Res No 233-11-13547RESOLUTION NO. 2 3 3 -1 1 -13 5 4 7
A resolution authorizing the City Manager to execute a fiscal year 2011
Community Development Block Grant agreement with Miami -Dade County
Public Housing and Community Development (PHCD) for the SW 64th Street
Street
Improvements Project - Phase II in the amount of $177,000.
WHERE the Mayor and City Commission desire to accept the grant from Miami-
Dade County administered by and through its Department of Public Housing and Community
Development (PHCD); and
WHEREAS, the Agreement will provide funding for much needed street improvements
on SW 59t" Avenue, SW 58t" Place, SW 58t" Avenue, SW 57t" Place; SW 57"' Court from SW
66t" Street to SW 64t" Street; and
WHEREAS, the City Manager is authorized to execute the grant agreement in an amount
of $177,000; and
WHEREAS, the Agreement requires matched funding in the amount of $65,500 for
construction of which $55,000 will be funded by the SMCRA and;
WHEREAS, the Agreement requires matched funding in the amount of $14,500 for
salaries of City of South Miami personnel and;
WHEREAS, the grant period begins on January 1, 2011 and ends on December 31,
2012.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1: The City Manager is hereby authorized to execute the grant agreement with
Miami -Dade County Department of Public Housing and Community Development (PHCD) for
the SW 64"' Street Improvement Project - Phase 11 in the amount of $177,000. The grant
agreement is attached to this resolution.
Section 2: This resolution shall be effective immediately after the adoption hereof.
Res. No. 233 -11 -13547
PASSED AND ADOPTED this loth , day of Decembe120] 1,
ATTEST:
CITY CLER1�
APPROVED:
MAYOR 7
Commission Vote:
4-0
w Mayor Stoddard:
Yea
Vice Mayor Newman:
absent
Commissioner :Palmer:
Yea
Commissioner Beasley:
Yea
Commissioner Harris:
Yea
2
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER- OFFICE MEMORANDUM
TO: The Honorable Mayor & Members of the City ornmission
FROM: Hector Mirabile, Ph.D., City Manager i
DATE: December 20, 2011 Agenda Item No.:
South Miami
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SUBJECT: A resolution authorizing the City Manager to execute a fiscal year 2011
Community Development Block Grant agreement with Miarni -Dade County
Public Housing and Community Development (PHCD) for the SW 64th Street
Improvements Project - Phase 11 in the amount of $177,000.
BACKGROUND: Miami -Dade County Public Housing and Community Development (PHCD)
awarded the City of South Miami the SW 64th Street Improvement: Project -
Phase 11 with an expiration date of December 31, 2012 in the amount of
$177,000. The agreement will provide funding for much needed street
improvements on SW 59th Avenue, SW 58th Place, SW 58th Avenue, SW
57th Place, SW 57th Court from SW 66th Street to SW 64th Street:
Improvements will include ' upgrading of sidewalks, roadway resurfacing and
possible drainage improvements. The Agreement requires matched funding in
the amount of $65,500 for construction, of which $55,000 will be funded by
the SMCRA. The Agreement also requires matched funding in the amount of
$14,x00 for salaries of City of South Miami personnel.
GRANTOR! Miami -Dade County Public Housing and Community Development (PHCD)
formerly known as Miami -Dade County Department of Housing and
Community Development (DHCD)
GRANT AmouNT: $177,000
GRANT PERIOD: January 1, 2011 through December 31, 2012
ATTACHMENTS: FY 2011 Community Development Block Grant Contract between Miami -
Dade County and City of South Miami for the SW 64`h Street Improvements —
Phase 11
Resolution Number #R-179-11, #R- 446 -11 & #R- 447 -11
Duns Number #024628976
Awarded Amount $177,000
CDBG 2011 FY 2007 & 2011 COMMUNITY DEVELOPMENT BLOCK GRANT
Municipalitiy CONTRACT BETWEEN
MIAMI -DADE COUNTY
AND
CITY OF SOUTH MIAMI
This Agreement (hereinafter referred to as "Agreement' or "Contract'), by and between Miami -Dade County,
a political subdivision of the State of Florida, hereinafter referred to as "County" and City of South Miami , hereinafter
referred to as " Awardee" and having offices at 6130 Sunset Drive, South Miami, FL 33143, and telephone number of
(305) 668 -2510 ,states conditions and covenants for the rendering of Community, Economic or Housing activities
hereinafter referred to as "Activity or Activities" for the County through its Public Housing and Community
Development hereinafter referred to as "PHCD," and having its principal offices at 701 N.W. 1 Court, 14th Floor,
Miami, Florida 33136, collectively referred to as the "Parties."
WHEREAS, the Home Rule Charter authorizes Miami -Dade County to provide for the uniform health and
welfare of the residents throughout the County and further provides that all functions not otherwise specifically
assigned to others under the Charter shall be performed under the supervision of the Miami -Dade County Mayor; and
WHEREAS, the Community Development Block Grant (CDBG) Program was authorized by the Housing and
Community Development Act of 1974, as amended, with the primary objective of promoting the development of viable
urban communities; and
WHEREAS, the Awardee provides it will develop activities of value to the County and has demonstrated an
ability to provide these activities; and
WHEREAS, the County is desirous of obtaining such activities of the Awardee, and the Awardee is desirous
of providing such activities; and
WHEREAS, the County has appropriated $177,000 of CDBG funds to the Activity SW 64th Street
Improvements located at SW 64th Street (Hardee Drive) from SW 57th Avenue (Red Road) to 62" Avenue and
adiacent Streets from SW 66th Street to SW 64 Street on SW 59`" Avenue SW 58th Place SW 58 Avenue SW 57
Place. and SW 57 Court. All CDBG funds, except those awarded to County Departments and Municipalities,
will be awarded in the form of a loan that is forgivable if the national objective is met pursuant to the terms and
conditions set forth herein, including but not limited to Section II, W(2)(a)(1) -(2); and
WHEREAS, the Awardee shall carry out the activities specified in Attachment A, "Scope of Services ", in
Miami -Dade County or the focus area(s) of the county.
follows: NOW, therefore, in consideration of the mutual covenants recorded herein, the parties hereto agree as
`
DEFINITIONS
PHCD Department of Housing and Community Development or its successor
Department.
24 CFR Part 570 — CDBG Federal regulations implementing Title I of the Housing and
Community Development Act of 1974, as amended - Community
Development Block Grant.
Community Development A local agency that is organized to meet community development
Corporation needs with particular emphasis on the economic development,
housing and revitalization needs of low- and moderate - income area
residents and which is receptive to the needs expressed by the
community.
Local Having headquarters in Miami -Dade County or having a place of
Page 1 of 39
Awardee Recipient of CDBG funds from Miami -Dade County
Property The real property as descibed by legal description in any loan
documents executed between Awardee and the County and any real
property of Awardee or Related or Affiliated Entities (as defined herein)
acquired or improved upon with funds awarded pursuant to this
Agreement or on which funds awarded pursuant to this Agreement are
anticipated to be used.
Policies and Procedures PHCD's Policies and Procedures Manual f /k /a Contract Compliance
Manual Manual may be viewed and downloaded at
http://www.miamidade.gov/ced/PnP.asp
Subcontractor or Any individual or firm hired on a contractual basis by the Awardee for
Subconsultant the purpose of performing work or functions cited on the Action Step
Format (Attachment "Al) of this contract.
Subcontract Any contractual agreement between a Subcontractor and the Awardee
II. THE AWARDEE AGREES:
A. The Awardee shall carry out the activities specified in Attachment A, "Scope of Services," which is
incorporated herein and attached hereto, in the County or the focus area(s) of the County.
B. Insurance Requirements
Upon PHCD's notification, the Awardee shall furnish to the Department's Community and
Economic Development Division (CEDD), 701 N.W. 1 Court, 14th floor, Miami, Florida 33136,
relevant certificate(s) of Insurance evidencing insurance coverage as detailed in the Scope of
Service (Attachment A). The effective coverage start date of applicable insurances shall not be
later than the date of the Agreement execution and shall be approved by Miami -Dade County's
GSA Risk Management Division prior to any reimbursement being processed. All certificates and
insurance updates must identify the names of the Awardee and the Activity being funded through
this Agreement. The Awardee shall provide Builder's Risk Insurance and /or Flood Insurance (if
applicable) upon the issuance of the Notice to Proceed with an effective date for coverage
commencing on the Notice to Proceed date.
Page 2 of 39
business located in Miami -Dade County from which the Contract or
Subcontract will be performed.
Low- and Moderate - Income
A person or family whose annual income does not exceed 80% of the
Individual or Family
median income for the area, as determined by HUD with adjustments
for smaller and larger families and with certain exceptions as provided
in 24 CFR Part 570.
Very Low Income Individual
A person or family whose annual income does not exceed 50% of the
or Family
median income for the area, as determined by HUD with adjustments
for smaller and larger families and with certain exceptions as provided
in 24 CFR Part 570.
Contract Records or
Any and all books, records, documents, information, data, papers,
Agreement Records
letters, materials, electronic storage data and media whether written,
printed, electronic or electrical, however collected, preserved,
produced, developed, maintained, completed, received or compiled by
or at the direction of the Awardee or any subcontractor in carrying out
the duties and obligations required by the terms of this contract,
including but not limited to financial books and records, ledgers,
drawings, maps, pamphlets, designs, electronic tapes, computer
drives and diskettes or surveys.
Federal Award
Any federal funds received by the Awardee from any source during the
period of time in which the Awardee is performing the obligations set
forth in this contract.
Awardee Recipient of CDBG funds from Miami -Dade County
Property The real property as descibed by legal description in any loan
documents executed between Awardee and the County and any real
property of Awardee or Related or Affiliated Entities (as defined herein)
acquired or improved upon with funds awarded pursuant to this
Agreement or on which funds awarded pursuant to this Agreement are
anticipated to be used.
Policies and Procedures PHCD's Policies and Procedures Manual f /k /a Contract Compliance
Manual Manual may be viewed and downloaded at
http://www.miamidade.gov/ced/PnP.asp
Subcontractor or Any individual or firm hired on a contractual basis by the Awardee for
Subconsultant the purpose of performing work or functions cited on the Action Step
Format (Attachment "Al) of this contract.
Subcontract Any contractual agreement between a Subcontractor and the Awardee
II. THE AWARDEE AGREES:
A. The Awardee shall carry out the activities specified in Attachment A, "Scope of Services," which is
incorporated herein and attached hereto, in the County or the focus area(s) of the County.
B. Insurance Requirements
Upon PHCD's notification, the Awardee shall furnish to the Department's Community and
Economic Development Division (CEDD), 701 N.W. 1 Court, 14th floor, Miami, Florida 33136,
relevant certificate(s) of Insurance evidencing insurance coverage as detailed in the Scope of
Service (Attachment A). The effective coverage start date of applicable insurances shall not be
later than the date of the Agreement execution and shall be approved by Miami -Dade County's
GSA Risk Management Division prior to any reimbursement being processed. All certificates and
insurance updates must identify the names of the Awardee and the Activity being funded through
this Agreement. The Awardee shall provide Builder's Risk Insurance and /or Flood Insurance (if
applicable) upon the issuance of the Notice to Proceed with an effective date for coverage
commencing on the Notice to Proceed date.
Page 2 of 39
Any changes to the required insurance policies, including coverage renewals, must be submitted to
PHCD through a formal notice immediately upon occurrence throughout the Agreement period.
If the Awardee fails to submit the required insurance documents in the manner prescribed in these
requirements within sixty (60) calendar days after the Board of County Commissioners' approval,
the Awardee shall be in default of the terms and conditions of the Agreement.
C. Certificate of Continuity
The Awardee shall be responsible for ensuring that the insurance certificates required in
conjunction with this subsection remain in force for the duration of the Agreement period, including
any and all option years, if applicable. In the case of construction and major rehabilitation activities,
the Awardee must have the coverage cited in Attachment B -1(B) of this Agreement at the time
that it begins construction on the project. If the insurance certificates are scheduled to expire during
the Agreement period, the Awardee shall be responsible for submitting new or renewed insurance
certificates to the County at a minimum of thirty (30) calendar days before such expiration.
In the event that expiration certificates are not replaced with new or renewed certificates that cover
the Agreement period, the County shall suspend the Agreement until the new or renewed
certificates are received by the County in the manner prescribed in the requirements; provided,
however, that this suspended period does not exceed thirty (30) calendar days. If such suspension
exceeds thirty (30) calendar days, the County may, at its sole discretion, terminate the Agreement.
Prior to execution of the Agreement by the County and commencement of the contracted services,
the Awardee shall obtain all insurance required under this Section and submit same to the County
for approval. All insurance shall be maintained throughout the term of the Agreement.
D. Indemnification
The County shall not assume any liability for the acts, omissions to act or negligence of the
Awardee, its agents, servants or employees; nor shall the Awardee exclude liability for its own acts,
omissions to act, or negligence arising out of the Awardee's performance pursuant to this
Agreement. The Awardee shall indemnify and hold harmless the County and its officers,
employees, agents and instrumentalities from any and all liability, losses or damages, including
attorneys' fees and costs of defense, which the County or its officers, employees, agents or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings
of any kind or nature arising out of, relating to or resulting from the performance of this Agreement
by the Awardee or its employees, agents, servants, partners principals or subcontractors. The
Awardee shall pay all claims and losses in connection therewith and shall investigate and defend
all claims, suits or actions of any kind or nature in the name of the County, where applicable,
including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may
issue thereon. The Awardee expressly understands and agrees that any insurance protection
required by this Agreement or otherwise provided by the Awardee shall in no way limit the
responsibility to indemnify, keep and save harmless and defend the County or its officers,
employees, agents and instrumentalities as herein provided. Nothing herein is intended to serve as
a waiver of sovereign immunity by the County nor shall anything herein be construed as consent by
the County to be sued by third parties in any matter arising out of this Agreement. The provisions
of this section survive the termination or expiration of this Agreement.
