HomeMy WebLinkAboutBack-Up DocumentsCITY OF MIAMI
OFFICE OF THE CITY ATTORNEY - =
MEMORANDUM
TO:. Roberto Tazoe, Assistant Director ;
Community and Economic Development - COM
';FROM:, Jihan M. Soliman, Assistant City Attorney
DATE: ' J,une 10, 2015
RE: Citrus Health.Network, Inc. ESG - -_-.
Matter ID No.: 15-1330
Enclosed Tease find the captioned agreement which has been approved .by the City
Attorney as to form and correctness. Once this agreement has been fully executed please file one
original agreement with the City Clerk as the official record, please keep one original agreement
as your Department record, and please e-mail a copy of the fully executed agreement to my
assistant at dbailey@mialnigov.com.
If you have further questions, please feel free to contact me at 305-416-1800,
Enclosure(s)
WHEN RETURNING THIS CONTRACT
TO THIS OFFICE FOR FURTHER
REVIEW, PLEASE IDENTIFY AS
15-x330
Doc, No.: 545117
DEPARTMENT OF RISK MANAGEMENT
SUBMITTED TO CITY ATTORNEY: Date:
SUBMIT BACK TO DEPARTMENT: Date:
RETURNED BACK TO DEPARTMENT: Date:
GAVE TO:
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COMMUNITY DEVELOPMENT:
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PUBLIC WORKS: (E LSA)
COMPLETED BY: SADIE SUNOVIA BROWN
RECORDS SPECIALIST
6/1/2015 9:50:38 AM
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Record Status: active
DUNS Number 122720287
Tiinetional Area: Entitv Management, Performance Information_
ENTITY '`CITRUS HEALTH NETWORK, INC. 'Status: Active
DUNS: 122720287 +4:
CAGE Code: 48T28 DoDAAC T
Expiration Date: Nov -1 8, 2015
Has Active Exclusion?: No Delinquent Federal Debt?: No
Address: '4175 W 20TH AVE
City: HIAL;EAH ° '
State/Province: FLORIDA
ZIP Code,. 33012-..5874
Country:` UNITr=*D-STATES - -
CITY OF MIAMI, FLORIDA---....,
EMERGENCY SOLUTIONS GRANT. PROGRAM (E SG)
AGREEMENT
This Agreement (hereinafter the "Agreement") -is- entered into as of t11e day of
,'2015 between the City of Miami, a niunicipal corporation of the State of
Florida (hereinafter referred to as the "City"), and Citrus Health
Network, Inc,, a Florida not for
profit corporation, (hereinafter referred to as the SUBRECIPIENT).
FUNDING SOURCE:
CONTRACT AMOUNT:
Emergency Solutions Grant
$146,727.00
TERM OF THE AGREEMENT: The Term of this Ageernent shall be April 1, 2015 through
DUNS#:
PROJECT NUMBER:
ADDRESS:
March. 31, 2016.
1.22720287
91-03408/ 91-03410/ 910341.1
4175 West 20 Avenue
Hialeah, Florida 33012
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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 =
i' Exhibit B. '. Work Program
Exhibit C Coxaapensation and Budget Suzavnary
Exhibit D Certification Regarding Lobbying Form
Exhibit E Certification Regarding Debarment, Suspension and other
Responsibility Matters (Primary Covered. Transactions Form.)
Exhibit F Crime Entity Affidavit
Exhibit G Insurance Requirements
1.2 DEFINED TERMS. As used herein the following terms shall mean,
Agreement Records Any and all books, records, documents, information, data,
papers, letters, materials, and computerized or electronic
storage data and media, whether written, printed,
computerized, electronic or electrical, however collected or
preserved which is or was produced, developed,
maintained, completed, received or compiled by or at the
direction of the 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.
CFR
Code of Federal Regulations,
Federal Award. Any federal funds received by the SUBRECIPIENT from.
any source during the period of time in which thy.•
SUBRECIPIENT is performing the obligations set Forth in
this Agreement.
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Emergency Solutions Grant ,
Regulations set forth under the Department of Housing arid.
Urban Development (IUD).- 24 CFR Part 576 for r the
Emergency Solutions Grant (ESG)
Household gross income must be at or below �0% of the
area median income, as : determined by HUD, as of a
specific effective date. -
The United States Department "oi Housing and Ufbazi
Development.
The services being contracted for under this Agreement, as
specified on Exhibit "B" attached and incorporated.
ARTICLE 11
BASIC REQUIRE MENTS
The following documents must be, approved by the City and must be on file with the City
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 the ESG fiin.ds. 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
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deadlines for the accomplishment of tasks in carrying, out the Work Program:
These projected milestones and deadlines are a basis, for hi6asuring actual'
progress during the term at this Agreement, These items shall be in sufficient
detail to.provide a sound basis for the City to effectively monitor performance by
the SUBRECIPIENT tinder this Agreement.
