause 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
.ivorkers, for which the regulations provide presumptive benefit to.
Low- and Moderate -Income Persons; or -
11
(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 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.
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 prograixunatic 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 teu ns 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 Depaztalent 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" 'ekaiiiinations, 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
terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of
the SUBRECIPIENT. Following such inspection or interviews, the Department will deliver to
the .SUBRECIPIENT a report of its findings. The SUBRECIPIENT will rectify all deficiencies
cited by the Department within the specified period of time set forth in .the report or provide the
Department with a reasonable justification for not correcting the same. The Department will
determine in its sole and absolute discretion whether or not the SUBRECIPIENT's justification
is acceptable.
At the request of the CITY, the SUBRECIPIENT shall transmit to the CITY written
statements of the SUBRECIPIENT's official policies on specified issues relating to the
SUBRECIPIENT's activities. The CITY will carry out monitoring and evaluation activities,
including visits and observations by CITY staff The SUBRECIPIENT shall ensure the
cooperation of its employees and its Board members in .such .efforts. Any inconsistent,
incomplete, or inadequate information either received by the CITY or obtained through
--monitoring and evaluation by the CITY, shall constitute cause for the CITY to terminate this
Agreement.
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 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 methberships. 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 he promptly reported to the Depai Intent,
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 inadhering :to the provisions of this Agreerent. Representatives of the •
16
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 SUBRECIPIEN.T 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 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 individualshall,
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 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 P.art 84 (the revised
OMB Circular No. A-110). .
7.1.3. 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/tennination 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 xriail)'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 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)(3) of the
CDBG Program regulations.
The SUBRECFPIENT 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.
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 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 anyterm 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:
1' 1 ,1 • i t �� � ' `• ° ' •' F'• �• • • � • "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.
20
Notwithstanding any other provision of this Agreement, if the SUBREC[PIENT
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 orimproper 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:
21
9.2.4 The Department will notify the SUBRECIPIENT in writing of any action taken
pursuantto 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 SUBREC]PJENT pursuant to this Agreement.
9.3.2 Termination for Breach.
The Depai tl'lent may terminate this Agreement, in whole or in part, in the event
the Depat tutent determines, in its sole and absolute discretion, that the
SUBRECIPTFNT 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 agreement
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 SUBRECLPIENT, 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 Depai tnuent'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, attorriey'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. •Budgetmodifications 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 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 orsecure 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.
.,1.0:6 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 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 laves of the City of
Miami (City of Miami Code Chapter 2, Article V), Mianii-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.
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 notexpressly set forth in this Agreement are of no force or.effect.
.10.10 GENERAIXONDITIONS:
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 maybe 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, 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 bf breach of any provision of this Agreement .shall constitute a
waiver .of any subsequent breach of the salve or any other provision hereof,. and
no ,Waiver shall be effective unless made in writing.
26
:: f:,, •.
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 tenns and provisions .of this
Agreement shall remain unmodified .and in full force and effect.
10.11 INDEPENDENT CONTRACTOR: The SUBRECTPIENT 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 SUBRECTIENT • 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.
27 :.
•
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.
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
Agency
Address
Miami, FL
a State of Florida not -for -profit corporation
• ATTEST:
By: By:
Name: Date Name:
Title . Title:
CORPORATE SEAL
CITY OF MIAMI, a municipal
Corporation of the State of Florida
ATTEST:
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. Bra
Risk Management City Attorney
29
Date
• EXHIBIT B WORK PROGRAM
TECHNICAL ASSISTANCE TO .MICRO -ENTERPRISES
1. SUBRECIPIENT shall provide technical assistance to private for -profit businesses,
eligible under 570.201(o)(1)(ii).
2. 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.
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. SUBRECIPTFNT 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. Cop.Y of UCT6 -2State Urnemployinent'Return::::, _: ....:........,.;,;
iii . Copy of US- 941.-- Federal. Quarterly Payroll Tax Forms
1
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.