E. National Objective
In accordance with 24 CFR Section 570.208 of the federal regulations, the Awardee shall be
required to achieve the national objective of Benefit to Low and Moderate Income Persons or
Households (LMI). (See Attachment B -2). Awardee shall execute and deliver to the County,
simultaneous with this Agreement, a Promissory Note committing to repay the funds provided by
the County pursuant to this Agreement in the event that Awardee fails to meet the national
objective. Awardee understands that the County may be liable to the United States Department of
Housing and Urban Development ( "HUD ") for repayment of the federal funds loaned to Awardee
pursuant to this Agreement in the event that HUD determines that Awardee has failed to meet the
national objective. AWARDEE WAIVES ANY RIGHT TO OBJECT TO THE REPAYMENT OF
FUNDS, PURSUANT TO THIS AGREEMENT AND /OR THE PROMISSORY NOTE, IN THE
EVENT THAT HUD DETERMINES THAT THE AWARDEE HAS NOT MET THE NATIONAL
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OBJECTIVE. The County shall have all rights and remedies in law and equity to seek repayment
of funds loaned to Awardee pursuant to this Agreement.
Documents and Reporting Requirements
The Awardee shall submit documents to PHCD or report on relevant information to PHCD as
described below or provide any other documents in whatever form, manner, or frequency as
prescribed by PHCD. These will be used for monitoring progress, performance, and compliance
with this Agreement and for compliance with applicable County and Federal requirements.
1. Certificates of Insurance
The original to be received by PHCD within the first month of this Agreement period, and
submitted with each payment request, including any renewals, prior to payments made by
the County. The effective date of the coverage must coincide with the beginning date of
this agreement.
Government entity shall indemnify and hold harmless the County and its officers,
employees, agents and instumentalities from any and all liability, losses or damages,
including attorney's fees and costs of defense, which the County or its officers,
employees, agents or insturmentalities may incur as a result of claims, demands, suits,
causes of actions or proceedings of any kind or nature arising out of, relating to or
resulting from the performance of this Agreement by the Government entity or its
employees, agents, servants, partners principals or subcontractors. Government entity
shall pay all claims and losses in connection therewith and shall investigates and defend
all claims, suits or actions of any kind or nature in the name of the County, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and
attorney's fees which may issue thereon. Government entity expressly understands and
agrees that any insurance protection required by this Agreement or otherwise provided by
Government entity shall in on way limit the responsibility to indemnify, keep and save
harmless and defend the County or its officers, employees, agents and instrumentalities
as herein provided.
2. Progress Reports
The Awardee shall submit a status report using the form attached hereto as
Attachment C, "Progress Report," as it may be revised by PHCD, which shall
describe the progress made by the Awardee in achieving each of the objectives
and action steps identified in Attachment A and Attachment A -1.
The Awardee shall ensure that PHCD receives each report in triplicate, (or as
indicated) no later than 10 days after the quarter ends..
Quarterly Reporting when Subcontractors are Utilized
Awardees are advised that when Subcontractors or Subconsultants are utilized
to fulfill the terms and conditions of this Agreement, Miami -Dade County
Resolution No. 1634 -93 will apply to this Agreement. This resolution requires the
selected Awardees to file quarterly reports as to the amount of Agreement
monies received from the County and the amounts thereof that have been paid
by the Awardee directly to Black, Hispanic and Women -Owned businesses
performing part of the contract work.
Additionally, the listed businesses are required to sign the reports, verifying their
participation in the contract work and their receipt of such monies. For purposes
of applicability, the requirements of this resolution shall be in addition to any
other reporting requirements required by law, ordinance or administrative order.
The Awardee shall submit to PHCD a cumulative account of its activities under
this agreement by completing the following portions of the Progress Report Form:
Section I - Status of Contracted Activities:
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The Awardee must report specific information regarding the status of the
contracted activities, including accomplishments and /or delays encountered
during the implementation of the project and an unduplicated count of clients
served during the reporting period (if applicable) for each federally defined ethnic
category. Awardees engaged in construction and /or housing rehabilitation
projects shall report on the progress of their activities including the number of
housing units completed and occupied by low- moderate and low income
residents. The Awardee shall also report demographic information on each head
of household. Each goal and corresponding objective(s), as indicated in the
approved Scope of Services, must be addressed as part of this report.
Section II - Fiscal Information:
The Awardee must report expenditure information based on approved budgeted
line items to reflect all costs incurred during the reporting period. In addition, the
Awardee shall report on Program Income Usage for each contracted activity.
Section III - Contract and Subcontract Activitv Report:
Contract and Subcontract Activity Report (First and Third Quarter Progress
Report) - The Awardee shall report to PHCD the number of business activities
involving minority vendors, including subcontractors performing work under this
Agreement. The "Contract and Subcontract Activity Report" Section in
Attachment C, and when applicable Section 3 in the same Attachment shall be
completed semiannually by the Awardee and submitted to PHCD no later than 10
days after the first and the third quarter ends.
Section IV - Neighborhood Employment Opportunities:
Neighborhood Employment Opportunities Report (First and Third Quarter
Progress Report) - The Awardee shall report to PHCD the number of target and
service area residents who have received employment opportunities from
federally financed and assisted projects and activities.
The Neighborhood Employment Opportunities Report shall be submitted using
the Progress Report Form attached hereto as a Section in Attachment C, as it
may be revised. This section of the form shall be completed semiannually by the
Awardee and submitted to PHCD no later than 10 days after the first and the
third quarter ends.
The Awardee shall submit to the County, in a timely manner, any other
information deemed necessary by the County, and its presentation shall comply
with the format specified at the time of the request. Failure to submit the
Progress Reports or other information in a manner satisfactory to the County by
the due date shall render the Awardee in noncompliance with this Article. The
County may require the Awardee to forfeit its claim to payment requests or the
County may invoke the termination provision in this Agreement by giving five
days written notice of such action to be taken.
C. Unspecified Site(s) Objective - If the Awardee has not yet identified a location to
carry out any of the activities described in Attachment A, the Awardee shall
submit, in triplicate, Progress Reports, using the form attached hereto as part of
Attachment C, on a monthly basis until such time as the Awardee complies with
the provisions contained within Section 11, Paragraph FA. of this Agreement.
Copies of the above described Progress Report shall be received by PHCD no
later than the tenth (10th) day of each month and shall address the progress
undertaken by the Awardee during the previous month. This Progress Report
shall not be required if the Awardee is submitting the Progress Reports required
by Section II, Paragraph F.2.a and Paragraph F.3.
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3. Annual Report (Fourth Quarter Progress Report) -The Awardee shall submit a cumulative
status report (hereinafter referred to as "Annual Report ") using the "Progress Report"
specified in Section II, Paragraph F.2.a. above, which shall describe the progress made by
the Awardee in achieving each of the National Objectives identified in Attachment A
during the previous year. The "Annual Report" must cover the CDBG fiscal year of
January 1, 2011 through December 31, 2011 and shall be received by PHCD no later than
10 days after the year ends.
4. Environmental Review - The Awardee immediately upon locating or determining a site for
each of the "Unspecified Site" activities to be carried out pursuant to this Agreement, shall
submit information detailing the location of each site for which a Site Environmental
Conditions Statement will be prepared. The Environmental Review is to be prepared on
information contained in Attachment D, "Information for Environmental Review Form."
Notwithstanding any provision of this Agreement, the parties hereto agree and
acknowledge that this Agreement does not constitute a commitment of funds or
site approval, and that such commitment of funds or approval may occur only upon
satisfactory completion of environmental review and receipt by the County of a
release of funds from the U.S. Department of Housing and Urban Development
under 24 CFR Part 58. The parties further agree that the provision of any funds to
the project is conditioned on the County's determination to proceed with, modify or
cancel the project based on the results of a subsequent environmental review.
5. Audit Report - The Awardee shall submit to PHCD an annual audit report in triplicate as
required by Section II, Paragraph L of this Agreement, as set forth below. The Awardee
shall submit a written statement from its auditing firm to confirm that it has cleared any
non- compliance issues stated in the audit, and a written statement from the Auditor that
the audit complies with all applicable provisions of 24 CFR Part 84.26, Part 85.26 and
OMB A -133.
6. Personnel Policies and Administrative Procedures - The Awardee shall submit detailed
documents describing the Awardee's internal corporate or organizational structure,
property management and procurement policies and procedures, personnel management,
accounting policies and procedures, etc. Such information shall be submitted to PHCD
within 30 days of the execution of this Agreement.
7. Inventory Report - The Awardee shall report annually all nonexpendable personal and real
property purchased with CDBG funds from this and previous agreements with the County
as specified in Section II, Paragraph W of this Agreement.
8. Affirmative Action Plan - The Awardee shall report to PHCD information relative to the
equality of employment opportunities whenever so requested by PHCD.
9. Disclosure of Related or Affiliated Parties
At the time of contract execution, or at any other time at the request of the County,
Awardee shall disclose to the County all Related or Affiliated Parties. Related or Affiliated
Parties shall mean persons, corporations, partnerships, or other business entities (a)
which have a direct or indirect ownership interest in Awardee, (b) which have a parent or
principal thereof which has a direct or indirect ownership interest in Awardee, (c) whose
members appointed by Awardee, or (d) which the County deems in its sole discretion to
be a Related or Affiliated Party of Awardee. The Awardee shall report this information to
the County upon forming the relationship or, if already formed, shall report it immediately.
Any supplemental information shall be reported quarterly in the required Progress Report.
This provision shall be construed broadly to the benefit of the County. Non - compliance
with these requirements will be considered a default, which may result in the immediate
termination of the agreement, the recovery of the entire funding award, and the
disqualification of funding through PHCD for a period of three years.
10. Reporting on Financial Status, Bankruptcy, Real Property, or Personal Property
Page 6 of 39
Awardee shall notify the County in writing within ten (10) days of the occurrence of any of
the following as to Awardee or any Related or Affiliated Parties:
a. Any anticipated or pending lis pendens, foreclosure action, arrearage, default,
late payment regarding any property of Awardee or Related or Affiliated Parties, including
properties not related to this Agreement. Awardee shall also provide the County with a
copy of all court filings, notices of default, arrearage or late payment, or any other
documents relevant to the disclosures required herein.
b. Any legal encumbrance on the Property not permitted in writing by the County.
c. Any default or arrearage on any loan, Note or other debt or obligation for
which the Property is security.
d. Any anticipated or pending bankruptcy, restructuring, dissolution,
reorganization, appointment of a trustee or receiver.
e. Any action, activity, facts, or circumstances that would materially impair
performance by Awardee of all the terms and conditions of this Agreement.
Failure to comply with these reporting requirements shall constitute a default and
shall entitle the County to seek any and all remedies available at law, equity and
pursuant to this Agreement.
G. Lobbying Prohibition
The Awardee shall certify that 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 any 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 Agreement, 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 Agreement, grant, loan,
or cooperative Agreement.
2. The Awardee shall disclose to PHCD if any funds other than federal appropriated funds
have been paid or will be 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
Agreement, grant, loan, or cooperative Agreement, on a Standard Form -LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
The Awardee shall ensure that the language in this Section II, Paragraph G.I. and G.2 be
included in the award documents for all subawards at all tiers (including subcontracts,
subgrants, and Agreements under grants, loans, and cooperative Agreements) and to
ensure that all subrecipients shall certify and disclose accordingly in connection with this
activity.
H. Federal, State, and County Laws and Regulations
The Awardee agrees to abide by Chapter II -A, Code of Miami -Dade County ( "County
Code "), as amended, applicable to non - discrimination in employment, housing and public
accommodation.
Rules, Regulations and Licensing Requirements
The Awardee shall comply with all laws, ordinances and regulations applicable to the
services contemplated herein, especially those applicable to conflict of interest and
collusion. Awardees are presumed to be familiar with all Federal, State and local laws,
Page 7 of 39
ordinances, codes, rules and regulations that may in any way affect the goods or services
offered, especially Executive Order No. 11246 entitled "Equal Employment Opportunity"
and as amended by Executive Order No. 11375, as supplemented by the Department of
Labor Regulations (41 CFR, Part 60), the Americans with Disabilities Act of 1990 and
implementing regulations, the Rehabilitation Act of 1973, as amended, Chapter 553 of
Florida Statutes and any and all other local, State and Federal directives, ordinances,
rules, orders, and laws relating to people with disabilities. The Awardee will also comply
with OMB A -122, OMB A -110, OMB A -21, OMB A -133, and with the applicable
procedures specified in PHCD's Policies and Procedures Manual found at
hftp:/ /www.miamidade.gov /ced /PnP.asp, which are incorporated herein by reference,
receipt of which is hereby acknowledged, and as they may be revised.
The Awardee shall comply with Section 504 of the Rehabilitation Act of 1973, as
amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil
Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color,
or national origin; the Age Discrimination Act of 1975, as amended, which prohibits
discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended,
and Executive Order 11063 which prohibits discrimination in housing on the basis of race,
color, religion, sex, or national origin; Executive Order 11246, as amended which requires
equal employment opportunity; and with the Energy Policy, amended and Conservation
Act (Pub.L 94 -163) which requires mandatory standards and policies relating to energy
efficiency.
The Awardee also agrees to comply with the Domestic Violence Leave codified as 11A -60
et seq. of the Miami -Dade County Code, which requires an employer, who in the regular
course of business has fifty (50) or more employees working in Miami -Dade County for
each working day during each of twenty (20) or more calendar work weeks to provide
domestic violence leave to its employees. Failure to comply with this local law may be
grounds for voiding or terminating this Agreement or for commencement of debarment
proceedings against the Awardee.