2.2 The Compensation and Budget Stummary attached hereto as. Exhib t "C", , rich slt it
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include:' cormplotion of the SUBRECIPIENT's Itemized Budget, Cost Allocation, and
copies of all subcontracts and/or management services agreements funded in whole or in
part under this Agreement.
2,3 A list of the SUBRECIPIENT's present officers and members of the Board (name,,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement,
2.6 Completion of a Statement of Accounting System,
2.7 A copy of an engagement letter from an independent certified public accountant which
includes a fiscal review and expresses an opinion of the SUBRECIPIENT's internal
controls and compliance with laws, regulations and all requirements of OMB Circular
No. A-133 (Revised June 24, 1997 or other most current Revision).
2.8 A copy of the SUBRECIPIENNT's last audit report as performed by an independent
Certified Public Accountant in accordance with OMB Circular No. A-133 (Revised June
24, 1997 or other most culTent Revision).
2.9 A copy of the SUBRECIPIENT's corporate personnel policies and procedures.
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2 10 Job description and resumes for all positions fiinded in whole or in part Minder this
Agreement ;
2.11 ' Copy, of the SUBRECIPIENT's last federal income tax return (IRS Form 990).-
2.12;:. The following corporate documents:
(i)' -'The certificate of incorporation and a good standing certificate for the"''
SUBRECIPIENT, certified by the appropriate governmental-autliority.
Bylaw s, 'resolutions, and incumbency certificates * far 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.
2.13 ADA Certification,
2.14 Drug Free Certification..
2,15 All other documents reasonably required by the City.
ARTICLE XII
TERMS AND PROCEDURES
3.1 EFFECTIVE DATE AND TERM,
The Term of this Agreement shall. be April 1, 2015 through March 31, 201.
3.2 OBLIGATIONS OF SUBRECIPIENT,
The SUBRECIPIENT shall carry out the services and activities as prescribed in its Work
Program, which is attached as Exhibit B and incorporated herein and made a part of this
Agreement, in a manner that is lawfal, and satisfactory to the City, and in accordance with the
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written policies, procedures, and requirements as prescribed in this Agree mei t,' and , set forth
by HUD and the City,
3.3 LEVEL OF SERVICE.
Should startup time for the Work Program be required or in the event of the occurrence
of any delays in the activities to be provided thereunder, the SUBRECIPIENT'shall immediately
notify the City, in writing, giving all pertinent details and indicating wheiv- i W&k Program ,
shall -.begin and/or continue, Itis understood and agreed that the SUBRECINENT'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.
3.4 PRIOR APPROVAL,
The SUBRECIPIENT shall obtain the prior written approval of the City prior to
undertaking any of the following with respect to the project and/or the Exhibit B -Work Program:
(a) The addition of any positions not specifically listed in the approved Itemized Budget.
(b) The modification or addition of any job descriptions.
(c) The purchase of any non -expendable personal property.
(d) The disposition of any real property,* expendable personal property or any non -
expendable personal property.
(e) Any out-of-town travel not specifically listed in the Itemized Budget.
(f) The use of program income in any spanner not specifically listed in the Itemized
Budget.
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(g) Any proposed Solicitation Notice, Invitation for Bids, and Request fog Proposals.
(h) The disposal of any Agreement Records.
ARTICLE IV
FUNDING AND DISBURSEMENT REQUIREMEN S
4.1 COMPENSATTON, -..
The.arx bunt of compensationpayable 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 ACCOUNTABILITx.
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 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 b
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subject to reduction for amounts included in the related invoice which are fbund'I�y'ih0-:`City, on
the basis of such audit and at its sole discretion, not to constitute reasonable and necessary
expdhditures. Any,,paympnts made to the SUBRECIPIENT are subject to reduction for
over0ayinents on previously submitted invoices.
4A RECAPTURE OF FUNDS.
The City 7res'6rves the right to recapture funds in the event that the SUB -R -EC, -IPIENT shall
fail-,
(1) 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 ESG Program activities, and is also subject to amendment or
termination due to lack of funds or authorization, reduction of funds, and/or changes in
regulations or local HUD interpretations of regulations and directives.
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ARTICLE V
AUDIT
5.1 As a neoessary part of this Agreement, the SUBRECIFIEI�T shall adhere to the following
audit'requirements:
5.1.1 If the SUBRECIPIENT expends $500,000;00 or inore in the fiscal: year- it shall
have a single audit or program specific audit condudted for that year; Tl'e audit
shall be conducted in accordance with Generally Accepted Government Auditing
Standards (GAGA.S) and OMB Circular AM133. 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 .` � iiethei the
SUBRECIPIENT has complied with laws, regulations and the provisions of this
Agreement.
