HomeMy WebLinkAbout25364AGREEMENT INFORMATION
AGREEMENT NUMBER
25364
NAME/TYPE OF AGREEMENT
CASA VALENTINA, INC.
DESCRIPTION
MUTUAL TERMINATION OF CDBG AGREEMENT/3173 MUNDY
ST & 3121 MUNDY ST, MIAMI FL 33133/MATTER ID: 23-
2476/#55
EFFECTIVE DATE
December 31, 2024
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
12/30/2024
DATE RECEIVED FROM ISSUING
DEPT.
12/30/2024
NOTE
a531Q4
MUTUAL TERMINATION OF
CDBG AGREEMENT
BY AND BETWEEN
THE CITY OF MIAMI, FLORIDAI
AND CASA VALENTINA, INC.
This TERMINATION AGREEMENT ("Agreement") is entered into on this 31 st day of
December, 2024, between the CITY OF MIAMI, a municipal corporation of the State of Florida
("City"), and CASA VALENTINA, INC., a Florida not for profit corporation ("Subrecipient").
The City and Casa Valentina may hereinafter also be individually referred to as a "Party" or
collectively as the "Parties."
WHEREAS, the City entered into a Community Development Block Grant ("CDBG")
Agreement dated March 16, 2022, but effective as of October 1, 2021, a copy of which is attached
hereto and incorporated herein as Exhibit "A" ("CDBG Grant"); and
WHEREAS, the Subrecipient was awarded CDBG Grant funds in an amount not to exceed
Four Hundred Forty Thousand Eight Hundred Forty -Six and 00/100 Dollars ($440,846.00) to
acquire properties for the purpose of developing no fewer than fifty (50) City -Assisted Units to be
occupied by eligible residents whose annual income is equal to or less than eighty percent (80%)
of area median income ("AMI") as published annually by the United States Department of Housing
and Urban Development ("HUD") for a period of no less than thirty (30) years ("Original
Project"); and
WHEREAS, the Subrecipient acquired properties located at 3173 Mundy Street, Miami,
Florida 33133 and 3121 Mundy Street, Miami, Florida 33133 ("Properties") as part of the Original
Project; and
WHEREAS, the Subrecipient is no longer able to complete the Original Project and has
agreed to transfer the Properties to DFI Mundy LLC, a Florida limited liability company ("DFI
Mundy"), in order for DFI Mundy develop an affordable housing project on the Properties; and
WHEREAS, the City, Subrecipient, and DFI Mundy have agreed to enter into a certain
ARPA Loan Assignment, Assumption and Consent Agreement of even date herewith (the "ARPA
Assignment") pursuant to which DFI Mundy shall assume certain other loan documents held by
the Subrecipient so that DFI Mundy can build an affordable housing Project on the Properties, but
DFI Mundy is unable to assume the CDBG Grant; and
WHEREAS, on October 29, 2024 the City's Housing and Commercial Loan Committee
("HCLC") approved the allocation of Miami For Everyone Program ("MFE") funds in the amount
of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) to DFI Mundy, which DFI
Mundy shall use to payoff the CDBG funds used by Subrecipient to purchase the Properties; and
WHEREAS, on September 12, 2024, the City Commission adopted Resolution No. R-24-
0346 approving the allocation of MFE funds to DFI Mundy, in accordance with the terms and
MIADOCS 29199641 2
conditions of the HCLC Memo, in the amount of Four Hundred Fifty Thousand and 00/100 Dollars
($450,000.00), which DFI Mundy shall use to payoff the CDBG funds used by Subrecipient to
purchase the Properties; and
WHEREAS, the City and DFI Mundy have entered into certain MFE Loan Documents of
even date herewith for DFI Mundy to receive the funds needed to payoff the CDBG funds used to
purchase the Properties; and
WHEREAS, the City acknowledges receipt of said MFE funds to payoff the CDBG funds;
and
WHEREAS, it is in the best interests of the Parties to terminate the CDBG Grant
Agreement.
NOW THEREFORE, in consideration of the mutual covenants and obligations herein
contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand
and agree as follows:
1. All of the above recitals are true and correct in all respects and are incorporated by
reference herein as though set forth in full herein.
2. Pursuant to the terms of the CDBG Grant, the Parties mutually agree to terminate and
release the other of each party's respective obligations, duties and/or liabilities under the
CDBG Grant.
3. Subrecipient unconditionally and irrevocably releases and forever discharges the City, its
Board of City Commissioners, its successors, assigns, agents, employees and attorneys
(collectively, the "Indemnitees") from all Claims, as defined below, and agrees to
indemnify Indemnitees and hold them harmless from any and all claims, losses, causes of
action, costs and expenses of every kind or character in connection with the Claims or the
execution of this Agreement. As used in this Agreement, the term "Claims" shall mean any
and all possible claims, demands, actions, costs, expenses and liabilities whatsoever,
known or unknown, at law or in equity, originating in whole or in part, on or before the
date of this Agreement, which the Subrecipient, or any of the respective partners, members,
managers, officers, directors, agents or employees, may now or hereafter have against the
Indemnitees, if any, and irrespective of whether any such Claims arise out of contract, tort,
violation of laws or regulations, or otherwise in connection with any of the CDBG Grant,
including, without limitation, any contracting for, charging, taking, reserving, collecting or
receiving interest in excess of the highest lawful rate applicable thereto and any loss, cost
or damage, of any kind or character, arising out of or in any way connected with or in any
way resulting from the acts, actions or omissions of Indemnitees. Subrecipient agrees that
the City has no fiduciary or similar obligations to Subrecipient and that their relationship
is strictly that of grantor and grantee. This release is accepted by the City pursuant to this
Agreement and shall not be construed as an admission of liability on the part of the City.
Notwithstanding the foregoing, this Section 3 shall not apply to any Claims, losses, causes
MIADOCS 29199641 2
or action, costs or expenses that arise out of any of the Indemnitees' gross negligence or
willful misconduct.
4. As of the effective date of this Agreement, Subrecipient is and shall be forever released
from any and all liabilities, obligations and/or duties for repayment of the CDBG Grant
and all other liabilities, obligations and/or duties evidenced or secured by the CDBG Grant.