3. If the amount payable to the Awardee pursuant to the terms of this Agreement is in excess
of $100,000, the Awardee shall comply with all applicable standards, orders, or
regulations, issued pursuant to Section 306 of the Clean Air Act of 1970 (42 U.S.C. 1857
h), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended;
Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency
regulations (40 CFR Part 15); and Executive Order 11738.
4. Assurance of Compliance with Section 504 of the Rehabilitation Act - The Awardee shall
report its compliance with Section 504 of the Rehabilitation Act whenever so requested by
PHCD.
5. Americans with Disabilities Act (ADA) of 1990 - The Awardee shall attest to; and submit
the required Disability Non - discrimination Affidavit assuring compliance with all applicable
requirements of the laws listed below including but not limited to, those provisions
pertaining to employment, provisions and program services, transportation,
communications, access to facilities, renovations, and new construction. The
Developer /Awardee /Contract further agress to comply with the 2010 ADA Standards for
accessible design.
6. Affirmative Action /Non- Discrimination of Employment Promotion and Procurement
Practices (Ordinance #98 -30) - All firms with annual gross revenues in excess of $5
million, seeking to contract with Miami -Dade County shall, as a condition of award, have a
written Affirmative Action Plan and Procurement Policy on file with the County's
Department of Business Development. Said firms must also submit, as a part of their
proposals /bids to be filed with the Clerk of the Board, an appropriately completed and
signed Affirmative Action Plan /Procurement Policy Affidavit. Firms whose Boards of
Directors are representative of the population make -up of the nation are exempt from this
requirement and must submit, in writing, a detailed listing of their Boards of Directors,
showing the race or ethnicity of each board member, to the County's Department of
Business Development. Firms claiming exemption must submit, as a part of their
proposals /bids to be filed with the Clerk of the Board, an appropriately completed and
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signed Exemption Affidavit in accordance with Ordinance 98 -30. These submittals shall
be subject to periodic reviews to assure that the entities do not discriminate in their
employment and procurement practices against minorities and women -owned businesses.
It will be the responsibility of each firm to provide verification of their gross annual
revenues to determine the requirement for compliance with the Ordinance. Those firms
that do not exceed $5 million annual gross revenues must clearly state so in their
bid /proposal.
Any bidder /respondent which does not provide an affirmative action plan and procurement
policy may not be recommended by the County Manager for award by the Board of
County Commissioners.
7. Domestic Violence Leave Affidavit - Prior to entering into any contract with the County, a
firm desiring to do business with the County shall, as a condition of award, certify that it is
in compliance with the Domestic Leave Ordinance, 99 -5 and Section 11A -60 of the Miami -
Dade County Code. This Ordinance applies to employers that have, in the regular course
of business, fifty (50) or more employees working in Miami Dade County for each working
day during each of twenty (20) or more calendar work weeks in the current or preceding
calendar year. In accordance with Resolution R- 185 -00, the obligation to provide. domestic
violence leave to employees shall be a contractual obligation. The County shall not enter
into a contract with any firm that has not certified its compliance with the Domestic Leave
Ordinance. Failure to comply with the requirements of Resolution R- 185 -00, as well as the
Domestic Leave Ordinance may result in the contract being declared void, the contract
being terminated and /or the firm being debarred.
8. Code of Business Ethics - In accordance with Section 2- 8.1(1) of the Code of Miami -Dade
County each person or entitiy that seeks to do business with Miami -Dade County shall
adopt a Code of Business Ethics ( "Code ") and shall submit an affidavit stating that the
Awardee has adopted a Code that complies with the requirements of Section 2- 8.1(i) of
the Miami - Dade County Code (Form A -12). Section 2- 11.1(d) of Miami -Dade County Code
as amended by Ordinance 00 -1, also requires any county employee or any member of the
employee's immediate family who has a controlling financial interest, direct or indirect,
with Miami -Dade County or any person or agency acting for Miami -Dade County from
competing or applying for any such contract as it pertains to this solicitation, must first
request a conflict of interest opinion from the County's Ethic Commission prior to their or
their immediate family member's entering into any contract or transacting any business
through a firm, corporation, partnership or business entity in which the employee or any
member of the employee's immediate family has a controlling financial interest, direct or
indirect, with Miami -Dade County or any person or agency acting for Miami -Dade County
and that any such contract, agreement or business engagement entered in violation of this
subsection, as amended, shall render this Agreement voidable. For additional
information, please contact the Ethics Commission hotline at (305) 579 -9093.
9. Public Entity Crimes - Pursuant to Paragraph 2(a) of Section 287.133, Florida Statutes, a
person or affiliate who has been placed on the convicted vendor list following a conviction
for a public entity crime may not submit a proposal for a contract to provide any goods or
services to a public entity; may not submit a proposal on a contract with a public entity for
the construction or repair of a public building or public work; may not submit proposals on
leases of real property to a public entity; may not be awarded or perform work as a
Awardee, supplier, subcontractor, or consultant under a contract with any public entity;
and, may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017 for Category TWO ($10,000) for a period of thirty -six (36)
months from the date of being placed on the convicted vendor list. The Awardee warrants
and represents that it has not been placed on the convicted vendor list The Awardee
agrees that should Miami -Dade County discover that the Awardee's representations
regarding the list are false, this Agreement shall be terminated on the discretion of Miami -
Dade County. Further, should the Awardee be placed on the list at any time during this
Agreement Miami -Dade County shall have the right to terminate this agreement
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10. Criminal Conviction - Pursuant to Miami -Dade County Ordinance No. 94 -34, "Any
individual who has been convicted of a felony during the past ten years and any
corporation, partnership, joint venture or other legal entity having an officer, director, or
executive who has been convicted of a felony during the past ten years shall disclose this
information prior to entering into a contract with or receiving funding from the County."
Failure of the Awardee to disclose this information as required may lead to the
termination of this agreement by Miami -Dade County.
If Awardee, or any owner, subsidiary, or other firm affiliated with or related to the Awardee,
is found by the responsible enforcement agency, the Courts or the County to be in
violation of the Acts, the County will conduct no further business with Awardee. Any
contract entered into based upon a false affidavit, as listed below, and submitted pursuant
to this resolution shall be voidable by the County:
1. Miami -Dade County Ownership Disclosure Affidavit
2. Miami -Dade Employment Family Leave Affidavit
3. Miami -Dade Employment Drug -Free Workplace Affidavit
4. Miami -Dade Employment Disclosure Affidavit
5. Disability Nondiscrimination Affidavit
6. Criminal Record Affidavit
7. Public Entity Crime Affidavit
8. Related -Party Disclosure Information
9. Miami -Dade County Affidavit Regarding Delinquent and Currently Due Fees or
Taxes
10. Affirmative Action Affidavits
11. Current on all County Contracts, Loans, and Other
Obligations Affidavit
12. Project Fresh Start Affidavit
13. Domestic Violence Leave Affidavit
14. Code of Business Ethics Affidavit
15. Financial and Conflicts of Interest Affidavit
16. Collusion Affidavit
If any attesting firm violates any of the Acts below during the term of any contract such firm has with
the County, such contract shall be voidable by the County, even if the attesting firm was not in
violation at the time it submitted its affidavit.
The applicable Acts are as follows:
1. The Americans with Disabilities Act of 1990 (ADA), Pub. L. 101 -336, 104 Stat
327, 42 U.S.C. 12101 -12213 and 47 U.S.C. Sections 225 and 611 including Title
I, Employment; Title Il, Public Services; Title III, Public Accommodations and
Services Operated by Private Entities; Title IV, Telecommunications; and Title V,
Miscellaneous Provisions.
2. The Rehabilitation Act of 1973, 29 U.S.C. Section 794;
3. The Federal Transit Act, as amended 49 U.S.C. Section 1612;
4. The Fair Housing Act as amended, 42 U.S.C. Section 3601 -3631.
In addition to the requirements in the Agreement, the Awardee / Department agrees to
comply with all the provisions of 24 CFR 570.502, 24 CFR 570.503, and 24 CFR Part 570,
Subpart K, including the following:
Public Law 88 -352 and Public Law 90 -284; affirmatively furthering fair housing; Executive Order
11063.
Section 109 of the Housing and Community Development Act.
Labor standards.
Environmental standards.
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National Flood Insurance Program.
Uniformed Relocation Act.
Employment and contracting opportunities.
Lead -based paint regulations.
Eligibility of contractors or sub recipients.
Uniform administrative requirements and cost principles.
Conflict of interest.
Executive Order 12372.
Eligibility of certain resident aliens.
Architectural Barriers Act and the Americans with Disabilities Act.
11. National Objective
Awardee must achieve the following national objective;
To benefit low -and moderate - income persons;
1. For activities designed to meet the national objective of benefit to low -and
moderate - income persons, the Awardee shall ensure and maintain
documentation, acceptable to PHCD in its sole discretion, that conclusively
demonstrates that each activity assisted in whole or in part with CDBG funds is
an activity which provides benefit to persons where no less than 51% of of those
benefitted are low -and moderate - income persons.
2. The Awardee shall comply with all applicable provisions of 24 CFR Part 570 and
shall carry out each activity in compliance with all applicable federal laws and
regulations described therein. if the Awardee is a primarily religious entity, it shall
comply with all provisions of 24 CFR 570.200 (j).
3. The Awardee agrees to comply with (a) the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970, as amended (URA), and
implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b): (b) the
requirements of 24 CFR 570.606(c) governing the Residential Antidisplacement
and Relocation Assistance plan under section 104(d) of the HCD Act; and (c) the
requirements in 570.606(d) governing optional relocation policies. (The County
may preemept the optional policies). The Awardee shall provide relocation
assistance to persons (families, individuals, businesses, non - profit organizations
and farms) that are displaced as a direct result of acquisition, rehabilitaion,
demolition or conversion for a CDBG assisted project. The Awardee also agrees
to comply with applicable County ordinances, resolutions and policies concerning
the displacement of persons from their residences.
4. For each activity or portion of activity described in Attachment A hereto for
which a location has not yet been identified, the Awardee shall obtain,
immediately after a site is identified by the Awardee, PHCD's written
environmental clearance statement and shall agree in writing to comply with any
and all requirements as may be set forth in the Site Environmental Clearance
Statement.
The Awardee shall cooperate with PHCD in informing the appropriate CDBG
citizen participation structures, including the appropriate area committees, of the
activities of the Awardee in adhering to the provisions of this Agreement.
Representatives of the Awardee shall attend meetings of the appropriate
committees and citizen. participation structures, upon the request of the citizen
participation officers, PHCD, or the County.
6. The Awardee shall make a good faith effort to address the concerns of the
residents of the affected area. The Awardee shall cooperate with PHCD in
informing the appropriate CDBG citizen participation structures, including the
appropriate area committees, of the activities of the Awardee in adhering to the
provisions of this Agreement. Representatives of the Awardee shall attend
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meetings of the appropriate committees and citizen participation structures, upon
the request of the citizen participation officers, PHCD, or the County.
7. For activities involving acquisition, rehabilitation and /or demolition of property and
which require the relocation of families, individuals, businesses and /or industries,
the Awardee shall submit a written notification to the Community Planning and
Outreach Division of PHCD prior to relocating, evacuating, and /or dispersing any
and all legal occupants who reside at this property on the basis of a long or short
term lease. When the legality of an occupant (individual, family, business, and /or
industry) is in question, the Awardee shall contact the above mentioned unit prior
to making a determination. Awardees receiving CDBG funds shall adhere to 24
CFR part 50 and /or part 58 and to the rules and regulations of the Uniform
Relocation Assistance and Real Property Acquisition Act of 1970, as
amended.The Awardee shall adopt Affirmative Marketing Procedures and
requirements for CDBG assisted projects. These procedures must consist of
actions to provide information and attract eligible persons from all racial, ethnic
and gender groups to the available services. The Awardee shall annually assess
its affirmative marketing program to determine if the procedures used to comply
with the requirements specified in Public Law 88 -352 and Public Law 90 -284
successfully meet these requirements. The Awardee shall submit to PHCD its
Affirmative Marketing Plan no later than 60 days from the date this Agreement is
executed.
For Housing, Rehabilitation, and Construction activities all conditions in this
section will apply throughout the regulatory period identified in the national
objective. Throughout that period, the Awardee will be required to submit an
annual report regarding their compliance with the national objective, and PHCD
will have the right to monitor the activity.
The Awardee shall comply with all applicable uniform administrative
requirements as described in 24 CFR 570.502
Conflicts with Applicable Laws
If any provision of this Agreement conflicts with any applicable law or regulation including but not
limited to, 24 CFR 570, only the conflicting provision shall be deemed by the parties hereto to be
modified to be consistent with the law or regulation or to be deleted if modification is impossible.
However, the obligations under this Agreement, as modified, shall continue and all other provisions
of this Agreement shall remain in full force and effect. The County's determination on whether a
provision conflicts shall be final and binding.
J. Board of Directors
If the Awardee is a Community Development Corporation (CDC), PHCD shall have the option to
appoint a representative to the Awardee's board of directors. This representative shall not be
considered in the counting of a quorum and shall have no voting privileges.
K. Construction
If the Awardee engages in, procures, or makes loans for construction work, the Awardee shall:
Contact the PHCD representative noted in Section IV, Paragraph M of this Agreement,
prior to taking any action, to schedule a meeting to receive compliance information.
Comply with the Awardee's procurement and pre -award requirements and procedures
which, at a minimum, shall adhere to all applicable federal standards.
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3. Comply with the Davis -Bacon Act; Copeland Anti -Kick Back Act; Contract Work Hours and
Safety Standards Act; and Lead -Based Paint Poisoning Prevention Act as amended on
September 15, 1999; and other related acts, as applicable.
4. Submit to PHCD for written approval all proposed Solicitation Notices, Invitations for Bids,
and Requests for Proposals prior to publication.
5. Submit to PHCD all construction plans and specifications and receive PHCD's approval
prior to implementation.