A reporting package shall be submitted within the earlier of 30 days after
receipt of the auditor's report(s) or nine (9) mouths after the end of the aud't
period. The reporting package will include the certified financial statements and
schedule of expenditures of Federal Awards; a summary schedule of prior audit
findings; the auditor's report and the corrective action plan. The auditor's report
shall 'include:
(a) an opinion (or disclaimer of opinion) as to whether the financial
statements are presented fairly in all, material respects in conformity with
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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
aterial respects in relation to the financial statements taken as a whole.
(b) a report on internal controls related to the financial statements and
major programs. This report shall describe the'scope of testing =ofinternal
coiatrols and the results of the test, and, where applicable, refer to' the' sepaataT
'schedule of findings and questioned costs.
(c) a report on compliance with laws, regulations, and the provisions
of contracts and/or this Agreement, noncompliance with which could have a
material effect on the financial statements. This report shall also-Laclude an
opinion (or disclaimer of opinion) as to whether the SUBRECIFIENT complied,
with the laws, regulations, and the provisions of contracts and this Agreement
which could have a direct and material effect on the program and, where
applicable, refer to the separate schedule of findings and questioned costs.
(d) a schedule of findings and questioned cost which shall Mclude "he
requirements of OMB Circular A-133.
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.
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ARTICLE VI
RECORDS AND REP®RTS
6.1 The SUBRECIPIENT shall establish and maintain sufficient records to enable tl-e:City to
determine whether the SUBRECIPIENT has met the requirements of the ESG Programa
At a minimum, the following records shall be maintained by the SUBRECIPIEN'r:
6.1.1 . 'Records providing a lull. description of each activity assisted (or being assisted)
with ESG funds, including its location (if the activity has a geographical lacus),
the amount of ESG funds budgeted, obligated and expended for the activity, and
the specific provision in the ESG Program regulations under which the activity is
eligible,
612 Records demonstrating that client meet eligibility criteria set forth in the ESG
program.
6.1.3 Equal Opportunity Records containing;
(a) Data on the extent to which each racial and ethnic group and single -
headed households (by gender of household head) have applied for,
participated in, or benefited from, any program or activity funded in whole
or in part with ESG funds. Such information shall be used only as a basis
for further investigation relating to compliance with any requirement to
attain or maintain any particular statistical measure by race, ethnicity, or
gender in covered programs.
(b) Documentation of actions undertaken to meet the requirements of Section
3 of the Housing and Urban Development Act of 1968, as amended (12
U.S.C. 1701u) relative to the hiring and training of low and moderate
income persons and the use of local businesses.
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6.1.4 Einaffoial records, in accordance with the applicable requirements of ESG,
6.1.5 Records required to be maintained in, accordance with other applicable laws arid= '
regulations set forth in ESG or as otherwise required by the City.
6,2 RETENTION AND ACCESSIBILITY OF RECORDS.
6.2.1 ° The City shall have the authority to review the SUBRECIPIENT's records,
i?clucling project and programmatic records and books of account, for a period of
five (5) years Rom the expiration/ton-nination of this Agreement (the "Retention
Period"). All boobs 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 ESG. 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 tim,: ,
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 City approved subcontracts used to
engage subcontractors to carry out any eligible substantive project or
programmatic activities, as such activities are described in this .Agreement and
defined by the City, each of the record-keeping and audit requirements detailed in
this Agreement. The City shall in its sole discretion determine when services are
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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 activities to be performed hider. h&i Work Program or
uiader the terms of this Agreement, the Retention Period.shall-be extended -L t.Jl
such Cisme as the threatened or pending litigation, claim or. audit is, in th sole;.-.ad
absolute discretion of the City fully, completely and finally resolved.
6.2.4 The SUBRECIPIENT shall notify the City in writing both during the pendency of
this Agreement and after its expiration/ternination 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 City to the
disposal of any Agreement Records within one year after the expiration of the
Retention Period,
6.3 PROVISION OF RECORDS,
6.3.1 At any time upon request by the City, the SUBRECIPIENT shall provide all
Agreement Records to the City. The requested Agreement Records shall become
the property of the City without restriction, reservation, or limitation on their use.
The City 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,
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6.3.2 If the-- SUBRECIPIENT receives fiends from, or is under reg' latory 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 :.:id report;
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to; the. City inunediately upon such issuance, unless such disclosure would be'
rohiblted by any Such issuing agency.
6,4
_MONITORING.