5. Subrecipient's representations and warranties contained in this Agreement, and all other
related agreements, documents, and instruments necessary to effectuate this Agreement,
are true and correct in all material respects as of the date hereof, with the same effect as
though such representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date), subject to the
qualification that any representations and warranties are subject to the terms set forth in
this Agreement and the APRAAssignment.
6. The Subrecipient has received copies of, and has been afforded ample opportunity to
review, all of the documents relevant to this Agreement, and all other related agreements,
documents, and instruments related to or necessary to effectuate this Agreement.
Subrecipient has also been afforded ample opportunity to seek the advice of independent
legal counsel prior to the execution of this Agreement and any other agreements,
instruments, or documents required by or in furtherance of this Agreement.
7. The Subrecipient confirms and certifies that it is not in violation of Section 787.06, Florida
Statutes, and that it does not and shall not use "coercion" for labor or services as defined
in Section 787.06, Florida Statutes. The Subrecipient shall execute and submit to the City
an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida
Statutes, attached an incorporated herein as Exhibit "B." If the Subrecipient fails to comply
with the terms of this Section, the City may suspend or terminate this Agreement
immediately, without prior notice, and in no event shall the City be liable to Subrecipient
for any additional compensation or for any consequential or incidental damages.
8. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida,
excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant
to a dispute under this Agreement must be brought in a court of competent jurisdiction in
Miami -Dade County and no other venue. All meetings to resolve said dispute, including
voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will
take place in this venue. The Parties both waive any defense that venue in Miami -Dade
County is not convenient. In the event litigation, arbitration, or mediation, between the
Parties hereto, arises out of the terms of this Agreement, each Party shall be responsible for
its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate
proceedings, and including any final settlement or judgment.
MIADOCS 29199641 2
9. If any provision of this Agreement is adjudicated to be invalid, illegal or unenforceable, in
whole or in part, it will be deemed omitted to that extent and all other provisions of this
Agreement will remain in full force and effect.
10. No amendment, change, or modification of this Agreement shall be valid unless the same
is in writing, signed by all Parties hereto.
11. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective heirs, legal representatives, successors and assigns, provided, however, that
Subrecipient shall not assign this Agreement, or any of their respective rights, interests,
duties or obligations hereunder or thereunder in whole or in part without the prior written
consent of the City, which may be withheld in the City's sole discretion, and that any such
assignment (whether voluntary or by operation of law) without said consent shall be void.
12. This Agreement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The Parties shall be entitled to sign and transmit an electronic
signature of this Agreement (whether by facsimile, PDF or other email transmission),
which signature shall be binding on the Party whose name is contained therein. Any Party
providing an electronic signature agrees to promptly execute and deliver to the other Parties
an original signed Agreement upon request.
13. Neither this Agreement nor any provision hereof may be waived, modified, amended,
discharged, or terminated except by an instrument in writing signed by the Party against
which the enforcement of such waiver, modification, amendment, discharge or termination
is sought, and then only to the extent set forth in such instrument.
14. This Agreement represents the final agreement between the Parties and may not be
contradicted by evidence or prior, contemporaneous or subsequent oral agreements. There
are no unwritten agreements between the Parties.
[Signature Page Follows]
[Remainder of page intentionally left blank]
MIADOCS 29199641 2
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives on the day and year first written above.
ATTEST:
Todd H
City Cle k
Date: . 30
APPROVED TO A SURANCE
REQUIRE NT
Ann -Marie S a e
Director of ' isk Management
APPROVED AS TO
DEPARTMENTAL REQUIREMENTS:
By:
Victor T. Turner
Director of the Department of Housing and
Community Development
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
CITY:
CITY OF MIAMI,
a municipal corporation of the State of Florida
By: +tov7 beL..//d.
Arthur Noriega V
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
George. Wysong III
City Attorney YEA
ACKNOWLEDGMENT
The foregoing instrument was acknowledged befDre/6511
n e
notarization, this day of December, 2024 b
Florida municipal corporationt-le i
identification.
EDITH MCCRAY
Notary Public - State of Florida
Commission a HH 471900
My Comm. Expires Dec 10, 2027
Bonded through National Notary Assn.
byr,mrir s of 11"phys'cal presence or O online
as Cif anager of City of Miami, a
to me or has produced
aco\ mom- r6
Print Nagle: v
Notary Public, State of Florida at
as
WITNESSES
Print Name: M/i12 7 6,4-ri
Print Name: `y-QA(W. A A. g.,c721no
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
SUBRECIPIENT:
CASA VALENTINA, INC, a
Florida not for profit corporation
ACKNOWLEDGEMENT
Janice Graham, as Executive Director
�/ `M
The foregoing instrument was acknowledged before me by means of I>ri physical presence or 0 online notarization, this a! day
of December, 2024 by Janice Graham, as Executive Director of Cassa Valentina, Inc., a Florida not -for -profit corporation. She is
personally known to me or has produced FL bm... ,,,.t as identification.
(NOTARY PUBLIC SEAL)
Signat re of Person Tak ng Acknowl• ent
(Printed, Typed, or Stamped Name of Notary Public)
Title or Rank
MARTAGUTIERREZ
* st s * Commission # HH 304028
Expires September 15, 2026
MIADOCS 291996412
EXHIBIT A
Community Development Block Grant ("CDBG") Agreement dated March 16, 2022
MIADOCS 29199641 2
DocuSign Envelope ID: 753G5405-9153.4523-A572-478603D878F3
CITY OF MIAMI, FLORIDA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
COMMUNITY DEVELOPMMIIENT'BLOCK GRANT ("CDBG")
AGREEMENT
This Agreement (hereinafter the "Agreement") is entered into this day of
20between the City of Miami, a municipal corporation of the State of
Florida (hereinafter the "CITY"), & Casa Valentina, Inc.
a Florida not for profit corporation (hereinafter referred to as the "SUBRECIPIENT").