6. Contact the PHCD representative noted in Section IV, Paragraph M, prior to scheduling a
pre - construction conference. In accordance with industry standards, PHCD will hold ten
percent (10 %) of the total grant award as a retainer until the construction work is
determined by PHCD, in its sole discretion, to be seventy -five percent (75 %)
completed, At the time that the construction work is determined by PHCD to be
seventy -five percent complete, the retainer will be reduced to 5% until the work is
completed, Completion shall occur when a Certificate of Occupancy is issued.
7. The County shall have the right to assign the Professional Staff and provide Technical
Assistance from the Department of Housing and Community Development to assist the
project if the County's staff determines that the Awardee has been unable to consistently
achieve the work and units described within the time frames of the action step format of
this agreement. Such involvement may result in a reduction of a maximum of 5% of the
Agreement's award to cover the cost of the technical assistance. The Awardee shall
cooperate and comply with all requests made by such staff..
8. Execute and record, at the County's request, any of the following documents in order to
ensure the Property is used as defined and described in Attachment A of this Agreement:
a. Promissory Note
b. Mortgage
G. Loan Agreement
d. Restrictive Covenant
e. Rental Regulatory Agreement
f. Collateral Assignment of leases, rents and Contract Rights
g. UCC -1 Rider
h. Title Insurance Policy
Audits and Records
Nonprofit organizations that expend $500,000 or more annually in federal awards shall
have a single or program specific audit conducted in accordance with OMB A -133.
Nonprofit organizations expending federal awards of $500,000 or more under only one
federal program may elect to have a program - specific audit performed, in accordance with
OMB A -133. Awardees who will be receiving, or who have received, federal awards for
loans or loan guaranteed programs may be required to conduct audits of those programs
in accordance with regulations of the federal agencies providing those guarantees or
loans.
Nonprofit organizations that expend less than $500,000 annually in federal awards shall
be exempt from an audit conducted in accordance with OMB A -133, although their records
must be available for review (e.g., inspections, evaluations). Such agencies that receive
less than $500,000 in combined Federal awards must submit to the County annual
compilation reports that describe their performance. To achieve uniformity regarding the
reporting format, such documents must comply with the accounting industry standards by
communicating an independent accountant's (1) expression of limited assurance on
FINANCIAL STATEMENTS as a result of performing inquiry and analytic procedures
(Review Report); (2) results of procedures performed (Agreed -Upon Procedures Report);
(3) non - expression of opinion or any form of assurance on a presentation in the form of
financial statements information that is the representation of management (Compilation
Report); or (4) an opinion on an assertion made by management in accordance with the
Statements on Standards for Attestation Engagements (Attestation Report).
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When the requirements of OMB A -133 apply, an audit shall be conducted for each fiscal
year for which federal awards attributable to this Agreement have been received by the
Awardee. Each audit shall include a fiscal review, which includes a validation of all
program generated income and its disposition, especially attributable to CDBG funds, an
internal control review, and a compliance review as described in OMB A -133. A copy of
the audit report in triplicate must be received by PHCD no later than six months following
the end of the Awardee's fiscal year.
If an audit is required by Paragraph L of this Agreement, but the requirements of OMB A-
133 do not apply the Awardee may choose to have an audit performed either on the basis
of the Awardee's fiscal year or on the basis of the period during which PHCD- federal
assistance has been received. In either case, each audit shall cover a time period of not
more than twelve (12) months and an audit shall be submitted covering each assisted
period until all the assistance received from this Agreement has been reported on. Each
audit shall adhere to all other audit standards of OMB A -133, as these may be limited to
cover only those services undertaken pursuant to the terms of this Agreement. A copy of
the audit report in triplicate must be received by PHCD no later than six months following
each audit period.
5. The Awardee shall maintain all Contract Records in accordance with generally accepted
accounting principles, procedures, and practices which shall sufficiently and properly
reflect all revenues and expenditures of funds provided directly or indirectly by the County
pursuant to the terms of this Agreement.
6. The Awardee shall maintain all Contract Records that document all actions undertaken to
accomplish the "Scope of Services" outlined in Attachment A in this Agreement.
7. The Awardee shall ensure that the Contract Records shall be at all times subject to and
available for full access and review, inspection, or audit by County and federal personnel
and any other personnel duly authorized by the County.
8. The Awardee shall include in all PHCD approved subcontracts used to engage
subcontractors to carry out any eligible substantive programmatic services, as such
services are described in this Agreement and defined by PHCD, each of the record -
keeping and audit requirements detailed in this Agreement. PHCD shall, in its sole
discretion, determine when services are eligible substantive programmatic services and
subject to the audit and record - keeping requirements described above.
9. The County reserves the right to require the Awardee to submit to an audit by Audit and
Management Services or other auditor of the County's choosing at the Awardee's
expense. The Awardee shall provide access to all of its records, which relate directly or
indirectly to this Agreement at its place of business during regular business hours. The
Awardee shall retain all records pertaining to this Agreement and upon request make
them available to the County for four years following expiration of the Agreement. The
Awardee agrees to provide such assistance as may be necessary to facilitate the review
or audit by the County to ensure compliance with applicable accounting and financial
standards.
10. The Awardee shall ensure that its auditors share their audit results with and must submit
the audit report to PHCD within six months after the conclusion of the audit period.
11. Pursuant to County Ordinance No. 03 -2, the Awardee will grant access to the Commission
Auditor to all financial and performance related records, property, and equipment
purchased in whole or in part with government funds. The Awardee agrees to maintain an
accounting system that provides accounting records that are supported with adequate
documentation, and adequate procedures for determining the allow ability and allocability
of costs.
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M. Protected Records and Documents
Any person or entity that performs or assists Miami -Dade County with a function or activity
involving the use or disclosure of "Individually Identifiable Health Information (IIHI) and /or
Protected Health Information (PHI) shall comply with the Health Insurance Portability and
Accountability Act (HIPAA) of 1996 and the Miami -Dade County Privacy Standards Administrative
Order. HIPAA mandates privacy, security and electronic transfer standards including but not
limited to:
1. Use of information only for performing services required by the Agreement or as
required by law;
2. Use of appropriate safeguards to prevent non - permitted disclosures;
3. Reporting to Miami -Dade County of any non - permitted use or disclosure;
4. Assurances that any agents and subcontractors agree to the same restrictions
and conditions that apply to the Contractor and reasonable assurances that
IIHI /PHI will be held confidential;
5. Making Protected Health Information (PHI) available to the customer;
6. Making PHI available to the customer for review and amendment, and
incorporating any amendments requested by the customer;
7. Making PHI available to Miami -Dade County for an accounting of disclosures;
and
8. Making internal practices, books and records related to PHI available to Miami -
Dade County for compliance audits.
PHI shall maintain its protected status regardless of the form and method of transmission (paper
records, and /or electronic transfer of data). The Contractor must give its. customers written notice
of its privacy information practices including specifically, a description of the types of uses and
disclosures that would be made with protected health information.
N. Retention of Records
The Awardee shall retain all Contract Records for a period of at least five (5) years
(hereinafter referred to as "Retention Period ") subject to the limitations set forth below:
a. For all non -CDBG assisted activities, the Retention Period shall begin upon the
expiration or termination of this Agreement.
b. For CDBG assisted public service activities, the Retention Period shall begin
upon the date of U.S. HUD's acceptance of PHCD's annual Grantee
Performance Report for the year in which the activity is reported as completed.
For each public service activity, the Awardee must retain all Agreement records
except those relating to real and nonexpendable personal property.
C. For all other CDBG assisted activities, the Retention Period shall begin upon
U.S. HUD's acceptance of PHCD's annual Grantee Performance Report in which
each assisted activity is reported on for the final time. For all the CDBG assisted
activities covered by this Section II, Paragraph L.1.c., the Awardee must retain all
Agreement records except those relating to real and nonexpendable personal
property.
d. For all CDBG assisted activities, the Retention Period for all Agreement records
relating to real and nonexpendable personal property shall begin upon the date
of the final disposition of the property.
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2. If the County or the Awardee have received or given notice of.any kind indicating any
threatened or pending litigation, claim or audit arising out of the services provided
pursuant to 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 PHCD, fully, completely and finally resolved.
3. The Awardee shall allow the County, federal personnel, or any person authorized by the
County full access to and the right to examine any of the Agreement records during the
required Retention Period.
4. The Awardee shall notify PHCD in writing, both during the pendency of this Agreement
and after its expiration as part of the final closeout procedure, of the address where all
Agreement records will be retained.
5. The Awardee shall obtain written approval of PHCD prior to disposing of any Agreement
records within one year after expiration of the Retention Period.
O. Provision of Records and Proprietary Rights and Information
1. The Awardee shall provide to PHCD, upon request, all Agreement records. These
records shall become the property of PHCD without restriction, reservation, or limitation
of their use. PHCD shall have unlimited rights to all books, articles, or other copyrightable
materials developed for the purpose of this Agreement. These unlimited rights shall
include the rights to royalty - fees; nonexclusive, and irrevocable license to reproduce,
publish, or otherwise use, and to authorize others to use, the information for public
purposes.
2. If the Awardee 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 Awardee shall provide a copy of each report and any follow -up
communications and reports to PHCD immediately upon such issuance unless such
disclosure is a violation of the rules or policies of the regulatory agencies issuing the
reports.
3. Proprietary Information
As a political subdivision of the State of Florida, Miami -Dade County is subject to the
stipulations of Florida's Public Records Law.
The Awardee acknowledges that all computer software in the County's possession may
constitute or contain information or materials which the County has agreed to protect as
proprietary information from disclosure or unauthorized use and may also constitute or
contain information or materials which the County has developed at its own expense, the
disclosure of which could harm the County's proprietary interest therein.
During the term of the Agreement, the Awardee will not use directly or indirectly for itself
or for others, or publish or disclose to any third party, or remove from the County's
property, any computer programs, data compilations, or other software which the County
has developed, has used or is using, is holding for use, or which are otherwise in the
possession of the County (hereinafter "Computer Software "). All third -party license
agreements must also be honored by the Awardees and their employees, except as
authorized by the County and, if the Computer Software has been leased or purchased by
the County, all hired party license agreements must also be honored by the Awardees'
employees with the approval of the lessor or Awardees thereof. This includes mainframe,
minis, telecommunications, personal computers and any and all information technology
software.
The Awardee will report to the County any information discovered or which is disclosed to
the Awardee which may relate to the improper use, publication, disclosure or removal from
the County's property of any information technology software and hardware and will take
such steps as are within the Awardee's authority to prevent improper use, disclosure or
removal.
Page 16 of 39
3. Proprietary Rights
a) The Awardee hereby acknowledges and agrees that the County retains all rights, title
and interests in and to all materials, data, documentation and copies thereof furnished
by the County to the Awardee hereunder or furnished by the Awardee to the County
and /or created by the Awardee for delivery to the County, even if unfinished or in
process, as a result of the Services the Awardee performs in connection with this
Agreement, including all copyright and other proprietary rights therein, which the
Awardee as well as its employees, agents, subcontractors and suppliers may use
only in connection of the performance of Services under this Agreement. The
Awardee shall not, without the prior written consent of the County, use such
documentation on any other project in which the Awardee or its employees, agents,
subcontractors or suppliers are or may become engaged. Submission or distribution
by the Awardee to meet official regulatory requirements or for other purposes in
connection with the performance of Services under this Agreement shall not be
construed as publication in derogation of the County's copyrights or other proprietary
rights.
b) All rights, title and interest in and to certain inventions, ideas, designs and methods,
specifications and other documentation related thereto developed by the Awardee
and its subcontractors specifically for the County, hereinafter referred to as
"Developed Works" shall become the property of the County.
c) Accordingly, neither the Awardee nor its employees, agents, subcontractors or
suppliers shall have any proprietary interest in such Developed Works. The
Developed Works may not be utilized, reproduced or distributed by or on behalf of the
Awardee, or any employee, agent, subcontractor or supplier thereof, without the prior
written consent of the County, except as required for the Awardee's performance
hereunder.
d) Except as otherwise provided in subsections a, b, and c above, or elsewhere herein,
the Awardee and its subcontractors and suppliers hereunder shall retain all
proprietary rights in and to all Licensed Software provided hereunder, that have not
been customized to satisfy the performance criteria set forth in the Scope of Services.
Notwithstanding the foregoing, the Awardee hereby grants, and shall require that its
subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable
and unrestricted right and license to use, duplicate, disclose and /or permit any other
person(s) or entity(ies) to use all such Licensed Software and the associated
specifications, technical data and other Documentation for the operations of the
County or entities controlling, controlled by, under common control with, or affiliated
with the County, or organizations which may hereafter be formed by or become
affiliated with the County. Such license specifically includes, but is not limited to, the
right of the County to use and /or disclose, in whole or in part, the technical
documentation and Licensed Software, including source code provided hereunder, to
any person or entity outside the County for such person's or entity's use in furnishing
any and /or all of the Deliverables provided hereunder exclusively for the County or
entities controlling, controlled by, under common control with, or affiliated with the
County, or organizations which may hereafter be formed by or become affiliated with
the County. No such License Software, specifications, data, documentation or related
information shall be deemed to have been given in confidence and any statement or
legend to the contrary shall be void and of no effect
P. Audits and Inspectors General
Nothing in this Agreement shall impair any independent right of the County to conduct audit or
investigate activities. The provisions of this section are neither intended nor shall they be construed
to impose any liability on the County by the Awardee or third parties.The provisions in this section
shall apply to the Awardee, its officers, agents, employees, subcontractors, suppliers and Related
or Affiliated Parties. The Awardee shall incorporate the provisions in this section in all subcontracts
and all other Agreements executed by the Awardee in connection with the performance of the
Agreement.