The SUBRECIPIENT shall permit the City and other persons duly authorized by the City
to inspect all Agreement Records, facilities, goods, and activities of the SUBRECIPIENT wHch
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 City will deliver to the SUBRECIPIENT a report of
its findings. The SUBRECIPIENT will rectify all deficiencies cited by the City within the
specified period of time set forth in the report or provide the City with a reasonable justification
for not correcting the same. The City 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.
[112
6.5 ° RELATED' PARTIES.
`,'The SUBRECIPIENT shall report to the City the name, purpose for and any and all other
relevant information in. connection with any related -party transaction. Tho terixr "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
wlaicli°the SLIBRECIPIENT is responsible for appointing memberships. The SUBRFCIPII?NT
shall report this zraforix�ation to the City upon forming the relationship, or if al 'eady formed, shall
report such relationship prior to or simultaneously with the execution of this Agreement. Any
supplemental information shall be promptly reported to the City.
ARTICLE "VTI
OTHER PROGRAM REQUIRLI MENTS
7.1 The SUBRECIPIENT shall maintain current docunientation that its activities are BSG
eligible in accordance with the 24 CFR Part 576 and Subtitle B of Title IV of the McKinney-
Vento Homeless Assistance Act (42 U.S.C. 11371-11378).
7.2 The SUBRECIPIENT shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with ESG funds is an activity which
provides benefit to eligible participants of the ESG Program.
7.3 ' The SUBRECIPIENT shall comply with all applicable provisions of ESG 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 City in attending meetings at the request
of the Department of Con-ununity Development and to provide information as requested �: r
required to the City.
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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 not assume the CITY'S* environmental responsibilities '
described at 24 CPR Part 50, and understands that the activities assisted under the ESG program
are categorically excluded 'from environmental review under the National Environmental Policy
Act of 1969 (42 U:S.C. 4321),
7.7 SUBRECIPIENT understands that it will affirmatively further fair housing opportunities
for classes protected under the Fair Housing Act. Protected classes include race, color, national
origin, religion, sex, disability and familial status.
7.8 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 indivi,ual sx.Lall,
solely by reason of his/her race, sex, color, creed, national origin, age, marital status, sexual
orientation or handicap, be excluded from the participation in, be denied benefits of, or 'be
subjected to discrimination under any program or activity receiving federal financial assistance.
7.9 The SUBRECIPIENT shall carry out its Work Program in compliance with all federal
laws and regulations,
7.10 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,"Uniform. Administrative Requirements".
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7.1 1' RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION.
If the- SUBRECIPIENT is or was created' by a religious organization, the
SU8R, ECIPIENT agrees that all ESG hinds disbursed under this Agreement shall be'subject to
the conditions, restrictions, and limitations set forth 7.uider HUD 24 CPR Part 575 for the
Emergency . Solutions Grant (ESG) program authorized by the subtitle B of Title IV of tho
McKinney-Vento -Homeless Assistance Act (42 U.&C.- 11371-11378). The _ SUBIR.�?CIPII,',NT
shailcornply with all such requirements and prohibitions when entering into subcontracts:
ESG assistance may not be used :for inherently religious activities,
7.12 REVERSION OF ASSETS.
Upon expiration/termination of this Agreement, the SUBRECIPIENT must transfer to tl e
City any ESG funds on hand at the time of expiration/termination and any accounts receivable ;
attributable to the use of ESG funds.
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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 materially fails to comply with the terms of this
Agreement, the City may suspend or terminate this Agreement in accordance with 24 CPR Pant
85.43, as set forth more fully below in Article X of this Agreement
7.14 SUBCONTRACTS AND ASSIGNMENTS.
7.14,1 The SUBRECIPIENT shall ensure that all subcontracts and assignment. ,
(a) Identify the fall, correct, and legal name of all parties,
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(b) Describe the activities to be performed;
.-Present a complete and accurate breakdown of its price components;'
(d). Incorporate a provision requiring compliance with 'all applickle
regulatory and other requirements of this Agreement, including, but not
limited to, the City's Minority Procur'6ffient Ordinance, '&id with:
conditions and/or approvals that th0.ditty may deem, ifecessary".' 'The
requirements of this paragraph appl ;o�ly to subcontr�6tsai*
eq y id: dssighmen,
in which parties are engaged to carry out any eligible s-ibstaCive..
prograrnmatic service, as may be defined by the City, set forth in this
Agreement, The City shall in its sole discretion determine when services
are eligible substantive programmatic services and subject to the audit and
record-keeping requirements described in this Agreement, and;
(e) Incorporate the language of Section 7.17 hereof.