FUNDING SOURCE:
CFDA # (reapplicable):
AMOUNT:
TERM OF AGREEMENT:
PROJECT NUMBER:
DUNS® NUMBER:
AGENCY'S ADDRESS:
CommunIty Development Block Grant (CDBG) -
CDBG 14.218
$ 440,846.00
Effective date of this agreement is October 1, 2021
to September 30, 2022
2103 Coral Way
Miami, FL 33145
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:
20E6,1 1
DocuSlgn Envelope ID: 753C54D5-9153.4523-A572-478563D876F3
Exhibit A
Exhibit B
Exhibit C..
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Corporate Resolution Authorizing Execution of this Agreement
Work Program.
.Compensation and Budget Summary
Certification Regarding Lobbying Form
Certification Regarding Debarment, Suspension and other
Responsibility Matters (Primary Covered Transactions Form)
Crime Entity Affidavit
Insurance Requirements
1.2 DEFINED TERMS. As used herein the following terms shall mean:
Act OR 24 CFR 570:
Agreement Records:
CDBG Program:
CDBG Requirements:
Department:
Federal Award:
National Objective:
Low -and -Moderate
Income Person:
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 SUBRECIP1ENT or any subcontractor in carrying out the duties and
obligations required by the terms of this Agreement, including, but not
limited to, financial books and records, ledgers, drawings, maps,
pamphlets, designs, electronic tapes, computer drives and diskettes, or
surveys.
Community Development Block Grant Program.
The requirements contained in 24 CFR 570, Rule 91 of the Florida
Administrative Code and as established by the City of Miami, Florida.
The City of Miami Department of Housing
& Cotnmunity Development.
Any federal funds received by the SUBRECIPIEN'T from any source
during the period of time in which the SUBRECIPIENT is performing
the obligations set forth in this Agreement.
All Activities funded with CDBG funds must meet one of the CDBG
program's National Objectives: benefit low and moderate -income
persons; aid in the prevention of slums or blight; or meet community
development needs having a particular urgency, as defined in 24 CFR
570.20a.
A member of a low- or moderate -income household whose
income is within specific income levels set forth. by U,S. HUD,
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DowSign Envelope ID: 753C54D5-9153-4B23-R572-478583D879F3
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 desoribe the activities to be carried out as
a result of the expenditure of CDBG Funds. Where appropriate it should list
measurable objectives, define the who, what, where and when of the project, and in
general detail how these activities will ensure that the intended beneficiaries will
be served.
2.1.2 The schedule of activities and measurable objectives play an essential role in the
grant management system. The schedule should provide projected milestones and
deadlines for the accomplishment of tasks in carrying out the Work Program. These
projected milestones and deadlines are a basis for measuring actual progress during
the term of this Agreement. These items shall be in sufficient detail to provide a
sound basis for • the CITY to effectively monitor performance by the
SUBRECIPIENT under this Agreement.
2.1.3 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.
2.2 The Budget Sumrnary attached hereto as Exhibit "C", including the SUBRECIPIENT's
Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule (as
applicable), and a copy of all subcontracts.
2.3 A list of the SUBRECIPIENT's present officers and members of the Board (navies,
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.
2016.1 3
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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 (as applicable).
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Forma 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 foim satisfactory to the CITY.
2.11 ADA Certification,
2.12 Drug Free Certification.
2.13 All other doouunents reasonably required by the CITY,
ARTICLE III
'TERMS AND PROCEDURES
3.1 CITY AUTHORIZATION. For the purpose o f this Agreement, the Department will act on
behalf of the CITY in the fiscal control, programmatic monitoring and modification of this
Agreement, except as otherwise provided in this Agreement.
3.2 EFFECTIVEDATE AND TERM:
The Effective date of this agreement is October 1., 2021 to September 30, 2022
3.3 OBLIGATIONS OF SUBREC1PIENT. 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 HUI) and the C1TY.
3.4 POLICIES AND PROCEDURES MANUAL. This Agreement is subject to the current
Federal regulations as may be amended. The SUBRECIPIENT is aware of and accepts the Policies
and Procedures Manual for Community Development Block Grant as the official document which
outlines the fiscal, administrative and federal guidelines which shall regulate the day-to-day
operations of the SUBREC1PIENT. The Policies and Procedures Manual for Community
Development Block Grant is incorporated herein and made part of this Agreement, The City of
Miamireserves the right to update this Policies and Procedures Manual via Program.
Directives. These Program Directives and updated versions of this Policies and Procedures
Manual shall be incorporated and made a part of this Agreement.
3.5 LEVEL OF SERVICE. Should start-up time for the Work Program be required or in the
event of the occurrence of any delays in the activities thereunder, the SUBRECIPIENT shall
irnanediately 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
2016.1
4.
DoauSign Envelope lD: 753C5405-9153-4B23A572-478663DB76F3
Agreement, Any activities funded through or as a result of this Agreement shall not result in the
displacement of employed workers (to the extent applicable), impair existing agreements for
services or activities, or result in the substitution of Binds allocated under this Agreement for other
funds in connection with work which would have been performed in the absence of this
Agreement,
ARTICLE IV
FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION. The amount of compensation payable by the CITY to the
SUBRECIPTBNT 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,
and incorporated into this Agreement,
4.3 FINANCIAL, ACCOUNTABILITY, The CITY reserves the right to audit the records of
the SUBRECIPIENT at any time during the performance of this Agreement and for a period of
five (5) years after its expiration/termination. The SUBRECIPIENT agrees to provide all financial
and other applicable records and docuunentation of services to the CITY, Any payment made shall
be subject to reduction for amounts included in the related invoice which axe 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.
ARTICLE V
AUDIT REQUIREMENTS
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 $750,000 or more in federal funds during its fiscal
year, it shall have a Single or a Program -Specific Audit conducted for that year,
2016.1 5
DocuSIpn Envelope ID: 753C5405-9183-4823-A572-478563D876F3
Such Audit must be conducted in accordance with General Accepted Government
Auditing Standards (GAGAS.)
a) Single Audit. A single audit must be conducted in accordance with. 2 CFR
200.514 "Scope of Audit", except when the SUBRECIPIENT elects to have a
Program -Specific Audit conducted in acoordance with paragraph b) of this
section.
b) Program -Specific Audit. When a SUBRECIPIENT expends federal awards
under only one federal program and the federal program's statutes, regulations,
or the terms and conditions of the federal award do not require a financial
statement audit of the SUBRECIPIENT, the SUBRECIPIENT may elect to
have a Program -Specific Audit conducted in accordance with 2 CFR 200.507
"Program -,Specific Audits".