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Miami -Dade County Inspectors General Review
According to Section 2 -1076 of the Code of Miami -Dade County, as amended, Miami -Dade County
has established the Office of the Inspector General which may, on a random basis, perform audits
on all County contracts, throughout the duration of said contracts, except as otherwise provided
below. The cost of the audit of any Contract shall be one quarter (1/4) of one (1) percent of the
total contract amount which cost shall be included in the total proposed amount. The audit cost will
be deducted by the County from progress payments to the selected Awardee. The audit cost shall
also be included in all change orders and all contract renewals and extensions.
Exception: The above application of one quarter (1/4) of one percent fee assessment shall not
apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal services; (c) contracts
for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (f)
concessions and other rental agreements; (g) insurance contracts; (h) revenue - generating
contracts; (1) contracts where an IPSIG is assigned at the time the contract is approved by the
Commission; (j) professional service agreements under $1,000; (k) management agreements; (1)
small purchase orders as defined in Miami -Dade County Administrative Order 3 -2; (m) federal,
state and local government- funded grants; and (n) interlocal agreements. Notwithstanding the
foregoing, the Miami -Dade County Board of County Commissioners may authorize the inclusion of
the fee assessment of one quarter (1/4) of one •percent in any exempted contract at the time of
award.
Awardee consents to the powers of the Inspector General. The Miami -Dade County Inspector
General is authorized and empowered to review past, present and proposed County contracts,
transactions, accounts, records and programs. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of records and monitor existing
projects and programs. Monitoring of an existing project or program may include a report
concerning whether the project is on time, within budget and in compliance with plans,
specifications and applicable law.
Upon ten (10) days prior written notice to the Awardee from the Inspector General or IPSIG
retained by the Inspector General, the Awardee shall make all requested records and documents
available to the Inspector General or IPSIG for inspection and copying. The Inspector General and
IPSIG shall have the right to inspect and copy all documents and records in the Awardee's
possession, custody or control which, in the Inspector General or IPSIG's sole judgment, pertain to
performance of the Agreement, including, but not limited to original estimate files, worksheets,
proposals and Agreements from and with successful and unsuccessful subcontractors and
suppliers, all project - related correspondence, memoranda, instructions, financial documents,
construction documents, proposal and Agreement documents, back - charge documents, all
documents and records which involve cash, trade or volume discounts, insurance proceeds,
rebates, or dividends received, payroll and personnel records, and supporting documentation for
the aforesaid documents and records.
Independent Private Sector Inspector General Reviews
Pursuant to Miami -Dade County Administrative Order 3 -20, the Awardee is aware that the County
has the right to retain the services of an Independent Private Sector Inspector General (hereinafter
"IPSIG "), whenever the County deems it appropriate to do so. Upon written notice from the County,
the Awardee shall make available to the IPSIG retained by the County, all requested records and
documentation pertaining to this Agreement for inspection and reproduction. The County shall be
responsible for the payment of these IPSIG services, and under no circumstance shall the
Awardee's prices and any changes thereto approved by the County, be inclusive of any charges
relating to these IPSIG services. The terms of this provision herein, apply to the Awardee, its
officers, agents, employees, subcontractors and assignees. Nothing contained in this provision
shall impair any independent right of the County to conduct an audit or investigate the operations,
activities and performance of the Awardee in connection with this Agreement. The terms of this
Article shall not impose any liability on the County by the Awardee or any third party.
Commission Auditor Access to Records
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Pursuant to Ordinance No. 03 -2, Awardee shall grant access to the Commission Auditor to all
financial and performance related records, property, and equipment purchased in whole or in part
with government funds, including funds awarded tp Awardee pursuant to this Agreement.
O. Prior Approval
The Awardee shall obtain written approval from PHCD prior to undertaking any of the following:
1. The engagement or execution of any subcontract(s) or Agreement assignments, wherein
CDBG funds will be used to pay for goods or services. The Awardee must submit all
proposed agreement documents to PHCD at least thirty (30) days prior to the start date of
the agreement. PHCD shall have no obligation to approve payment of any expenditure
(resulting from an agreement or subcontract) which was incurred prior to the approval by
PHCD of such agreement or subcontract.
2. The addition of any positions not specifically listed in the approved budget.
3. The modification or addition of all job descriptions for existing staff.
4. The purchase of all nonexpendable personal property not specifically listed in the
approved budget.
5. The disposition of all real, expendable personal, and nonexpendable personal property as
defined in Section II, Paragraph W.I. of this Agreement.
6. Out -of -town travel not specifically listed in the approved budget.
7. The disposition of Program Income not specifically listed in the approved Program Income
budget.
8. The publication 'of proposed Solicitation Notices, Invitations for Bids and Requests for
Proposals as provided for in Section II, Paragraph K of this Agreement.
9. The disposal of all Agreement records as provided for in Section II, Paragraph N of this
Agreement.
10. In the event the Awardee wishes to substitute personnel for the key personnel identified
by the Awardee's Proposal, the Awardee must notify the County in writing and request
written approval for the substitution at least ten (10) business days prior to effecting such
substitution.
R. Monitoring
The Awardee shall permit PHCD and other persons duly authorized by PHCD to inspect all
Agreement records, facilities, equipment, materials, and services of the Awardee which are in any
way connected to the activities undertaken pursuant to the terms of this Agreement, and /or to
interview any clients, employees, subcontractors, or assignees of the Awardee. Following such
inspection or interviews, PHCD will deliver to the Awardee a report of its findings, and the Awardee
will rectify all deficiencies cited by PHCD within the specified period of time set forth in the report, or
provide PHCD with a reasonable justification for not correcting the deficiencies. PHCD will
determine, in its sole and absolute discretion, whether or not the Awardee's justification is
acceptable or if the Awardee must, despite the justification, rectify the deficiencies cited by PHCD
in its report.
S. Conflict of Interest
The Awardee agrees to abide by the provisions of 24 CFR 84.42 (24 CFR Part 85.36 for Public
Agencies) and 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently
has no financial interest and shall not acquire any financial interest, direct or indirect, which would
conflict in any manner or degree with the performance of services requried under this Agreement.
The Awardee further covenants that in the performance of this Agreement no person having such a
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financial interest shall be employed or retained by the Awardee hereunder. These conflict of
interest provisions apply to any person who is an employee, agent, consultant, officer, or elected
official or appointed official of the County, or of any designated public agencies or subrecipients
which are receiving funds under the CDBG Entitlement program. The Awardee certifies and
represents that no officer, director, employee, agent, or other consultant of the County or a
member of the immediate family or household of the aforesaid has directly or indirectly received or
been promised any form of benefit, payment or compensation, whether tangible or intangible, in
connection with the grant of this Agreement.
The Awardee shall abide and be governed by Miami -Dade County Ordinance No. 72 -82 (Conflict
of Interest Ordinance), as amended, which is incorporated herein by reference as if fully set forth, in
connection with its Agreement obligations hereunder.
The Awardee shall disclose any possible conflicts of interest or apparent improprieties of any party
that are covered by the above standards. The Awardee shall make such disclosure in writing to
PHCD immediately upon the Awardee's discovery of such possible conflict. PHCD will then render
an opinion which shall be binding on all parties.
The Awardee shall submit to PHCD, within five business days of execution this Agreement, all
updated Conflict of Interest affidavits, Related Party Disclosure statements, list of current Board
members, and list of all business associations with the following documents:
➢ Original Agreement or its subsequent amendments.
➢ Requests for budget revisions.
➢ Requests for approval of subcontracts.
Non - compliance with the above requirements will be considered a breach of Agreement, which will
result in the immediate termination of the agreement, the recovery of the entire funding award, and
the disqualification of funding through PHCD for a period of three years.
a) Awardee certifies and represents that there are no undisclosed persons or entities
interested with the Awardee in this Agreement. This Agreement is entered into by the
Awardee without any connection with any other entity or person making a proposal for
the same purpose, and without collusion, fraud or conflict of interest. No elected or
appointed officer or official, director, employee, agent or other consultant of the
County, or of the State of Florida (including elected and appointed members of the
legislative and executive branches of government), or a member of the immediate
family or household of any of the aforesaid:
i) is interested on behalf of or through the Awardee directly or indirectly in any manner
whatsoever in the execution or the performance of this Agreement, or in the services,
supplies or work, to which this Agreement relates or in any portion of the revenues; or
ii) is an employee, agent, advisor, or consultant to the Awardee or to the best of the
Awardee's knowledge any subcontractor or supplier to the Awardee.
b) Neither the Awardee nor any officer, director, employee, agency, parent, subsidiary, or
affiliate of the Awardee shall have an interest which is in conflict with the Awardee's
faithful performance of its obligation under this Agreement; provided that the County,
in its sole discretion, may consent in writing to such a relationship, provided the
Awardee provides the County with a written notice, in advance, which identifies all the
individuals and entities involved and sets forth in detail the nature of the relationship
and why it is in the County's best interest to consent to such relationship.
c) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with
respect to conflict of interest. In the event there is a difference between the standards
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applicable under this Agreement and those provided by statute, the stricter standard
shall apply.
d) In the event Awardee has no prior knowledge of a conflict of interest as set forth above
and acquires information which may indicate that there may be an actual or apparent
violation of any of the above, Awardee shall promptly bring such information to the
attention of the County's Project Manager. Awardee shall thereafter cooperate with the
County's review and investigation of such information, and comply with the instructions
Awardee receives from the Project Manager in regard to remedying the situation.
T. Intentionally Left Blank
U. Publicity, Advertisements and Signage
The Parties agree that the Awardee is funded by the County for CDBG Activities. Further, the
Awardee agrees that all events funded by this Agreement shall recognize the County and the
United States Department of Housing and Urban Development (US HUD), as funding sources and
that the Awardee shall ensure that all publicity, public relations, advertisements and signs
recognize the County and US HUD for the support of all contracted activities. This is to include, but
is not limited to, all posted signs, pamphlets, wall plaques, cornerstones, dedications, notices,
flyers, brochures, news releases, media, packages, promotions, and stationery. The use of the
official County logo is permissible. The Awardee shall ensure that all media representatives, when
inquiring about the activities funded by this Agreement, are informed that the County and US HUD
are the funding sources. The Awardee shall notify the County of all events and activities involving
the Project ten (10) days prior to the activity or event.
When the Awardee obtain(s) the building permit(s), the CEDD Project Manager at the Department,
must be notified in order to request the project sign from Miami -Dade County.General Services
Administration (GSA). Within thirty (30) days of the erection of the sign, the CEDD Project
Manager will submit an invoice to the Awardee for payment of the project sign cost. The Awardee
is responsible for all costs for replacing any amended, lost, defaced or missing sign. The sign shall
remain on the premises at least ninety (90) days after the issuance of the Certificate of Occupancy
(CO) or Certificate of Completion (CC).
NO WORK SHALL COMMENCE UNTIL THE PROJECT SIGNS ARE SECURED IN PLACE. THE
SIGNS SHALL BE IN ACCORDANCE WITH THE DETAIL SHOWN IN ATTACHMENT F.
Payment for furnishing, installing and maintaining the sign shall be under the bid amount for
mobilization.
V. Procurement
The Awardee must take affirmative steps to procure supplies, equipment, construction, or services
to fulfill this Agreement from minority and women's businesses, and to provide these sources the
maximum feasible opportunity to compete for subcontracts to be procured pursuant to this
Agreement. To the maximum extent feasible, these businesses shall be located in or owned by
residents of the Community Development areas designated by PHCD in the CDBG application
approved by the supervising federal agency.
The Awardee shall assure that all subcontracts or third party agreements contain provisions with
stated goals, that low- income residents from Community Development Target and Service Areas
be provided with opportunities for employment and training in contracted activities.
In conformance with Section 3 of the Housing and Community Development Act of 1968, the
Awardee must direct federal financing assistance towards Target Area residents and ensure that
employment and economic opportunities be given to low and very low- income persons, particularly
those who are recipients of government assistance for housing according to the guidelines
mentioned below:
1. The work to be performed under this Agreement is subject to the requirements of Section
3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu
(Section 3). The purpose of Section 3 is to ensure that employment and other economic
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opportunities generated by HUD assistance or HUD- assisted projects covered by Section
3, shall, to the greatest extent feasible, be directed to low- and very low- income persons,
particularly persons who are recipients of HUD assistance for housing.
2. The parties to this Agreement agree to comply with HUD's regulations in 24 CFR part 135,
which implement Section 3. As evidenced by their execution of this Agreement, the
parties to this Agreement certify that they are under no contractual or other impediment
that would prevent them from complying with the part 135 regulations.
3. The Awardee agrees to send to each labor organization or representative of workers with
which the Awardee has a collective bargaining agreement or other understanding, if any, a
notice advising the labor organization or workers' representative of the. Awardee's
commitments under this Section 3 clause, and will post copies of the notice in
conspicuous places at the work site where both employees and applicants for training and
employment positions can see the notice. The notice shall describe the Section 3
preference, shall set forth minimum number and job titles subject to hire, availability of
apprenticeship and training positions, the qualifications for each; and the name and
location of the person(s) taking applications for each of the positions; and the anticipated
date the work shall begin.
4. The Awardee agrees to include this Section 3 clause in every subcontract subject to
compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as
provided in an applicable provision of the subcontract or in this Section 3 clause, upon a
finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The
Awardee will not subcontract with any subcontractor where the Awardee has notice or
knowledge that the subcontractor has been found in violation of the regulations in 24 CFR
part 135.
5. The Awardee will certify that any vacant employment positions, including training
positions, that are filled (1) after the Awardee is selected but before the Agreement is
executed, and (2) with persons other than those to whom the regulations of 24 CFR part
135 require employment opportunities to be directed, were not filled to circumvent the
Awardee's obligations under 24 CFR part 135.
6. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions,
termination of this Agreement for default, and debarment or suspension from future HUD
assisted contracts.