2. 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 forms and
documents needed for the payment and .disbursement process under the Micro -Enterprise
Assistance Program offered by the City of Miami.
5. 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 FI02.
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 Depai tinent.
2
8. The work°performed under this Work Program shall be subject to inspection and approval
by the City.
SUBRECIPIENT:
STATE OF FLORIDA
COUNTY OF
•
By:
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 Signature
(SEAL)
3
EXHIBIT C — COMPENSATION AND BUDGET SUMMARY
TECHNICAL ASSISTANCE TO MICRO-ENTERPIRSES
A, The CITY shall pay the SUBRECIPIENT, as maximum compensation for the services
a
required pursuant to this Agreemenththe 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 tem' of
this Agreement, ant 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 SUBRECIPIENT prior to the submission. All reimbursements must be in
line -item form 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 o.f 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.
' -‘ Requests - for 'payment should be made at least on a monthly basis • in a form provided by
.keimbursement requests should,. be. submitted to the CITY. -within thirty.
the�Departinent.,
(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
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 toas 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 (1) year, subject to extension of
Program availabilityand 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.:
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•L• obbying Form
1
it/it it 3
ill I
Exhibit E Certification Regarding Debarment, Suspension and other Responsibility
Matters (Primary Covered Transactions Form).
Exhibit F. .Crime •Entity'A.ffidavit . .
Exhibit G. Iiisaara ce Requirements
1.2 DEFINED TERMS: As used herein the following terms shall mean:
Act OR 24 •CFR 570: Title 1 of the Housing and Community
Development Act of 1974, as amended.
Agreement Records:
Any and all books, records, documents,
information, • data, papers, letters, 'materials, and
computerized or electronic storage data and media,
whether written, printed, computerized, electronic
or electrical, however collected or preserved which
is or was produced, developed, maintained,
completed, received or compiled by or at the
direction of the SUBRECIPIENT or any
subcontractor in carrying out the duties and
obligations required by the terms of this. Agreement,
including, but not limited to, financial books and
records, ledgers, drawings, maps, pamphlets,
designs, electronic tapes, computer drives and
diskettes or surveys.
CDBG Program: Community Development Block Grant Program.
CDBG Requirements:
The requirements contained in 24 CFR Part .570,
Rule 91 of the Florida Administrative Code and as
established by the City of Miami, Florida.
Department:• The City of .,Miarr r `Department• , of Community
Development.
2
Federal Award: Any federal funds received by the SUBRECIPIENT
from any source during the period of time in which
the SUBRECIPIENT is performing the obligations
set forth in this Agreement.
Low- and -Moderate- Income
Person:
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.
ti
L. ; "These projected :.milestones and deadlines. are a basis. for measuring actua
- • progress during the' term of this Agreement. These items shall be in sufficient
'detail to'provide ra sound basis for the CITY;to' effectivel'y`rioriitor perforliiance
by the SUBRECIPIENT under this Agreement.
3
• 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 i.n.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 inithis Agreement.
3.2 EFFECTIVE DATE AND TERM:
4
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 Prograrn•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 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
Agreemeit."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.
5
• 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 e*ecution 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 :arid • documentation of services to the CITY. Any payment made shall be
,. L !subject td reduction for athounts included in the related invoice which are. found by.the CITY, on.,
!= the •basis :of .such' `audit=2and' 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.
6
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 acceptconditions 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
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.