7.14.2 The SUBRECJPIENT shall incorporate in all consultant subcontracts the
following provision:
"The SUBRECIPIBNT is not responsible for any insurance or other fringe
benefits for the Consultant or employees of the Consultant, e.g., social security,
income tax withholding, retirement or leave belie -fits normally available to direct
employees of the SUBRECIPIENT. The Consultant assumes full responsibility
for the provision of all insurance and fringe benefits for himself or herself and
employees retained by the Consultant in carrying out the scope of services
provided in this subcontract."
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7.14.3 The SUBRECIPIENT shall be responsible for monitoring the 'contiactual
performance of all subcontracts.
`. 7.14.4 The SUBRECIPIENT shall submit to the City for its review and confirmation any
subcontract engaging any party to carry out any substantive programmatic
activities, to ensure its compliance with the requirements of this Agreement. The
City's review and confirmation shall be obtained prior to the release'ofany funds
,.for the SUBRECIPIENT's Subcontractor(s),
7.14.5 The SUBRECIPIENT shall receive written approval from the City prior to either
assigning or transferring any obligations or responsibility set forth in this
Agreement or the right to receive benefits or payments resulting from this
Agreement.
Approval by the City of any subcontract or assignment shall not under any
circumstances be deemed to require for the City to incur any obligation in excess
of the total dollar amount agreed upon in this Agreement.
7,14.6 The SUBRECIPIENT and its Subcontractors shall comply (when applicable) with
the Copeland Kick Back Act, Contract Work Hours and Safety -Staff cards pct, ;
and Lead -Based Paint Poisoning Prevention Act and all other related acts, as
applicable,
7.15 USE OF FUNDS FOR LOBBYING PROHIBITED.
The expenditure of Agreement fiinds for the purpose of lobbying the Legislature, Judi^ial
Branch of govermnent, or a state agency are expressly prohibited.
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ARTICLE VIII
8 1 SUBRECIPIENT CERTIFICATIONS ASSURANCES AND REGULATIONS,
The SUBRECIPIENT certifies that:
(a) The SUBRECIPIENT 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 Agreerneni, 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 maybe required.
(b) The SUBRECIPIENT shall comply with the Latch Act, which limits the
political activity of employees.
(c) The SUBRECIPIENT shall establish safeguards to prohibit itswMployee,
from using their positions For a purpose that is or gives the appearance of
being motivated by desire for private gain for themselves or others,
particularly those with whom they have family, business, or other ties,
(d) To the best of its knowledge and belief, the SUBRECIPIENT and i''s
principals:
(i) are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from covered transactions by
any Federal department or agency;
(ii) have not, within a three-year period preceding the date of this
Agreement, been convicted of or had a civil judgment rendered against
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any of them for the commission of fraud or a criminal offense in
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connection with obtaining, attempting to obtain or performing. au-
blic -
(Federal, State, or local) transaction or a'contkkt under -a-public
transaction; violation of Federal or State antitrust statutes or falsificatie'l
* or destruction or records, making false statements, or receiving, str)16n il -
property;
'Qii) are not presently indicted for or otherwise criminally': or'efvi lly-
charged by a government entity (Federal, State, or local) with the
commission of any of the offenses enumerated in this Article VIII; and
(iv) have not, within a three-year period preceding the date if this
Agreement, had one or more public transactions (Federal, State, or local)
terminated for cause or default.
ARTICLE IX
PROGRAM INCOME AND REPAYMENTS
9.1 PROGRAM INCOME.
"Program Income" means gross income received by the SUBRECIPIENT which has
been directly generated from the use of the ESG funds. When Program Income is generated by
an activity that is only partially assisted with the ESG funds, the Program Income shall be
prorated to reflect the percentage of ESG funds used. Program Income generated by ESG funded
activities shall be used only to undertake those activities specifically approved by the City for fl, D
Work Program. All provisions of this Agreement shall apply to such activities. An-! Progarn
Income on hand when this Agreement expires/termi-nates or received after such
expiration/termination shall be paid to the City,
21
i
The SUBRECIPIENT shall submit to the City monthly a Program In.00me Report and -'a
Worlc;;Progran Status Report. The Program Income Report shall identify ESG activitie^ rn .;, `
which Program Income was derived and how Program Income has been utilized,
9,2 REPAYMENTS.
Any interest or other return on the investment of the ESG funds shall be remitted.to the
City 6i1 a monthlybasis. Any ESG funds fiinded to the SUBRECIPIENT that do not meet the
eligibility requ7remets;; as applicable, must be repaid to the City.
: .