7. With respect to work performed in connection with Section 3 covered Indian housing
assistance, section 7(b) of the Indian Self- Determination and Education Assistance Act
(25 U.S.C. 450e) also applies to the work to be performed under this Agreement. Section
7(b) requires that to the greatest extent feasible (i) preference and opportunities for
training and employment shall be given to Indians, and (ii) preference in the award of
contracts and subcontracts shall be given to Indian organizations and Indian -owned
Economic Enterprises. Parties to this Agreement that are subject to the provisions of
Section 3 and section 7(b) agree to comply with Section 3 to the maximum extent feasible,
but not in derogation of compliance with section 7(b).
8. Fair Subcontracting Policies (Ordinance 97 -35)
All Awardees on County contracts in which subcontractors may be used shall be subject
to and comply with Ordinance 97 -35 as amended, requiring Awardees to provide a
detailed statement of their policies and procedures for awarding subcontracts which:
a) notifies the broadest number of local subcontractors of the opportunity to be
awarded a subcontract;
b) invites local subcontractors to submit bids /proposals in a practical, expedient way;
c) provides local subcontractors access to information necessary to prepare and
formulate a subcontracting bid /proposal;
d) allows local subcontractors to meet with appropriate personnel of the Awardee to
discuss the Awardee's requirements; and
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e) awards subcontracts based on full and complete consideration of all submitted
proposals and in accordance with the Awardee's stated objectives.
All Awardees seeking to contract with the County shall, as a condition of award, provide a
statement of their subcontracting policies and procedures (see Attachment G). The County will not
execute this Agreement with Awardees who fail to provide a statement of the Subcontractors
Policies and Procedures.
The County reserves the right to either approve or withdraw its consent to a subcontract if it
appears to the County, in its discretion and authority, that the subcontract will delay, prevent, or
otherwise impair the performance of the Awardee's obligations under this Agreement.
W. Property
Definitions
a. Property. As defined on page 2 herein.
b. Real Property: Land, land improvements, structures, fixtures and appurtenances
thereto, excluding movable machinery and equipment.
b. Personal Property: Personal property of any kind except real property.
1) Tangible: All personal property having physical existence.
2) Intangible: All personal property having no physical
existence such as patents, inventions, and copyrights.
C. Nonexpendable Personal Property: Tangible personal property of a
nonconsumable nature, with a value of $1,000 or more per item, with a normal
expected life of one or more years, not fixed in place, and not an integral part of a
structure, facility or another piece of equipment.
d. Expendable Personal Property: All tangible personal property other than
nonexpendable property.
2. The Awardee shall comply with the real property requirements as stated below:
Any real property under the Awardee's control that was acquired or improved by
Awardee or PHCD in whole or in part with CDBG funds received from PHCD in
excess of $25,000 shall be either:
1) Used to meet one of the three (3) CDBG national objectives until five
(5) years after the expiration or termination of this Agreement, or for
such longer period of time as determined by PHCD in its sole and
absolute discretion; or
2) Not used to meet one of the three (3) CDBG National Objectives. In the
event the property is,not used to meet one of the national objectives for
five (5) years following the expiration or termination of this Agreement or
such longer period as determined by PHCD, the Awardee shall, in the
sole discretion of PHCD, either pay to PHCD an amount equal to the
market value of the property as may be determined by PHCD in its sole
and absolute discretion, less any proportionate portion of the value
attributable to expenditures of non -CDBG funds for acquisition of, or
improvement to, the property or transfer the property to PHCD at no
cost to PHCD. Reimbursement is not required after the period of time
specified in Paragraph W.2.a.1., above.
b. Any real property under the Awardee's control that was acquired or improved in
whole or in part with CDBG funds from PHCD for $25,000 or less shall be
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disposed of, at the expiration or termination of this Agreement, in accordance
with instructions from PHCD.
c. All real property purchased or improved in whole or in part with funds from this
and previous Agreements with PHCD, or transferred to the Awardee after being
purchased in whole or in part with funds from PHCD, shall be listed in the
property records of the Awardee and shall include a legal description; size; date
of acquisition; value at time of acquisition; present market value; present
condition; address or location; owner's name if different from the Awardee;
information on the transfer or disposition of the property; and map indicating
whether property is in parcels, lots, or blocks and showing adjacent streets and
roads. The property records shall describe the programmatic purpose for which
the property was acquired and identify the CDBG national objective that will be
met. If the property was improved, the records shall describe the programmatic
purpose for which the improvements were made and identify the CDBG national
objective that will be met.
d. For awards involving the purchase or improvement of real property, the Awardee
agrees to execute a mortgage, loan document, or restrictive covenant for the
CDBG award with PHCD within 180 days after the execution of this agreement.
Failure to comply with this requirement may result in the retraction of the CDBG
award for the project and termination of this agreement.
e. All real property shall be inventoried annually by the Awardee and an inventory
report shall be submitted to PHCD. This report shall include the elements listed in
Paragraph W.2.c., above.
Nothing in this section shall be construed to limit the County's right to collect from
Awardee the entire amount of CDBG funds awarded pursuant to this Agreement in the
event Awardee fails to meet a national objective.
3. Inventory - Capital Equipment and Real Property
All capital items acquired for the project by the Awardee with funds allocated in this
Agreement shall be assets of the Awardee and may be secured by a mortgage delivered
to the County. A capital item shall be defined as an item that: (1) has a service life in
excess of one year; (2) is either complete within itself or is a major component of another
item of property; (3) by definition cannot be described either as supplies or materials;
(4) will not be consumed or lose its identity; and (5) has a unit cost of $500 or more.
Awardee shall notify the County immediately upon acquiring any capital items with funds
allocated in this Agreement
The County shall allow the Awardee to retain possession of capital equipment after
expiration of this Agreement as long as the Awardee continues to provide the service
described in the Scope of Services (Attachment A). If the Awardee disbands, becomes
defunct or in any way ceases to exist or if the Awardee ceases to provide the service
described in the Scope of Services or another service of value, Awardee shall notify the
County immediately and provide instructions describing how the County may take
possession of the capital equipment. Awardee shall deliver to the County all documents of
title or ownership and shall transfer or assign such ownership rights to the County.
Foreclosure of the County mortgage or enforcement of other documents shall not be
required in order for the County to claim and take possession of capital equipment.
4. The Awardee shall comply with the nonexpendable personal property requirements as
stated below:
All nonexpendable personal property purchased or improved in whole or in part
with funds from this and previous Agreements with PHCD shall be listed in the
property records of the Awardee and shall include a description of the property;
location; model number; manufacturer's serial number; date of acquisition;
funding source; unit cost at the time of acquisition; present market value;
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property inventory number; information on its condition; and information on
transfer, replacement, or disposition of the property.
b. All nonexpendable personal property purchased or improved in whole or in part
with funds from this and previous Agreements with PHCD shall be inventoried
annually by the Awardee and an inventory report shall be submitted to PHCD.
The inventory report shall include the elements listed in Paragraph W.3.a.,
above.
C. Title (ownership) to all •nonexpendable personal property purchased in whole or
in part with funds given to the Awardee pursuant to the terms of this Agreement
shall vest in the County and PHCD.
5. The Awardee shall obtain prior written approval from PHCD for the disposition of real
property, expendable personal property, and nonexpendable personal property purchased
or improved in whole or in part with funds given to the Awardee or subcontractor pursuant
to the terms of this Agreement. The Awardee shall dispose of all such property in
accordance with instructions from PHCD. Those instructions may require the return of all
such property to PHCD.
X. Program Income
Program Income as defined in 24 CFR Part 570.500 means gross income received by the
Awardee directly generated from activities supported by CDBG funds. When Program
Income is generated by an activity that is only partially assisted with CDBG funds, the
income shall be prorated to reflect the percentage of CDBG funds used.
2. The Awardee shall not, under any circumstances, use Program Income to pay for charges
or expenses that are specifically not allowed pursuant to the terms of this Agreement and
applicable federal regulations or rules, or any County rules or ordinance.
a. The Awardee shall comply with the Program Income provisions in PHCD's
Policies and Procedures Manual. If any Program Income provisions of the
Policies and Procedures Manual conflict with any Program Income provisions of
this Agreement, the provisions of this Agreement shall rule.
b. The Awardee shall report to PHCD all cumulative Program Income generated
from activities financed in whole or in part by funds from this Agreement, for as
long as it receives and /or has control over Program Income generated from this
and any previous Agreements with PHCD. This information, along with a check
payable to Miami -Dade County for the generated Program Income must be
submitted quarterly as part of the Fiscal Section of the Awardee's Progress
Report as outlined in Section II, Paragraph F.2.a. The County may in its sole
discretion allow Awardee to Use Program Income to carry out eligible activities
The Awardee may request to use Program Income for eligible activities
C. If the Awardee requests to use Program Income, the Awardee shall provide to
PHCD a written explanation of the activities to be assisted with Program Income
and shall obtain PHCD's written approval prior to implementing those activities.
All provisions of this Agreement shall apply to any activity performed using
Program Income.
d. Subject to the limitations set forth in this Agreement, the Awardee may use
Program Income to fund any CDBG eligible activity as provided for and defined
by 24 CFR Part 570 et.seq.
e. Program Income from a revolving loan activity must be used only for the same
revolving loan activity.
f. Program Income from a revolving loan activity, such as loan repayments, interest
earned, late fees, and investment income, shall be substantially disbursed to
eligible loans, loan- related programmatic costs, and operational costs for the
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same revolving loan activity before the Awardee may request additional CDBG
funds for that activity.
g. All Program Income from nonrevolving loan activities shall be substantially
disbursed to carry out other PHCD approved CDBG eligible activities, and to
cover operational costs before requesting additional CDBG funds.
h. Any proceeds from the sale of property as detailed in Section II, Paragraph WA.,
above, shall be considered Program Income.
i. The Awardee shall obtain, as part of the required audit report, validation by a
certified auditor of all program generated income and its disposition.
3. Upon expiration or termination of this Agreement or at the end of any program year, the
Awardee shall transfer to the County any Program Income funds on hand, and any
Program Income accounts receivable to any CDBG funded activities. PHCD may require
remittance of all or part of any Program Income balances (including investments thereof)
held by the Awardee (except those needed for immediate cash needs, cash balances of
revolving loan fund, cash balances from a lump sum drawdown, or cash or investments
held for Section 108 security needs).
4. PHCD, in its sole and absolute discretion, reserves the right to pursue other courses of
action in the retention and use of Program Income generated by the Awardee, and such
action shall not require an amendment to this Agreement.
Y. Travel
The Awardee shall comply with the County's travel policies. Documentation of travel expenses
shall conform to the requirements of PHCD's Policies and Procedures Manual.
Z. Subcontracts and Assignments
Unless otherwise specified in this Agreement, the Awardee shall not subcontract any
portion of the work without the prior written consent of the County. Subcontracting without
the prior consent of the County may result in termination of the Agreement for breach.
When Subcontracting is allowed, the Awardee shall comply with County Resolution No.
1634 -93, Section 10 -34 of the County Code and Section 2 -8.8 of the County Code.
The Awardee shall ensure that all subcontracts and assignments:
Ensure that no contractor, subcontractor or assignee is listed on the U.S. HUD's
debarred, suspended, or ineligible contractors list; Awardee shall use, at a
minimum, US HUD's Excluded Parties List System to confirm clearance of
contractors. The system may be accessed at https: / /www.eP[s.gov/ Awardee
shall provide to PHCD a copy of the site page that indicates the name and the
date it was checked. Awardee shall further ensure that no contractor,
subcontractor, or assignee is listed on Miami -Dade County's debarred
Contractor's List; Awardee shall, at a minimum, check at
http://www.miamidad"ov/sba/reports-debarment.asp to determine if a
person or entity is on Miami -Dade County's debarred contractor's list. Awardee
shall provide PHCD with a printout copy of the site page that indicates the name
and the date it was checked.
b. Comply with all CDBG requirements, as applicable, as well as the regulations
specified in PHCD's Policies and Procedures Manual.
C. Identify the full, correct, and legal name of the party.
d. Describe the activities to be performed.
e. Present a complete and accurate breakdown of its price component.
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Incorporate a provision requiring compliance with all applicable regulatory and
other requirements of this Agreement and with any conditions of approval
that the County or PHCD deem necessary.
This applies only to subcontracts and assignments in which parties are engaged
to carry out any eligible substantive programmatic service, as may be defined by
PHCD, set forth in this Agreement. PHCD shall in its sole discretion determine
when services are eligible substantive programmatic services and subject to the
audit and record - keeping requirements described above, and;
Result from an open competitive bid process generating a minimum of three bids.
Such competitive process shall be described in writing, approved by the Board of
Directors and a copy of which submitted to PHCD. In such circumstances that
open, competitive bids are not feasible or that a minimum of three bids are
unobtainable, permission to use other methods of award must be requested in
writing and approved by PHCD prior to the assignment or award of subcontract.
The Awardee agrees that no assignment or sub - contract will be made or let in
connection with the Agreement without the prior written approval of PHCD, which
approval shall not be unreasonably withheld, and that all such sub - contractors or
assignees shall be governed by the terms and intent of this Agreement.
g. Incorporate the language of Attachment E, "Certification Regarding Lobbying."
h. Include language stating that the Subcontractor understands and agrees that the
County is not a party to the subcontract anq has no obligation to the
subcontractor.
The Awardee shall maintain, and shall require that its subcontractors and
suppliers maintain, complete and accurate records to substantiate compliance
with the requirements set forth in the Scope of Services. The Awardee and its
subcontractors and suppliers, shall retain such records, and all other documents
relevant to the Services furnished under this Agreement for a period of three (3)
years from the expiration date of this Agreement and any extension thereof.
2. The Awardee shall incorporate in all consultant subcontracts this additional provision:
The Awardee is not responsible for any insurance or other fringe benefits, e.g., social
security, income tax withholdings, retirement or leave benefits, for the Consultant or
employees of the Consultant normally available to direct employees of the Awardee. 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.