The auditor must:
(i) Perform an audit of the financial statements) for the Federal program
in accordance to GAGAS;
(ii) Obtain an understanding of internal controls and perform tests of
internal controls over the Federal program consistent with the
requirements of 2 CFR 200.514(c) to ensure compliance with
procedures;
(iii) Perforna procedures to determine whether the SUBRECIPIENT has
complied with Federal statutes, regulations, and the terms and
conditions of Federal awards that could have a direct and material effect
on the Federal program consistent with the requirements of 2 CFR
200.5 14(d).
(iv) Follow up on prior audit findings, perform procedures to assess the
reasonableness of the summary schedule of prior audit findings
prepared by the SUBRECIPIENT in accordance with the requirements
of 2 CFR 200.511 "Audit findings follow-up", and report, as a current
year audit finding, when the auditor concludes that the summary
schedule of prior audit findings materially misrepresents the status of
any prior audit finding; and
(v) Report any audit findings consistent with the requirements of 2 CFR
200.516 "Audit findings".
The auditor's report(s) must state that the audit was conducted in accordance
with this 2 CFR 200.507 "Program -Specific Audits" and include the following:
(i) An opinion (or disclaimer of opinion) as to whether the financial
statement(s) of the Federal program is presented fairly in all material
respects in accordance with the stated accounting policies;
(ii) A report on internal control related to the Federal program, which must
describe the scope of testing of internal control and the results of the
tests;
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DocuSign Envelope ID: 753C54D5-9153.4B23-A572-478563D876F3
(iii) A report on coinplianee which includes an opinion (or disclaimer of
opinion) as to whether the SUBRECIPIENT complied with laws,
regulations, and the terms and conditions of Federal awards which could
have a direct and material effect on the Federal program; and
(iv) A schedule of findings and questioned costs for the Federal program
that includes a summary of the auditor's results relative to the Federal
program in a format consistent with 2 CFR 200.515 "Audit reporting",
paragraph (d)(1) and findings and questioned costs consistent with the
requirements of 2 CFR 200.515 "Audit reporting", paragraph (d)(3).
5.1.2 If the SUBRECIPIENT expends less than $750,000 in federal funds during its fiscal
year, it is exempted from federal audit requirements for that year and consequently
the audit cost is not a reimbursable expense. The CITY, however, may request the
SUBRECIPIENT to have a limited scope audit for monitoring purposes, These
Limited scope audits will be paid for and arranged by the CITY and address only
one or more of the following types of compliance requirements: activities allowed
or unallowed; allowable costs/cost principles; eligibility; matching, level of effort,
earmarking; and, reporting.
All reports presented to the CITY shall, where applicable, include sufficient information
to provide a proper perspective for judging the prevalence and consequences of the
findings, such as whether an audit finding represents an isolated instance or a systemic
problem. Where appropriate, instances identified shall be related to the universe and the
number of cases examined and quantified in terms of dollar value.
ARTICLE VI
RECORDS AND REPORTS
6.1 The SUBRECIPIENT shall establish and maintain sufficient records to enable the CITY
to determine whether the SUBRECIPIENT has met the requirements of the CDBG Program.
At a minimum, the following records shall be maintained by the SUBRECIPIENT:
6,1,1 Records providing a fu11 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 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
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Doou5lgn Envelope ID: 763C54D5-9183-4B23-A572-478563D876r3
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 information:
(1) 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 which benefits are available to all residents in a particular
area, at least 51 percent of those residents must be low -and -moderate
income persons. Such area needs not be coterminous with census tracts or
other officially recognized boundaries, but must be the entire area served by
the activity. An activity that serves an area that is not primarily residential
in character shall not qualify under this criterion.
(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 farm
workers for which the regulations provide presumptive benefit to
low- and moderate -income persons; or
b) Documentation describing how the nature and, if applicable, the
location of the facility or service establishes that it is used
predominantly by low- and moderate -income persons; or
c) Data showing the size and annual income of the family of each
person receiving the benefit,
6.1.3 Equal Opportunity Records containing:
(i)
Data on the extent to which each racial and ethnic group and single -headed
households (by gender of household head) have applied for, participated in,
or benefited from, any program or activity funded in whole or in part with
CDBG Funds. Such information shall be used only as a basis for further
investigation relating to compliance with any requirement to attain or
maintain any particular statistical measure by race, ethnicity, or gender in
covered programs.
(ii) Documentation of actions undertaken to meet the requirements of Section
3 of the Housing and Urban Development Act of 1968, as ainended (12
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U.S.C. 1701U) relative to the hiring and training of low and very low
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.
6.1,5 Records required to be maintained in accordance with other applicable laws and
regulations set forth in 24 CFR 570 Subpart K.
6.2 RETTLNTION 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 570.506, 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 carryout any eligible substantive project or
programmatic activities, as described in this Agreement and defined by the
Department, each of the record -keeping and audit requirements detailed in this
Agreement. The Department shall, in its sole discretion, determine when services
are eligible substantive project and/or programmatic activities and subject to the
audit and record -keeping requirements described in this Agreement.
6.2.3 If the CITY or the SUBRECIPIENT has received or given notice of any kind
indicating any threatened or pending litigation, claim or audit arising out of the
activities pursuant to the project, the activities and/or the Work Program or under
the terms of this Agreement, the Retention Period shall be extended until such time
as the threatened or pending litigation, claim or audit is, in the sole and absolute
discretion of the Department fully, completely and finally resolved.
6.2.4 The SUBRECIPIENT shall notify the Department in writing, both during the term
of this Agreement and after its expiration/termination as part of the final closeout
procedure, of the address where all Agreement Records will be retained.
6.2,5 The SUBRECIPIENT shall obtain the prior written consent of the Department for
the disposal of any Agreement Records within one year after the expiration of the
Retention Period.