Iii 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,
or " ,= 'period:= -The=reporting package will include the certified financial statements and
'scheduler of 'expenditures of Federal Awards; . -a •suiiutiary schedule of prior :audit
findings; the -auditor's report and the corrective.action plan... The auditor's report
shall include:
7
1. An opinion (or disclaimer of opinion) as to whether the financial statements
are presented fairly in all material respects in confoiniity with generally
accepted principles and an opinion (or disclaimer of opinion) as to whether the
schedule: ofexpenditures 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 SUBRECIP FNT 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 theseparate 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
SUBRECIPLENT 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
firidaz gs;`such=as whether"ari audit .finding represents -an:isolated..,instance-or,a•-systemic.;•:.:.:
'problem. Where appropriate, instances ideritified shall be related to the universe and the
number of cases examined .and quantified in tenns'of dollar value:
8
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 infoauiation
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 SUBRECIP.IENT 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 infoiniation:
(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. •
„ (ri) • - For each •activity determined to benefit low- and moderate -income persons
based oh the area served by the activity, Only activities located in "census
c,iblOcks,with a percentage of low and moderate income persons in excess of• •
51 percent will be undertaken by the SUBRECIPIENT and report it• to the
CITY;
(iii) 'For eachactivity detemmned 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 faiui
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 measureby 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 irioderate=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.
10
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 SUBRECIPTENT 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 tetins" of'thia'Agreement, the Retention Period shall be extended until such
time as the threatened or pending litigation,` claiin or • audit is,' in the sole . and
t'absplute discretion of the Department fully, completely and finally resolved. .. .
11
,..:;.
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 Atany time, upon request by the Departinent, 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 SUBRECIPTFNT receives funds from, or is under regulatory control of
other governmental agencies, and those agencies issue monitoring reports,
regulatory examinations, or othersimilar reports, the SUBRECIPTFNT 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 pennit'the Department and other persons duly authorized by
the Depai Luent 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. •Follotiiing such inspection or interviews, 'the Department will. deliver to
the SUBRECIPIENT a report ofits 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
hir ,.)1. oi lDepartment<with a seasonable; justification for not correcting'the .same. The Departiiient will '
12
•
• sa't:!e .
determine in its sole and absolute discretion whether or not the SUBRECIPIENT's justification
is acceptable.
At the request 'df the :CITY, 'the SUBRECIPIENT shall transmit to the CITY written
statements of the SUBRECPIENT'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 SUBRECIPIFNT shall report to the Department the name, purpose for and any and
all other relevant infoiniation 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.
• ARTICLEVII
• OTHER CDBGPROGRAM 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 coriiply with all applicable provisions of 24` CFR Part 570
sand 'shall carry out each activity in compliance with all applicable federal laws and regulations
described therein.
,:: 1 '74"" '-The SUBRECIPIENPshall cooperate with the ,Deparfluent in informing the appropriate
citizen'participatiori Tstructures;'in'cluding 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.ofthe.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 conunercial 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 1.2372.
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 perfoiuiance 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 4010 incorporated herein.as part of this Agreement.
•' 7.12 "UNIFORM " ADMINISTRATIVE REQUIREMENTS: The ..SUBRECIPIENT .shall•
comply ivith•theYequireinent's'aind 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).
14
•
7.13 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION: If the
SUBRECIPIENT is or was created by a religious organization, the SUBRECIPIENT a.grees.that
all CDBG Funds disbursed'underrthis.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.andState, 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 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 A.greeiiient shall apply to `such activities:
,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.
15
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 andhow income has ,been utilized.
8.2 REPAYMENTS: Any interest or other return on the investment of the CDBG Funds
shall be remitted to the CITY on a monthly basis. Any CDBG Funds funded to the
SUBRECIPIENT that do not meet the eligibility requirements, as applicable, must be repaid to
the CITY.
ARTICLE IX
REMEDIES, SUSPENSION, TERMINATION •
.9.1 .... REMEDIES FOR NONCOMPLIANCE: The CITY retains , the right to terminate this
Agreement .at any time prior to the completion of the services required pursuant to this
Agreement without penalty to the CITY. In that event, notice of termination of this Agreement
shall be in writing to the SUBRECIPIENT, who shall be paid .for those services perfoinied 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 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 tenninate•the current.CDBG Funds- awarded to
the SUBRECIPIENT.
,Withhold further CDBG grants .and/or loans for the SUBRECIPIENT.
• • 9.115 Take all such other remedies that may be legally available. • • -
16
• 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 CIT ',an'amount equal to the current market value of any
real property, under. the S.UBRECIPIENT'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.