3. The Awardee shall be responsible for monitoring the contractual performance of all
subcontracts and their progress toward meeting the approved goals and objectives
indicated in the attached Scope of Services.
4. The Awardee shall receive from PHCD written prior approval for any subcontract engaging
any party who agrees to carry out any substantive programmatic activities as may be
determined by PHCD as described in this Agreement. PHCD's approval shall be obtained
prior to the release of any funds to the subcontractor.
5. The Awardee shall receive written approval from PHCD 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.
6. Approval by PHCD of any subcontract or assignment shall not under any circumstance be
deemed to provide for the incurrence of any obligation by PHCD in excess of the total
dollar amount agreed upon in this Agreement.
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7. If the subcontract involves $100,000 or more to provide services listed in the Scope of
Services or suppliers to supply the materials, the Awardee shall provide the names of the
subcontractors and suppliers to PHCD (Attachment H).
8. The Awardee agrees that it will not change or substitute subcontractors or suppliers from
the list (Attachment H) without prior written approval from PHCD.
9. The Awardee shall not hire any of the Awardee's staff members or employees as
subcontractors.
AA. Additional Funding
The Awardee shall notify PHCD of any additional funding received for any activity described in this
Agreement. Such notification shall be in writing and received by PHCD within thirty (30) days of the
Awardee's notification by the funding source.
BB. Method of Payment
The Awardee shall be paid as described below:
The Awardee shall be paid for those expenses allowed pursuant to the provisions
provided below only when the Awardee submits to PHCD adequate proof, as determined
by PHCD in its sole discretion, that the Awardee has incurred the expenditures. It shall be
presumed that the Awardee has provided adequate proof of having incurred expenses if
the Awardee submits to PHCD canceled checks or original invoices approved by the
Awardee's authorized representative. When original documents cannot be presented, the
Awardee must adequately justify their absence in writing and furnish copies of those
documents to PHCD. The Awardee shall be paid only for those expenditures contained
within Attachment B, "Budget," to this Agreement as it may be revised with the prior
written approval by PHCD.
2. Requests for payment (reimbursement) shall be assembled by calendar month and
submitted to PHCD no less frequently than monthly. Expenditures incurred by the
Awardee must be submitted to PHCD, along with all original invoices, copies of front and
back of cancelled checks paid to all subcontractors and suppliers, all release of liens from
all subcontractors and suppliers, and all final approved permits, for payment within 30
days after the month in which the expenditures were incurred. Failure to comply will result
in rejection of invoices.
3. In no event shall the County provide advance CDBG funding to the Awardee or to any
subcontractor hereunder, nor shall the Awardee advance CDBG funds to any party.
4. Any payment due under the terms of this Agreement may be withheld pending the receipt
and approval by PHCD of all reports and documents which the Awardee is required to
submit to PHCD pursuant to the terms of this Agreement or any amendments thereto.
5. All payments will be limited to the quarterly payment schedule that accompanies the
action step chart in the scope of services. Payment is contingent on the achievement by
the Awardee of the quarterly accomplishment levels identified in the scope of services
portion of this agreement — Attachment A, which shall be submitted with all payment
requests and shall clearly identify the completed level of accomplishments met. This shall
also apply to soft costs associated with project delivery.
6. No payment(s) will be made without evidence of appropriate insurance required by this
Agreement. Such evidence must be on file with PHCD and the County's Risk
Management Division. PHCD must receive the final request for payment from the
Awardee no more than thirty (30) calendar days after the expiration or termination of this
Agreement. If the Awardee fails to comply with this requirement, the Awardee will forfeit all
rights to payment(s) if PHCD, in its sole discretion, so chooses.
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7. All monies paid to the Awardee which have not been used to retire outstanding obligations
of this Agreement must be refunded to PHCD in accordance with PHCD's Policies and
Procedures Manual.
8. Any unexpended funds remaining after the completion of the services under this
Agreement, or after termination of this Agreement, shall be recaptured in full by the
County.
9. In the event the County determines that the Awardee has breached the terms of this
agreement and that the County is entitled to return of any or all of the funds awarded
under this Agreement, Awardee agrees to and shall assign any proceeds to the County
from any Agreement between the County, its agencies or instrumentalities and the
Awardee or any firm, corporation, partnership or joint venture in which the Awardee has a
controlling financial interest in order to secure repayment of this award. "Controlling
financial interest" shall mean ownership, directly or indirectly to ten percent or more of the
outstanding capital stock in any corporation or a direct or indirect interest of ten percent or
more in a firm, partnership or other business entity.
CC. Reversion of Assets
The Awardee shall return to PHCD, upon the expiration or termination of this Agreement, all assets
owned or held by Awardee as a result of this Agreement, including, but not limited to any CDBG
funds on hand, any accounts receivable, any overpayments due to unearned funds or costs
disallowed pursuant to the terms of this Agreement that were disbursed to the Awardee by the
County, other than reasonable operating and deficit reserves established by Awardee and which
are connected with the real property. In the case of activities involving real property, such reserves
shall not be distributed to any partner or subcontractor prior to repayment to PHCD of the CDBG
Loan. The Awardee shall at the request of the County execute any and all documents,
including but not limited to, mortgages securing the property, UCC financing statements,
and restrictive covenants, as required by the County to effectuate the reversion of assets.
DD. Restriction on the Use of Funds
The funds received pursuant this Agreement shall be used for the purposes set forth herein and
shall not be used to supplant other funds. In no event shall funds received pursuant to this
Agreement be used for:
1. Adverse Actions or Proceedings. The Awardee shall not utilize County funds to retain
legal counsel for any action or proceeding against the County or any of its agents,
instrumentalities, employees or officials. The Awardee shall not utilize County funds to
provide legal representation, advice or, counsel to any client in any action or proceeding
against the County or any of its agents, instrumentalities, employees or officials.
2. Religious Purposes. County funds shall not be used for religious purposes.
3. Commingling Funds. The Awardee shall not commingle funds provided under this
Agreement with funds received from any other funding sources, but may be included in a
Development Bank Account permitted by the first mortgage lender at the discretion of the
County.
III. THE COUNTY AGREES:
Subject to the availability of funds, to pay for contracted Activities according to the terms and conditions
contained within this Agreement in an amount not to exceed $177,000. "Please be advised that the US
Congress has not approved the FY 2011 budget for CDBG at the time of this contract execution, and in fact
Congress may reduce funding intended for this program, which may impact the award. The parties to this
agreement understand that the amount of this award is anticipated funding and is subject to availability."
IV. THE AWARDEE AND PHCD AGREE:
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A. Effective Date
1. This Agreement shall begin on January 1, 2011. Any costs incurred by the Awardee prior
to this date will not be reimbursed by the County.
2. This Agreement shall expire on December 31, 2012. Any costs incurred by the Awardee
beyond this date will not be reimbursed by the County. The term of this agreement and
the provisions herein may be extended by the County to cover any additonal time period
during which the Awardee remains in control of the CDBG funds or other assests,
including Program Income to support CDBG eligible activates. Any extension made
pursuant to this paragraph shall be accomplished by a writing by the County to the
Awardee. Such notice shall automatically become a part of this Agreement.
3. This Agreement may, at the sole and absolute discretion of the County and PHCD, remain
in effect during any period that the Awardee has control over Agreement funds, including
Program Income. However, the County shall have no obligation or responsibility to make
any payment, except those described within Section 11, Paragraph Y, or provide any type
of assistance or support to the Awardee if this Agreement has expired or been terminated.
4. Management Evaluation and Performance Review
The Department may conduct a formal management evaluation and performance review
of the Awardee, if in the Department's sole discretion it is deemed necessary and
applicable. The management evaluation shall reflect the Awardee's compliance with
generally accepted fiscal and organizational standards and practices. The performance
review should reflect the quality of service provided and the value received using
monitoring data, such as progress reports, site visits, and client surveys.
B. Default or Breach
The Awardee shall be in default or breach of this Agreement if any of the
following acts, omissions or conditions occur:
a. The Awardee fails to fulfill each and every provision of this Agreement and the
Attachments and fails to provide the services outlined in the Scope of Services
(Attachment A) within the effective term of this Agreement.
b. Awardee fails to disclose all Related or Affiliated Parties and all matters required
to be disclosed as to Related or Affiliated Parties to the County as requried
herein.
C. Filing of a lis pendens, foreclosure action, or other legal action against the
Property, any property of Awardee or Related or Affiliated Party, or against
Awardee or Related or Affiliated Party which the County determines, in its sole
discretion, threatens the Property or the ability of Awardee to fulfill the provisions
of this Agreement and the services outlined in the Scope of Services.
d. Any arrearage, default, or late payment on any loan, Note or other debt or
obligation for which the Property is security or regarding any property of Awardee
or Related or Affiliated Party, including properties not related to this Agreement.
e. Any legal encumbrance on the Property not permitted in writing by the County.
f. Any anticipated or pending bankruptcy, restructuring, dissolution, reorganization,
appointment of a trustee or receiver.
g. Any action, activity, facts, or circumstances that the County determines in its sole
discretion would materially impair performance by Awardee of all the terms and
conditions of this Agreement.
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h. Awardee fails to report to the County within ten (10) days any bankruptcy,
reorganziation, dissolution, liquidation, appointment of a trustee or receiver, lis
pendens, foreclosure action or legal encumberance related to the Awardee,
Related or Affiliated Party or the Property, or any action, activity, facts, or
circumstances that would- materially impair performance by Awardee of all the
terms and coditions of this Agreement.
Failure to comply strictly with Section Il, W(2)(a)(1) -(2) of this Agreement
C. Suspension
1. The County may suspend payment in whole or in part under this Contract by providing
written notice to the Awardee of such suspension and specifying the effective date thereof,
at least ten (10) days before the effective date of suspension. If payments are suspended,
the County shall specify in writing the actions that must be taken by the Awardee as
conditions precedent to resumption of payments and shall specify a reasonable date for
compliance. The County may also suspend any payments in whole or in part under any
other Agreements entered into between the County and the Awardee. The Awardee shall
be responsible for all direct and indirect costs associated with such suspension, including
attorney's fees. Reasonable cause shall be determined by PHCD, in its sole and absolute
discretion, and may include, but is not limited to:
a. Ineffective or improper use of these Agreement funds by the Awardee or any of
its subcontractors;
b. Failure by the Awardee to materially comply with any term or provision of this
Agreement;
C. Failure by the Awardee to submit any documents required by this Agreement; or
d. The Awardee's submittal of incorrect or incomplete reports or other required
documents.
2. In the event of a default by the Awardee, PHCD may at any time suspend the Awardee's
authority to obligate funds, withhold payments or both. These actions may apply to only
part or all of the activities funded by this Agreement.
3. PHCD will notify the Awardee of the type of action to be taken in writing by certified mail,
return receipt requested, or in person with proof of delivery. The notification will include
the reason(s) for such action, the conditions of the action, and the necessary corrective
action(s).
D. Termination
Termination at Will
This Agreement, in whole or in part, may be terminated by PHCD upon no less than ten
(10) business days notice when PHCD determines that it would be in the best interest of
PHCD and the County. Said notice shall be delivered by certified mail, return receipt
requested, or in person with proof of delivery. In the event of termination, the County may:
(a) request the return of all finished or unfinished documents, data studies, surveys,
drawings, maps, models, photographs, reports prepared, and capital equipment secured
by the Awardee with County funds under this Agreement; (b) seek reimbursement of
County funds allocated to the Awardee under this Agreement; and /or (c) terminate or
cancel any other Agreements entered into between the County and the Awardee. The
Awardee shall be responsible for all direct and indirect costs associated with such
termination, including attorney's fees.
Termination for Convenience
PHCD may terminate this Agreement, in whole part, when both parties agree that the
continuation of the activities would not produce beneficial results commensurate with the
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further expenditure of funds. Both parties shall agree upon the termination conditions.
PHCD, at its sole discretion, reserves the right to terminate this Agreement without cause
upon thirty (30) days written notice. Upon receipt of such notice, the Awardee shall not
incur any additional costs under this Agreement.
Termination Because of Lack of Funds
In the event of a funding short -fall, or a reduction in federal appropriations, or should funds
to finance this Agreement become unavailable, PHCD may terminate this Agreement
upon no less than twenty -four (24) hours written notification to the Awardee. Said notice
shall be delivered by certified mail, return receipt requested, or in person with proof of
delivery. PHCD shall be the final authority to determine whether or not funds are available.
PHCD may at its discretion terminate, renegotiate and /or adjust the Agreement award
whichever is in the best interest of the County.
4. Termination for Substantial Funding Reduction
In the event of a substantial funding reduction of the allocation to the Awardee through
Board of County Commissioners' action, the Awardee may, at its discretion, request in
writing from the Director of PHCD a release from its contractual obligations to the County.
The Director of PHCD will review the effect of the request on the community and the
County prior to making a final determination.
Termination for Default or Breach
PHCD may terminate this Agreement upon no less than twenty -four (24) hours written
notification to the Awardee for breach or default.
6. Termination for Failure to Make Sufficient Progress.
PHCD may terminate this Agreement, in whole or in part, when PHCD determines, in its
sole and absolute discretion, that the Awardee is not making sufficient progress thereby
endangering ultimate Agreement performance, or is not materially complying with any
term or provision of this Agreement, PHCD may treat such failure to comply as a
repudiation of this Agreement;
7. Termination for Bankruptcy
The County reserves the right to terminate this Agreement, if, during the term of any
Agreement the Awardee has with the County, the Awardee becomes involved as a debtor
in a bankruptcy proceeding, or becomes involved in a reorganization, dissolution, or
liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial
portion of the property of the Awardee under federal bankruptcy law or any state
insolvency law.