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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
becotne the property of the Department without restriction, reservation, or
limitation on their use. The Department shall have unlimited rights to all books,
articles, or other copyrightable materials developed in the performance of this
Agreement. These rights include the right of royalty -free, nonexclusive, and
irrevocable license to reproduce, publish, or otherwise use, and to authorize others
to use the Work Program for public purposes.
6,3.2 If the SUBRECIPIENT receives funds from, or is under regulatory control of, other
governmental agencies, and those agencies issue monitoring reports, regulatory
examinations, or other similar reports, the SUBRECIPIENT shall provide a copy
of each such report and any follow-up communications and reports to the
Department immediately upon such issuance, unless such disclosure would be
prohibited by any such issuing agency,
6.4 MONITORING. The SUBRECIPIENT shall permit the Department and other persons duly
authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of
the SUBRECIPIENT whieh 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
deternnine, 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 SUBRECIPTENT'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
coznstitute cause for the CITY to terminate this Agreement,
6.5 RELATED PARTIES. 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. Upon forming the relationship or if already formed, before of at the time
of execution of this Agreement, the SUBRECIPIENT shall report such. relationship to the
Department. Any supplemental information shall be promptly reported to the Department. 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.
6.6 PROGRESS REPORTS, The SUBRECIPIENT shall submit to the CITY, on a quarterly
basis, a Work Program Status Report.
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ARTICLE Vil
OTIIER CDBG REMENTS
7.1 The SUBRECIPIENT shall maintain current documentation that its activities are CDBG
eligible in accordance with 24 CFR 570.201(e).
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 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
SUBRECIUENT 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 extent possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.6 NON-DISCRIMINATION, The SU13RECIPIENT shall not discriminate on the basis of
race, color, national origin, se; religion, age, marital or family status or handicap in connection
with the activities and/or the Work Program or its performance under this Agreement.
Furthermore, the SUBRECIPIENT agrees that no otherwise qualified individual shall, solely by
reason of his/her race, sex, color, creed, national origin, age, marital status or handicap, be
excluded from the participation in, be denied benefits of, or be subjected to discrimination under
any program or activity receiving federal financial assistance.
7.7 The SUBRECIPIENT shall carry out its Work Program in compliance with all federal laws
and regulations, including those described in 24 CFR 570 . Subpart K, ("Other Program
Requirements") of the CDBG Program regulations.
7,8 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.
7.9 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S, HUD
Form 4010 incorporated herein as part of this Agreement.
7.10 UNIFORM ADMINISTRATIVE REQUIREIVIENTS. The SUBRECIPIENT shall comply
with the requirements and standards of 2 CFR 200, "Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards", as set forth under Subpart D—"Post
Federal Award Requirements" and Subpart B—"Cost Principles."
7.11 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the
SUBRECIPIENT is or was created by a religious organization, the SUBRECIPIENT agrees that
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all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions,
and limitations of 24 CFR 570.2000),
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, The SUBRECIPIENT shall comply with those requirements and prohibitions
when entering into subcontracts.
7.12 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the
SUBRECIPIENT must transfer to the CITY any unused CDBG Ftuids at the time of
expiration/termination and any accounts receivable attributable to the use of CDBCf Funds,
7.13 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 fails to comply with the terms of
this Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR
85.43, as set forth more fully below in Article IX. of this Agreement.
7.14 The SUBRECIP1ENT shall not assume the CITY's environmental responsibilities
described at 24 CFR 570.604 of the CDBG Program regulations nor the CITY's responsibility for
initiating the review process under Executive Order 12372.
7.15 USE Ole FUNDS FOR LOBBYING PROHIBITED, The expenditure of Agreement funds
for the purpose of lobbying the Legislature, judicial branch, or a state agency are expressly
prohibited.
ARTICLE VIII
PROGRAM INCOME
2 CFR 200.307
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 bepaid to the CITY, as required by 24 CFR 570,503(b)(8) of the CDBG Program regulations.
The SUBRECIPIENT shall submit to the CITY, if applicable, a Program Income Report on a
quarterly basis, The Program Income Report shall identify CDBG activities in which income was
derived and how ineornc has been utilized.
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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
2 CFR 200.338 and 200,339
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 SUBRJ3CIPIENT is
in. default, the CITY shall not be obligated and shall not pay to the SUBRECIPIENT any sum
whatsoever.
If the SUBRECIPIENT fails to comply with any terns 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 eoDnplia ee.
9.1.3 Wholly or partially suspend or terminate the current CDBG Funds awarded to the
SUBRECIPIENT.
9.1.4 Withhold further CDBG grants and/or loans for the SUBRECIPIENT.
9.1.5 Take all such other remedies that may be legally available.
Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT fails to comply.
with any tern 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.
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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 SUBRECi1'IENT 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 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 niay at any time suspend the SUBRECIPIENT's authority to
obligate funds, withhold payments, or both.
9.2.3 The. actions described in paragraphs 9.2.1 and 9.2,2 above may be applied to all or
any part of the activities funded by this Agreement.
9,2.4 The Department will notify the SUBRECIPIENT in writing of any action taken
pursuant to this Article, by certified mail, return receipt requested; or by in person
delivery with proof of delivery. The notifidation will include the reason(s) for such
action, any conditions relating to the action taken, and the necessary corrective
action(s).
9.3 '1RMINATION.
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 (2A)
hours prior notice in writing to the SUBRECIPIENT. Said notice s1ifl11 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 not 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
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obligation of any kind or nature whatsoever of the SUBRECIPIENT to the CITY,
direct or contingent, whether now or hereafter due, existing, created or arising.
9.3.3 Unless the SUBRECIPIENT's breach is waived by the Department in writing, the
Department may, by written notice to the SUBRECIPIENT, terminate this
Agreement upon not less than twenty-four (24) hours prior written notice. Said
notice shall be delivered by certified mail, return receipt requested, or by in person
delivery with proof of delivery. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any other breach and shall not be
construed to be a modification of the terms of this Agreement. The provisions
hereof are not intended to be, and shall not be, construed to limit the Department's
right to legal or equitable remedies.
ARTICLE X
MISCELLANEQUS vapyisioN
10.1 INDEMNIFICATION, The Sub -recipient shall indemnify, holcl harmless, and defend the
City, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments,
and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the
negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Sub -
recipient and persons employed or utilized by Sub -recipient in the perfornnanoe of this Contract.