ARTICLE X
REMEDIES, SUSPENSION, TERMINATION
10.1 REMEDIES FOR NONCOMPLIANCE.
The City retains the right to terminate this Agreement at any time prior to the completion
of the services required pursuant to this Agreement without penalty to the City. In that event,
notice of termination of this Agreement shall be in writing to the SUBRECIPIENT by certified
mail, return receipt requested or by in person delivery with proof of delivery, SUBRECIPIENT
shall be paid for those services perforated 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 tents of this Agreement. If the I
SUBRECIPIENT is in default, the City shall not be obligated and shall not pay to the
SUBRECIPIENT any sum whatsoever,
22
1
'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,
10.1.1 Temporarily withhold cash payments pending coxrection of the deficiency by
the SUBRECIPIENT, or such more severe enforcement action as the City
determines is necessary or appropriate.
10.1.2 Disallow (that is, deny both the use of funds and. xuatcliirig credit) Tor all or part`: `
of the oast of the activity or action not in compliance: =1 ;
10,1.3 Wholly or partly suspend or terminate the current ESG funds awarded to the
SUBRECIPIENT,
10.1.4 Withhold further grants and/or loans for the SUBRECIPIENT.
10.1.5 Tale all such other remedies that may be legally available,
10,2 SUSPENSION.
10.11 The City 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, Reasonable cause shall be determined by the City in its sole
and absolute discretion, and may include but are not limited to:
(a) Ineffective or improper use of the ESG funds by the SUBRECIPIENT;
(b) Failure by the SUBRECIPIENT to materially comply with any term or
provision of this Agreement;
(c) Failuxe by the SUBRECIPIENT to submit any documents requlred by this
Agreement; or
(d) The SUBRECIPIENT's submittal of incorrect or incomplete documents,
23
10.2,2 The City may at any time suspend the SUBRECIPIENT's authority to obligate
funds, withhold payments, or both.
10. 2.3 ` The actions described in paragraphs 10.2.1, and 10. 2.2 above maybe applied to all
or any. part of the activities funded by this Agreement.
10.2.4 The City will notify the SUBRECIPIENT in writing of any 'adion 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 talcen., and the necessary corrective action(s).
10.3 TERMINATION.
1.0.3,1 Termination Because of Lack of Funds,
In the event the City does not receive funds to finance this Agreement from its
fanding source, or in the event that the City's funding source do -obligates the
Rinds allocated to fund this Agreement, the City 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 ESG :Program, the
City shall determine, in its sole and absolute discretion, the availability of funds
for the SUBRECIPIENT pursuant to this Agreement.
10.3.2 Termination for Breach.
The City may terminate this Agreement, in whole or in part, in the event the City
determines, in its sole and absolute discretion, that the SUBRECIPIENT is nE:t
materially complying with any term or provision of this Agreement,
24
The ty may terminate this Agreement, in whole or in part; in the event that the
City determines, in its sole and absolute discretion, that there exrsts'ati event of
default under and pursuant to the terms' of any other agreement or obligation of
any kind .or nature whatsoever of the SUBRECI PIENNT to the City, direct or
contizi ent whether now or hereafter due existing, created or- arisrn
g g>
g'
1.0,3,3
Unless the SUBRECIPIENT's breach is waived by the City in-writiilg, the City
may, by written notice to the SUERECTPIENT, 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 terns of this Agreement. The provisions hereof axe not
intended to be, and shall not be, construed to limit the City's right to legal or
equitable remedies.
10.3.4 The City retains the right to terminate this Agreement at any time x, -:for to the
completion of the services/Work Program required under this Agreement, without
penalty to the City. In the event of any such termination, the City shall provide
written notice of termination to the SUBRECIPIENT, which shall 'be paid for
services rendered prior to the date of such notice of termination. Such notice shG 71
be deemed given when and as provided in Section 11.1.0.1 hereof.
25
ARTICLE X
MISCELLANEOUS PROVISIONS
11.1 ': INDEMNIFICATION. -
The SUBRECIPIENT shall pay and save the City harmless from and -against any and all.
claftri§, liabilities, .losses; and causes of action which may arise out of the . SUBRECIPIENT's -
activities related io the Work Program or otherwise under this Agreement, _includirig all. acts or
omissions to act. on thepart of the SUBRECIPIENT and/or any persons acting for�or oil its
behalf, and from and against any relevant orders, judgments, or decrees which may be entered
against the City, and from and against all costs, attorney's fees, expenses, and liabilities incurred
by the City in the defense or investigation of any such claims or other matters.
11.2 AMENDMENTS.
No amendments to this Agreement shall be binding unless in writing and sigj`A by both.
parties hereto. To be effective, Budget/Work Program. modifications shall require the prior
written approval of the City.
11.3 OWNNERSHIP OF DOCUMENTS.
All documents developed by the SUBRECIPIENT under this Agreement shall t.%e
delivered to the City upon completion of the activities required pursuant to this Agre-- ment 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 titres remain the
26
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.