9.2A4 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 ndtifrcation 'will include 'the- reasons) 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+CITY4oes,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 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 SUBRECLPIENT'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 .ofbreaeh 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
•K `: :-;,hereof'are not intended to be, and shall not be, construed to limit the Department's
right to legal or equitable remedies.
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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, attomey'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 Departuient 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 pot be used by the SUBRECTIENT 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.
,':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.
V, n;,r apart; 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 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 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
SUBRECIPIENTT • 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
•ot-byregistered mail addressed to the other party at the address indicated herein
:: ` ' "' . - • ;: '.. oras 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
SUBRECIPIENT
10.10.2 Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
10.10.3 In the event of conflict between the terms of this Agreement and any terms of
•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 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 terns and provisions .of .this
- Agreement shall remain unmodified andiri full force and effect.'
1.0:11 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
�- crshall(no't attain anyrightscor'benefits under the Civil Service • or Pension -Ordinances of the CITY
21
• oranyrights 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
which a jury trial has been waived with any other .action. The provisions of this paragraph have
been fully discussed .by. the parties, hereeto,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: Date Name: Date
Title Title:
CORPORATE SEAL
CITY OF .MIAMI, a municipal
Corporation of the State of Florida
ATTEST:
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. Brix
Risk Management City Attorney
23
Date. , .
EXHIBIT B — WORK PROGRAM
COMMERCIAL 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 which the SUBRECIPIENT was funded.
3. The SUBRECIPIENT understands that eligible facade improvements include sighs,
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
® A minimum of facade .projects
• A minimum of 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
i. SUBRECIPIENT must submit a monthly report, which is due no later than the l Oth
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 SUBRECTIENT hereby acknowledges receipt of the Manual.
Name:
Agency:
2
•
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 $10,000.00 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 SUBRECIPIhNT's maximum compensation for facade projects is $
and the CITY will reimburse up to $ for the facade projects hard
costs. The CITY will not reimburse the SUBRBCIP I HNT 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.'
E. 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 followingthe expiration date or termination date of this Agreement in a form
_ _:ca<:. to .be provided by the Depart -hid -it. 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 Community 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
Mickens, Tania
From: Griffin, Monique on behalf of LegalServices
Sent: Thursday, March 01, 2012 9:35 AM
To: Mickens, Tania
Subject: FW: 304825/ Matter No. 11-2231
Tania,
FYI
From: Suarez -Rivas, Rafael
Sent: Wednesday, February 29, 2012 4:49 PM
To: LegalServices
Subject: FW: 304825/ Matter No. 11-2231
Please close. Thanks,.
From: Zamora, Olga
Sent: Wednesday, February 29, 2012 4:48 PM
To: Suarez -Rivas, Rafael; Gomez Jr., Francisco (Frank)
Cc: Griffin, Monique; Mickens, Tania; Kendrick Jr., Peter
Subject: RE: 304825/ Matter No. 11-2231
Rafael,
The prospective tenant has withdrawn its intent to use space in the Manuel Artime Theatre. As such, you may close this
matter ID. If and when he changes his plans, I will submit a new LSR.
Olga M. Zamora
Sr. Project Representative
Department of Public Facilities I Asset Management Division
444 SW 2 Avenue, 3rd Floor
Miami, Florida 33130-1910
Phone 305.416.1476
From: Suarez -Rivas, Rafael
Sent: Tuesday, February 28, 2012 10:51 AM
To: Zamora, Olga; Gomez Jr., Francisco (Frank)
Cc: Griffin, Monique; Mickens, Tania
Subject: 304825/ Matter No. 11-2231
Please not this file is mislabeled. The title should be Revocable License Agreement for space at Artime. It is not an office
space rental per se .
Rafael Suarez -Rivas, Assistant City Attorney
City of Miami Office of the City Attorney
Telephone: 305-416-1818
Facsimile: 305-416-1801
rsuarez-rivas@miamigov.com
Tania Mickens, Litigation Assistant, (305)416-1820
1
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