Sub -recipient shall, further, hold the City, its officials and/or employees, harmless for, and defend
the City, its officials and/or employees against, any civil actions, statutory or similar claims,
injuries or damages arising or resulting from the permitted work, even if it is alleged that the City,
its officials and/or employees were negligent. These indemnifications shall survive the term of this
Contract. In the event that any action or proceeding is brought against the City by reason of any
such claim or demand, the Sub -recipient shall, upon written notice from the City, resist and defend
such action or proceeding by counsel satisfactory to the City. The Sub -recipient expressly
understands and agrees that any insurance protection required by this Agreement or otherwise
provided by the Sub -recipient shall in no way limit the responsibility to indemnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
The indemnification provided above shall obligate the Sub -recipient to defend, at its own expense,
to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense,
at the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City whether performed by the Sub -recipient, or
persons employed or utilized by Sub -recipient.
This indemnity will survive the cancellation or expiration of'the Agreement. This indemnity will
be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as
applicable.
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The Sub -recipient shall require all Sub -contractor agreements to include a provision that they will
indemnify the City.
The Sub -recipient agrees and recognizes that the City shall not be held liable or responsible for
any claims which may result from any actions or omissions of the SUB -RECIPIENT in which the
City participated either through review or concurrence of the Sub -recipient's actions. In reviewing,
approving or rejecting any submissions by the Sub -recipient or other acts of the Sub -recipient, the
City in no way assumes or shares any responsibility or liability of the Sub -recipient or Sub -Sub -
recipient under this Agreements.
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.
10.7 CONFLICT OF INTEREST.
10.7,1 The SUBRECIPIENT covenants that no person under its employ who presently
exercises any functions or responsibilities in connection with CDBG Program
funded activities has any personal financial interest, direct or indirect, in this
Agreement. The SUBRECIPIENT further covenants that, in the performance of
this Agreement, no person having such a conflicting interest shall be employed.
Any such interest on the part of the SUBRECIPIENT or its employees must be
disclosed in writing to the CITY.
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10.7.2 The SUBRECIPIENT is aware of the convict of interest laws of the City of Miami
(City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County
Code Section 2-1 1-1), the State of Florida (Chapter 112, Florida Statutes), and 24
CFR 570.611 and agrees that it shall comply in all respects with the terms of the
same.
10.7.3 In all other cases, the SUBRECIPIENT shall comply with the standards contained
within 24 CFR 570.611
10.8 PROCUREMENT. The SUBRECIPIENT shall comply with the standards contained
within 2 CFR 200 Subpart D, "Post Federal Award Requirements,"
10.9 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.
10.10 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.
10.11 GENERAL CONDITIONS:
10.11.1 All notices or other communications which shall or maybe 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 Housing & Community Development
One Flagler Building
14 NE 19t Avenue, Second Floor
Miami, Florida 33132
SUBRECIPIENT
Atten#ion Janice•Gra aim, Executive DireCto
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10.11.2 Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
10.11.3 In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached documents, the tenns in this Agreement shall
control.
10.11.4 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 rnade in writing.
19.11.5 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 hi 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.
10.12 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.
10.13 SUCCESSORS AND ASSIGNS, This Agreement shall be binding upon the parties hereto,
and their respective heirs, executors, legal representatives, successors, and assigns.
10.14 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
this 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.
10.15 WAIVER OF JURY TRIAL. Neither the SUBRECIPIENT, nor any assignee, successor,
heir or personal representative of the SUBRECIPIENT, 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 an.y of them, Neither the SUBRECIPIENT, nor any
other person or entity will seek to consolidate any such action in which a jury trial has been waived
with any other action. The provisions of this paragraph have been fully discussed by the parties
hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement
has in any manner agreed with or represented to any other party that the provisions of this
paragraph will not be fully enforced in all instances.
10.16 CLOSE OUT. When the City determines that all required work under the Agreement has
been completed or upon the expiration or termination of the SUBRECIPIENT Agreement, the
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CITY shall require the SUBRECIPIENT to provide final versions of all financial, performance,
and other reports. These reports may include, but are not limited to:
• A final performance or progress report.
A financial status report (including all program income).
a A final request for payment.
■ A final inventory of property ixn the SUBRECIPIENTs possession that was acquired or
improved with CDBG funds.
10.17 COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be
executed in any number of counterparts, each of which so executed shall be deemed to be an
original, and such counterparts shall together constitute but one and the same Agreement. The
parties shall be entitled to sign and transmit an electronic signature of tbis Agreement (whether by
facsimile, PDF or other email transmission), which signature shall be binding on the party whose
name is contained therein. Any party providing an electronic signature agrees to promptly execute
and deliver_to the other parties an original signed Agreement upon request.
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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.
SUBRECIPNENT
asa Valenti a .
210 Cora
1viaini,.Ft_3345
a Florida not -for -profit corporation
AUTHORIZED REPRESENTATIVE: ATTEST:
2/16/2022 1 3:05:38 PM EST
Stukrat, Law
Name: Sharon Langer Date:
"'Nittme: Janice M. Graham Date: 02/25/22
Title: Chairperson, Board of Directors Title: Executive Director
Corporate Seal:
CITY OF MIAMI, a municipal
Corporation of the State of Florida
Arthur riegi V
City Manager
Date:
Al. '1'EST:
Todd B. Hannon
City Clerk
„.gl,t‘eL.) ( to...<1...
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS
Gomez,
m e Digitally signed by
17 • Gomez, Frank
Frank .,,Mate:2022,02,17
yr 08:07:04-05'00'
Ante Marie Sharpe
Risk Management
2QIbJ
Date:
20
CORRECTNESS:
Viet ria Mendez ') Date:
City Attorney
3/3/22
RFA #21-2101K
CASAVALENTINA
PROVIDING AT -RISK AND FORMER FOSTER CARE YOUTH WITH SAFE, AFFORDABLE HOUSING,
LIFE SKILLS, AND CONTINUED SUPPORT SO THAT THEY ACHIEVE AND MAINTAIN SELF-SUFFICIENCY.
CORPORATE RESOLUTION
Casa Valentina, Inc.