11.4 ;`; AWARD OF AGREEMENT.
The SUBRECIPIENT warrants that it has not employed or retained any person employed
by the City to soliclt '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
ofazy kind, contingent upon or resulting from the award of this Agreement
11.5 NON-DELEGABILITY.
The obligations undertaken by the SUBRECIPIENT pursuant to this Agreemoxat shali 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.
11.6 CONSTRUCTION OF AGREEMENT.
This Agreement shall be construed' and enforced according to the laws of the State c :t'
Florida.
11.7 CONFLICT OF INTEREST,
11.7>1 The SUBRECIPIENT covenants that no person under its employ who presently
exercises any functions or responsibilities in connection with ESG 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.
27
_r...,. .. _. _ _..... ._ ..... .. ... ._ _. _.. . ... .. ..
11,7.2 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, 16fida . -
Dade Count Code Section -11-1 and the State -of Florida
(Chapter 112
( y ) (' .P
Florida Statutes), and agrees that it shall comply in all respects with the terms of
the same.
11.7.3 The SUBRECIPIENT shall comply with`the'alicable standards { i caiuut.
: provided in.24 CFR Part 84.42.
11.8 NO OBLIGATION TO RENEW,
Upon expiration of the term of this Agreement, the SUBRECIPI.ENT agrees and
understands that the City has no obligation to renew this Agreement.
12.9 ENTIRE AGREEMENT.
This instrument and its attachments constitute the only agreement of the parties hereto
relating to the ESG funds and the activities to be performed, and sets forth the rights, duties, and
obligations of each of the parties hereto to the other as of its date. Any prior agreements,
promises, negotiations, or representations not expressly set forth in this Agreement are of no
force or effect.
11,10 GENERAL CONDITIONS,
11.10,1 All notices or other communications which shall or may be given pursuant to
this Agreement shall be in writing and shall be delivered by in person delivery
or by registered mail addressed to the other party at the address indicated herein
or as the same may be changed from time to time upon notice in writing. Such
notice shall be deemed given on the day on which personally served:, or, if by
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 & Economic Development
444 Southwest 2�d Avenue, 2nd Floor
Miami, Florida 33130
SUBRECIPIENT
.Citrus Health Network, Inc.
`4175 West 20 Avenue
Hialeah, Florida 33012
11,10.2 Title and paragraph headings are for convenient reference and are not a pay'.. of
this Agreement.
11,10.3 In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached documents, the terms in this Agreement
shall control.
11.10,4 No waiver of 'breach of any provision of this Agreement shall constitute a
waiver of any subsequent breach of the same or any other provision hereof, and
no waiver shall be effective unless made in writing.
11.10.5 Should any provision, paragraph, sentence, word or phrase contained iii: 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 phra6o shall be
deemed modified to the extent necessary in order to conform with such haws, or
if not modifiable to • conform with such laws, then sarne shall be deemed
severed, and in either event, the remaining terms and provisions of this
Agreement shall remain untnodifred and in full force and effect,
29
11.11 INDEPENDENT CONTRACTOR.
The SUBRECIPIENT and its employees and agents shall be deemed to be indepeadtint
contractors and not agents or employees of the City, and shall not attain any rights or..bexzefits
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
Wori's Coin' eizsarion benefits as employees of the City.
11.11 SUCCESSORS AND ASSIGNS. .
This Agreement shall be binding upon the parties hereto, and their respective 'heirs,
executors, legal representatives, successors, and assigns.
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.
SUBRECIVIENT:
Citrus Health Network, Inc.
4175 West 20t"'Aven- u*e
Hialeah, FL 33012
a Florida no* t-k'or-profit Corporation'
By
LP
N Date
Title Title:• 4-L,2:� �1
ATTEST:
Tddd Hannon &lab FS Date
City Clerk
31
CITY OF MIAMI, a municipal corporation
of the State of Florida
0
Daniel J. A4W, soDate
City Manager
RESOLUTION
RESOLUTION. AUTHORIZING EXECUTION OF CONTRACT(S) WITH CITY OF
MIAMI FOR THE PROVISION OF SOCIAL SERVICES AND HOUSING PROGRAMS,
This Board dosires' to enable staff of Citrus Health Network, Inc. to appropriately
execute contracts. for grants awarded on a timely basis and therefore be it resolved by
the Board of Directors of Citrus Health Network, Inc. that this Board approves the
execution of.co-nf.racts for $146,727 in U. S. Department of HUD ESG Program funds
from the City of Miami awarded to Citrus Health Network, Inc. for the provision of the
above stated services for the fiscal year 2015-2016 and authorizes Mario E. Jardon,
CEO, Maria Alonso, COO, Arnaldo Paniagua, CFO and/or the Chair or Secretary of this
Board of Directors, to execute same for and on behalf of Citrus Health Network, Inc.