2703 Coral Way, 2° Floor
Miami, FL 33745
I, Janice M. Graham, Executive Director of Casa Valentina, Inc., hereby certify
that the above -named corporation organized, under the laws of the State of
Florida, with the FEIN 20-4647939, authorizes Sharon Langer, Chairman of the
Board of Casa Valentina, to conduct business with, and sign documents for
the execution of the CDBG funds with the City of Miami Housing Authority.
This document is for the period of January 2022 to December 2022.
The above resolution was presented to the executive committee of the Board
of Directors of Casa Valentina, Inc.
Janice M. Graham is authorized to execute and sign this document.
Janice M. Graham
Executive Director
2103 CORAL WAY, 2N0 FLOOR, MIAMI, FLORIDA, 33145 (305)444-0740 (OFFICE) I (305) 675-2807 (FAX) I WWW.CASAVALENTINA.ORG
EXHIBIT R. F WORK PROGRAM
Describe Scope of work:
Casa Valentina, Inc is purchasing properties to build affordable housing.
SIGNED:
Name:
t2N,
Janice M. Graham/Executive Director Date: 2/23/2022
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Son and subscribed before me this 7,3 day of;" CJ c7^C , 2022 by
Y C C7 - who is Personally icn wn to me
Or who produced identification -
or online notarization
(Type of Identification)
L
(Thin ante)
My commission expires 0 ( ) { G.3
SEA
Y IGOR B. K1DD I3ARAL'T
2�,„c 1 WIRES: MotL5,202S
EXHIBIT C
COMPENSATION AND BUDGET SUMMARY
A. The CITY shall pay the Sub Recipient as maximum compensation for the services
required pursuant to this Agreement the sum of $ 440,846.00
B. Sub -recipient's Itemized Project Budget, Cost Allocation an.d Budget. Narrative are
attached hereto and made part of this Agreement.
C. Activities are subject to the provisions of 24 CFR Part 58, Environmental Review
Procedures for Entities Assuming HUD Environmental Responsibilities.
D. During the term hereof and for a period of five (5) years following the date of the last
payment made hereunder, Community and Economic Development (CED) shall have the
right to review and audit the time records and related records of the Sub -Recipient
pertaining to any payments by the Community and Economic Development.
E. Requests for payment should be Made at least on a monthly basis in a form provided by
CED. Reimbursement requests should be submitted to CED within thirty (30) calendar
days after the indebtedness has been incurred.
F. The Sub -Recipient must submit the final request for payment to CED within 30 calendar
days following the expiration date or termination date of this Agreement in a form
provided by the Department. If the Sub -Recipient fails to comply with this requirement,
the Sub -Recipient shall forfeit all rights to payment and Community and Economic
Development shall not honor any request submitted thereafter.
G. Any payment due under this Agreement may be withheld pending the receipt and
approval by Community and Economic Development of all reports due from the Sub -
Recipient as a part of this Agreement and any modifications thereto.
Authorized Representative Signature:
Print Natne: Janice M. Graham
Title: Executive Director
Date: 2/23/2022
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of, �..tiphysical 12resene
or on line notarization, this 2 3 day of 6 07-Z, by _jar\ Cs.2
corporation on ehalf of the corporation. He/she is personally l own to me
or has produced ro-- p �• �( �_ L as identification.
4`P94Cb IGOR E. KIDD $ARALT
MYCOMM1SSION QQ292Itwe525
%aural EX IRES:MaYch 15,2023
INV
[Notary Seal]:
2
CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid, or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee
of an agency a Member of Congress, an officer or employee of Congress, or an employee of
a Member of Congress in connection with the awarding of any Federal contract, the making
of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan, or cooperative agreement.
(2)
(3)
If any funds other than. Federal appropriated funds have been paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned
shall complete and submit Standard Form -ILL, "Disclosure Form to Report Lobbying," in
accordance with its instructions,
This undersigned shall require that the language of this certification be included in the award
documents for "All" sub -awards at all tiers (including subeontracts, sub -grants, and contracts
under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and
disclose accordingly,
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a pre -requisite for
making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
Casa Valentina, lac.
Neine of Applicant
Jan lee M. Graham/Executive Director
Print name of Certifying Official
kh
Signature of Certifying Official
Zv Z z.. .
Date
(Signature -°'"' (Fria ame)
My commission expires tn. ` - (
City of —
STATE OF FLORIDA
The foregoing instrhuiient was acknowledged before me by means of a`' physical
ence or online notarization, this C.• 6 day of 7-7..Q. a . , 2022by
r--_
r_. ,(54-- 4 . 10 r% who is personally known to me or who
(name of person whose signature is being notarized)
produced --'L T " as identification, and who did/did not take an oath.
(Type of identification)
clj
,}vA41 [GORE. BARAL
MY COMMISSION it GG292525
aonp,, EXPIRE& March 15, 2023
SEAL
CERTIFICATION REGARDING DEBARIVIENT, SUSPENSION &
OTHER RESPONSIBILITY MATTERS
PRIMARY COVERED TRANSACTIONS
1. The applicant certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from covered transactions by any Federal department or
agency.
b. Have not within a three-year period preceding this proposal been convicted of or had
a civil judgment rendered against them for commission of fraud or a criminal offense
in connection with obtaining, attempting to obtain, or performing a public (Federal,
State, or local) transaction or contract under a public transaction; violation of Federal
or State antitrust statutes or falsification or destruction of records, making false
statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a
government entity (Federal, State, or local) with commission of any of the offenses
enumerated in paragraph 1.b of this certification; and
d. Have not within a three-year period preceding this application/proposal had one or
more public transactions (Federal, State, or local) terminated for cause or default.
2. Where the prospective primary participant is unable to certify to any of the statements in this
certification, such prospective participant shall submit an explanatioa to the City of Miami.
Casa Valentina, Inc.