The Board also authorizes the CEO, the COO, the CFO, Silvia Suarez, Controller
and/or Gloria Villa, Financial Services Administrator, Jose Garcia, Contracts and Grants
Manager, to execute Budget Revision and Payment Requests for said contracts.
Program Administrators are authorized to sign and submit monthly reports.
The foregoing resolution was offered by r d ,- who
moved its adoption. The motion was seconded and approved unanimously.
The Chairperson/President thereup n dclared this resolution duly passed and adopted
this day ofq 2015.
P
Signature — Maria Sanjuaq 4,1 hair of the Board of Directors
6/26/2015 Detail by Entity Name
etal"Iby Entity'Name
lorlda tail P of itCorDQLatLlon
CITRUS HEALTKNETWORK,- -INC.
Docume4 Number. : 744441
FEI/EIN NUmber 691865751
Date Filed 10/02/1978
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 09/04/2013
Event Effective Date NONE
PrinciDall Address
4175 W 20TH AVE
HIALEAH, FL 33012
Changed: 05/1911992
Mailing -Address
4176 W 20TH AVE
HIALEAH, FL 33012
Changed: 05/1911992
Roolst1r9d ftervt Name & Address
JARDON, MARIO E
4175 W 20TH AVE
HIALEAH, FL., FL 33012
Name Changed: 01/29/2003
Address Changed: 04/30/2007
Qffiger/Director Detail
Name & Address
Title President and CEO
JARDON, MARIO
A �1"7M %A/ nf) Ak /r--
8/2-6/2015
Title CID, Chairman
SANJ UANi,.- MARIA.
4175 W 2 o.TH AVENUE
HIALEAH, .FL 33102..
Title Member At Larg.e
PEREZ, EDUARDO
4175 W 20,.AVE
HIALEAH, 'rL 330.12
Title SID
LOPEZ, GlI DR.
4176 W 20AVE
HIALEAH, FL 33012
Title D
TAYLOR, CURTIS A
4175 W 20 AVE
HIALEAH, FL 33012
Title Director
Hoover, Sandra B.
4175 W 20TH AVE
HIALEAH, FL 33012
Title Director
Castro, Caridad, Dr,
4175 W 20TH AVE
HIALEAH, FL 33012
Title Director
Clarke, Cynthia, Dr.
4176 W 20TH AVE
HIALEAH, FL 33012
Title Director, VC
Cortes -Suarez, Georgina, Dr.
4176 W 20TH AVE
HIALEAH, FL 33012
Title Director, Treasurer
Coverson, Tyrone L.
4175 W 20TH AVE
HIAI FAH FI IM19
Detail by Entity Name
5/26/2015
Detail byEntity Name
Title Directbr, Immediate Past President
_C_r6ysa'aIe, PR`btrl ci a
4175 W 20tH AVE
H IALEAH, F,,;L 33012
Title Directo
Joseph., Jay.
4176 W 20TH AVE
HIALEAH, FL 33012
Title CD
SANJUAN, .:MARIA T
4175 W 20TH AVENUE
HIALEAH, F-1- 33102....
Title Director
Franco, Fernando
4175 W 20TH AVE
HIALEAH, FL 33012
I I121�f 1 171
Report Year
Filed Date
2013
04/29/2013
2014
04/02/2014
2015
01/06/2015
01/06/2015 --ANNUAL REPORT
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04/02/2014 ANNUAL REPORT
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09104/2013 Amendment
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04/29/2013 ANNUAL REPORT
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02120/2012 ANNUAL REPORT
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03/24/2011 --ANNUAL REPORT
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09/01/201Q ANNUAL REPORT
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04/14/2010 ANNUAL REPORT
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03/17/2009 ANNUAL REPORT
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10/03/2008 Amended and Restated Articles
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03/03/2008 ANNUAL REPORT
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04130/2007 ANNUAL REPORT
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05/01/2006 ANNUAL REPORT
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03116/2005 ANNUAL REPORT
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02/05/2002w- ANNUAL REPORT
04/16/2001 ANNUAL REPORT
02/22/2000 — ANNULI. REPORT
03/011/999 -- ANNUA. REPORT
03/09/1998:,-- ANNUAL REPORT
03/02/19-98-- Amendment
09 J997,-- NAME CHANGE
08/21/1997 ANNUAL REPORT
08/15/1996 ANNUAL REPORT
02/15/1995 ANNUAL REPORT
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