Applicant/Agency
Janice M. Graham/Executive Director
Print Name of Certifying Official
1 ,3 \- cs 'Z._'Z_
Signature of Certifying Official Date
City of" •AJ`O ,
STATE OF FLORIDA
The foregoing instrtunent was acknowledged before me by means of physical
presence or online notarization this , c> day of , 2022,
by ' --VC -V 3C.Z. Vi/N who is personally known to me or
who
(name of person whose signature is being notarized)
produced`.. ` ? as identification, and who did/did not take an oath,
(Type of Identification)
icor-
(Printfame)
My commission expires (c-r(zez 3
> ''" i ., IGOR E. KIDD SARALT
ivarCOMMt3LIONi G0292525
o` MIRES: March 15, 2023
SEAL
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A)
FLORIDA STATUTES ON PUBLIC ENTITY CRIME
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS,
1. This sworn statement is submitted to
let nr
By: Janice M. Graham —Executive Director
(Print this in.dividual's name and title)
For: Casa Valentina, Inc
(Print naive of entity submitting statements)
whose business address is 2103 Coral Way, 2E'd Floor, Miami, Florida 33145
and whose Federal Etnployer Identification Number (FEIN) is 20-4647939
If the entity has no FEIN, include the Social Security Number of the individual signing this
sworn Statement,
2. T understand. that a "public entity crime" as defined to paragraph 287.133(1)(a), Florida
Statutes, mean a violation of any state or federal law by a person with respect to and directly
related to the Transactions of business with any public entity or with an agency or political
subdivision of any other state or with the United States including, but not limited to any bid
or contract for goods or services to be provided to any public entity or any agency or political
subdivision of any other state or of the United States and involving antitrust, fraud, theft,
bribery, collusion, racketeering, conspiracy, or material misrepresentation.
3, I understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida
Statutes means a finding of guilt or a conviction of a public entity crime, with or without
adjudication of guilt, in any federal or state trial court of record relating to charges brought
by indictment or information after July 1, 1989, as a result ofa Jury verdict, nonjury trial, or
entry of a plea of guilty or nolo contendere.
4, I understand. that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes,
means:
a. A predecessor or successor of a person convicted of public entity crime; or
b, An entity under the control of any natural person who is active in the management of the
entity and who has been convicted of a public entity crime. The term "affiliate" includes
those officers, directors, executives, partners, shareholders, employees, members, and agents
who are active in the management of an affiliate, The ownership by one person of shares
constituting a controlling interest in another person, or a pooling of equipment or income
among persons when not for fair market value under an arnx's length agreement, shall be a
prima facie case that one person controls another person. A person who knowingly enters
into a joint venture with a person who has been convicted ofa public entity crime in Florida
during the preceding 36 months shall be considered an affiliate.
5. I understand that a `person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means
any natural person or entity. organized Larder the laws of any state or of the United States with
the legal power to enter into a binding contract and which bids or applies to bid on contracts
for the provision of goods or services let by a public entity, or which othenvise transacts or
applies to transact business with a public entity. The term. "person" includes those officers,
executives, partners, shareholders, employees, members, and agents who are active in
management of an entity.
6. Based on information and belief, the statement which I have marked below is true in a relation
to the entity submitting this, sworn statement. (Please indicate which statement applies).
Neitherthe entity submitting this sworn statement, nor any of its officers, directors,
executives, partners, shareholders, .employees, members, or agents who are active in the
management of the entity, or any affiliate of the entity has been charged with and convicted
of a public entity crime within the past 36 months.
The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or an affiliate of the entity has been charged with and convicted
of a public entity crime within the past 36 months.. AND (Please indicate which additional
statement applies).
The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or agents who are active in the management of the entity, or an
affiliate of the entity has been charged with and convicted of a public entity crime within the
past 36 months. However, there has been a subsequent proceeding before a Hearing Officers
of the State of Florida, Division of Administrative Hearings and the Final Order by the
Hearing Officer determined that it was not in the public interest to place the entity submitting
this sworn. statement on the convicted vendor list. (Attached is a copy of the final order).
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING
OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE
IS FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH
DECEMBER. 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE
PERIOD OF THE CONTRACT ENTERED INTO, WHICHEVER. PERIOD IS LONGER.
I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY
PRIOR TO ENTERING INTO A CONTRACT IN EXCESS. OF THE THRESHOLD
AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY
0 OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
Signature
STATE OR FLORIDA
COUNTY OF MIAMI.DADF.
Swom d subscribed before me this day of ` • ^s , 2022
c,.
by t-..\ .R. (9 EN ` --C'S G�. -- who is Personally known to
me Or who produced identification - C_- or online
notarization
(Type of Identification)
NOTAR
(Signature) (Print Nammb)
My commission expires D97 CC: 2
"' IGOR B. KIDD BARALY
MY COMMISSION U00292525
BXPIRBS: March 15, 2023
INSNCE EXHIBIT G
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
,Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami listed as an additional insured.
Primary Insurance Clause Endorsement
Premises and Operations Liability
Contingent and Contractual Exposures
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto, Owned or Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
XTT. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
A. Limits of Liability
$:100,000 for bodily injury caused by an accident, each. accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
ITV Crime Coverage
Employee Theft and Forgery and Alteration Included
A. Limits of Liability
City of Miami listed as loss payee.
$ 200,000
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above;
The company must be rated no less than "A-" as to management, and no less
than "Class V" as to Financial Strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick,'New Jersey, or its
equivalent. All policies and for certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
EXHIBIT "B"
ANTI -HUMAN TRAFFICKING AFFIDAVIT
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongovernmental entity authorized to transact business
in the State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a contract
(including, but not limited to, any amendments and/or terminations, as applicable)
with the City of Miami ("City") or one of its agencies, authorities, boards, trusts,
or other City entity which constitutes a governmental entity as defined in Section
287.138(1), Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes
(2024), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as
defined in Section 787.06, Florida Statutes (2024).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the
following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and
that the facts, statements and representations provided in Section 1 are true and
correct.
b. I am an officer, a representative, or individual of the nongovernmental entity
authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/Individual: (' s a� p.,�-e v.-fit. r�� , 1r
Namea+." - e W`-4.• c.-1 v.r, Title: cu ..)e.�
Signature: ' .. ("AL -
Office Address: atos C a-CL
Email Address Jcvr,&,,nC'a...s.,. ‘JG.k„�r..I.Main Phone Number:
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MIADOCS 291996412