General to Termination and Breach
Unless the Awardee's breach is waived by the County in writing, the County may, by
written notice to the Awardee, terminate this Agreement upon no less than twenty -four
(24) hours notice. Said notice shall be delivered by certified mail, return receipt requested,
or in person 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 herein do not limit the County's right to legal or equitable
remedies. The County may resort to any remedy for breach provided herein or at law,
including but not limited to, taking over the performance of the Services or any part thereof
either by itself or through others.
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In the event the County shall terminate this Agreement for default or breach, the County
or its designated representatives, may immediately take possession of all applicable
equipment, materials, products, documentation, reports and data.
9. Penalties for Fraud Misrepresentation or Material Misstatement
In accordance with the Code of Miami -Dade County, Section 2- 8.4.1, any individual or
corporation or other entity that attempts to meet its contractual obligations with the County
through fraud, misrepresentation or material misstatement, shall have its Agreement with
the County terminated, whenever practicable, as determined by the County. The County
may terminate or cancel any other Agreements which such individual or other
subcontracted entity has with the County. Such individual or entity shall be responsible for
all direct and indirect costs associated with such termination or cancellation, including
attorney's fees. The foregoing notwithstanding, any individual or entity who attempts to
meet it contractual obligations with the County through fraud, misrepresentation or
material misstatement may be disbarred from County contracting for up to five (5) years.
E. Other Remedies
In addition to other provisions set forth herein, in the event of default by the Awardee, the
County shall have the right to exercise any and all of the following remedies:
Awardee shall be liable for all damages, including but not limited to:
a. lost revenues;
b. the difference between the cost associated with procuring Services hereunder and
the amount actually expended by the County for reprocurement of Services, including
procurement and administrative costs; and
c. such other direct damages.
2. The Awardee shall remain liable for any liabilities and claims related to the Awardee's
performance of this Agreement or any breach or default, notwithstanding the expiration or
termination of this Agreement.
3. Seek enforcement of this Agreement including but not limited to filing an action with a
court of appropriate jurisdiction. The Awardee shall be responsible for all direct and
indirect costs associated with such enforcement, including attorney's fees.
4. Debar the Awardee from future County contracting.
5. Any other remedy available at law or equity.
Damages Sustained. Notwithstanding the above, the Awardee shall not be relieved of liability to
the County for damages sustained by the County by virtue of any breach of the Agreement, and the
County may withhold any payments to the Awardee until such time as the exact amount of
damages due the County is determined. The County may also pursue any remedies available at
law or equity to compensate for any damages sustained by the breach. The Awardee shall be
responsible for all direct and indirect costs associated with such action, including attorney's fees.
Payment Settlement. If termination occurs for reasons other than breach or default, Awardee shall
be paid only for reasonable, allowable costs incurred by Awardee prior to notice of termination.
PHCD shall be the sole judge of "reasonable, allowable costs." All compensation pursuant to this
Article is subject to an audit.
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F. Renegotiation, Modification and Right to Waive
Modifications of provisions of this Agreement shall be valid only when in writing and
signed by duly authorized representatives of each party. The parties agree to renegotiate
this Agreement if PHCD determines, in its sole and absolute discretion, that federal, state,
and /or County revisions of any applicable laws or regulations, or increases or decreases
in budget allocations make changes in this Agreement necessary. PHCD shall be the final
authority in determining whether or not funds for this Agreement are available due to
federal, state and /or County revisions of any applicable laws or regulations, or increases
in budget allocations.
2. The County shall have the right to exercise an option to extend this Agreement for up to
one year beyond the current Agreement period and will notify the Awardee(s) in writing of
the extension. This Agreement may be extended beyond the initial year extension period
upon mutual agreement between the County and the Awardee(s), upon approval by the
.Director of the Department of Housing and Community Development.
3. PHCD may, for good and sufficient cause, as determined by PHCD in its sole and
absolute discretion, waive provisions in this Agreement or seek to obtain such waiver from
the appropriate authority. Waiver requests from the Awardee shall be in writing. Any
waiver shall not be construed to be a modification of this Agreement.
4. PHCD's failure to exercise any of its rights under this Agreement, or PHCD's waiver of a
provision on any one occasion, shall not constitute a waiver of such rights or provision on
any other occasion. No failure or delay by PHCD in the exercise of any right shall operate
as a waiver.
G. Budget Revisions and Changes to the CDBG Eligibility Activity Title
Revisions to the Budget (Attachment B) shall be requested in writing and must comply
with PHCD's Policies and Procedures Manual. These revisions shall not require a
Agreement amendment unless the amount of this Agreement is changed or unless
otherwise required by PHCD. All budget revisions shall require the written approval of
PHCD. PHCD shall have no obligation to approve payment of expenditures incurred prior
to the approval of the budget revision related to such expenditures.
2. Budget Revisions Through County Resolution
Should a portion of the funding allocation to the Awardee be rescinded by action from the
Board of County Commissioners, written notification via certified mail to the Awardee
advising of the funding reduction shall be sent by PHCD no later than 5 business days of
the action; written notification will constitute a Agreement amendment. The Awardee will
have five working days upon receipt of certified return receipt notification to submit a
revised budget reflecting funding adjustments. Should the modified budget not be
received within the specified time, PHCD will revise the budget at its discretion. PHCD in
its sole and absolute discretion will determine whether substantial reductions will
necessitate revision and resubmittal of the Scope of Service (Attachment A). Revisions to
the Scope of Services, when required, will be negotiated to the mutual satisfaction of both
parties.
3. Revisions to the CDBG. eligibility activity titles under which this Agreement's objectives are
classified as noted in the Scope of Services shall not require a Agreement amendment.
H. Compliance
This Agreement may, at the sole and absolute discretion of the County and PHCD, remain in effect
during any period that the Awardee has control over Agreement funds, including Program Income.
However, the County shall have no obligation or responsibility to make any payment or provide any
type of assistance or support to the Awardee if this Agreement has expired or been terminated.
The Awardee agrees to comply with all applicable State and County laws, rules and regulations,
which are incorporated herein by reference or fully set forth herein.
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Any alterations, variations, modifications, extensions or waivers of provisions of this Agreement
shall only be valid when they have been reduced to writing, duly approved and signed by both
parties and attached to the original of this Agreement.
This contract may be executed in counterpart copies, and these counterparts shall together
constitute an original of this Agreement.
Disputes
In the event an unresolved dispute exists between the Awardee and PHCD, PHCD shall refer the
questions, including the views of all interested parties and the recommendation of PHCD, to the
County Manager for determination. The County Manager, or an authorized representative, will
issue a determination within thirty (30) calendar days of receipt and so advise PHCD and the
Awardee, or in the event additional time is necessary, PHCD will notify the Awardee within the thirty
(30) day period that additional time is necessary. The Awardee agrees that the County Manager's
determination shall be final and binding on all parties.
Headings
The section and paragraph headings in this Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation of this Agreement.
K. Minority Participation
In order to gain greater Black business participation, the Awardee may submit its Agreements to -
the County Manager for bidding and award in accordance with County policies and procedures.
L. Proceedings
This Agreement shall be construed in accordance with the laws of the State of Florida and any
proceedings arising between the parties, in any manner pertaining or relating to this Agreement,
shall, to the extent permitted by law, be held in Miami -Dade County, Florida.
M. Notice and Contact
All notices between the Parties shall be in writing and sent by registered or certified mail and
addressed as follows:
TO AWARDEE: City of South Miami
6130 Sunset Drive
South Miami, FL 33143
Attn: Dr. Hector Mirabile, City Manager
COPY TO:
Attn:
TO COUNTY: Miami -Dade County
111 N.W. 1St Street
Miami, FL 33128
Attn: Russell Benford
COPY TO: Public Housing and Community Development
701 NW 15`Court, 14t" Floor
Miami, FL 33136
Attn: Gregg Fortner, Director
Page 35 of 39
COPY TO: Public Housing and Community Development
701 NW 1s`Court, 14`" Floor
Miami, FL 33136
Attn: Letitia Goodson, PHCD, Project Manager
COPY TO: Assistant County Attorney
County Attorney's Office
111 N.W. Vt Street, Suite 2810
Miami, FL 33128
Attn: Brenda Kuhns Neuman, Esquire
Such addresses may be changed by written notice to the other party.
In the event that different representatives are designated by either party after this Agreement is
executed, or the Awardee changes its address, notice of the name of the new representative or
new address will be rendered in writing to the other party and said notification attached to originals
of this Agreement.
In the event that any of the information required by the provisions of this Article is changed by
either of the Parties after the execution of this Agreement, the affected Party shall give notice in
writing within five (5) days to the other Party of the amended pertinent information, which shall be
attached and incorporated into this Agreement.
N. Waiver of Trial
Neither the Awardee, subcontractor, nor any other person liable for the responsibilities, obligations,
services and representations herein, nor any assignee, successor, heir or personal representative
of the Awardee, subcontractor or any such 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 this
Agreement, or the dealings or the relationship between or among such persons or entities, or any
of them. Neither Awardee, subcontractor, nor any such person or entity will seek to consolidate any
such action in which a jury trial has been waived. 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 has in any way agreed with or represented to any other party that the provisions of
this paragraph will not be fully enforced in all instances.
O. Assignment
The Awardee shall not assign, transfer, hypothecate or otherwise dispose of this Agreement,
including any rights, title or interest therein, or its power to execute such Agreement to any person,
company or corporation without the prior written consent of the County.
Third Parties
This agreement is intended for the sole and exclusive benefit of the parties and is not intended to
benefit any third party nor shall it be deemed to give rise to any rights in any third party.
Q. Survival
The parties acknowledge that any of the obligations in this agreement, including but not limited to
Awardee's obligation to indemnify the County, will survive the term, termination, and cancellation
hereof. Accordingly, the respective obligations of the Awardee and the County under this
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agreement, which by nature would continue beyond the termination, cancellation or expiration
thereof, shall survive termination, cancellation or expiration hereof.
R. Autonomy
The Parties agree that this Agreement recognizes the autonomy of and stipulates and implies no
affiliation between the contracting parties. It is expressly understood and intended that the
Awardee is only a recipient of funding support and is not an agent, employee, servant or
instrumentality of the County.
The Awardee is, and shall be, in the performance of all work services and activities under this
Agreement, an independent contractor, and not an employee, agent or servant of the County. All
persons engaged in any of the work or services performed pursuant to this Agreement shall at all
times, and in all places, be subject to the Awardee's sole direction, supervision and control. The
Awardee shall exercise control over the means and manner in which it and its employees perform
the work, and in all respects the Awardee's relationship and the relationship of its employees to the
County shall be that of an independent contractor and not as employees, servants or agents of the
County..
The Awardee does not have the power or authority to bind the County in any promise, Agreement
or representation other than specifically provided for in this Agreement.
S. All Terms and Conditions Included
This Agreement and its attachments as referenced (Attachment A - Scope of Services; Attachment
Al — Action Steps; Attachment B - Budget; Attachment B -1(B) Idemnification and Insurance
Requirements; Attachment B -2 — CDBG Program Requirements; Attachment C — Progress Report
and Set -Up Forms; Attachment D - Information for Environmental Review; Attachment E —
Certification, Statements and Affidavits; Attachment F - Publicity, Advertisements and Signage;
Attachement G — Fair Subcontracting Policies; Attachement H — Subcontractor /Supplier Listing)
contain all the terms and conditions agreed upon by the parties. No other Agreement, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind any of
the parties hereto.
T. Conflict
In the event that a conflict arises between any prior funding documents and /or agreements
governing this development, the terms, provisions and definitions included in this Agreement shall
prevail.
In the event that the Subsidy Layering Review (SLR) determines the project's true gap financing
needs to be less than the maximum award allocated by the Board of County Commissioners, the
SLR amount shall prevail.
Any Awardee granted additional funding for a Project, shall be bound by the terms and conditions
of the subsequent funding award.
U. Interpretation
Paragraph headings are for convenience only and are not intended to expand or restrict the scope
or substance of the provisions of this Agreement. Wherever used herein, the singular shall include
the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine
or neuter as the context requires.
V. Survival
The parties acknowledge that any of the obligations in this Agreement, including but not limited to
the Awardee's obligation to indemnify the County, will survive the term, termination and
cancellation hereof. Accordingly, the respective obligations of the Awardee and the County under
this Agreement, which by nature would continue beyond the termination, cancellation or expiration
thereof, shall survive termination, cancellation or expiration hereof.
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W. Corporate Governance
A Not - for - Profit Awardee shall abide by and be governed by Chapter 617, Florida Statutes,
particularly Sections 617.0830 through 617.0835 as amended, which are incorporated herein by
reference as if fully set forth herein in connection with its Agreement obligations hereunder.
A For - Profit Awardee shall abide by and be governed by Chapter 607, Florida Statutes, particularly
Sections 607.0830 through 607.0833, as amended, which is incorporated herein by reference as if
fully set forth herein in connection with its contractual obligations hereunder.
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IN WITNESS THEREOF, the parties hereto have c sed this Thi Nine (39) page contract to be executed by their
undersigned officials as duly authorized, this day of C'it.4s; 01'fC •�
AWARDEE:
City of South Miami
BY:
NAME: Dr. Hector Mirabile
TITLE: City Manager
DATE: 1 "2L i- I
BY:
NAME
Maria M. Menendez
TITLE:
r"
DATE
Witnesses:
BY:
BY:
ignature)
Type or Print Name e1 J
Federal ID Number: 596000431
Resolution #: #R- 179 -11, #R- 446 -11, and #R- 447 -11
Awardee's Fiscal Year Ending Date: September 30th
CORPORATE SEAL:
MIAMI -DADE COUNTY-
BY:
NAME:
Carlos A. Gimenez
TITLE
ATTEST
AN
TITLE: Cle r,, Duaru or i.,oumy Commissioners
Mayor
MP yes F3'iOq Ky
P _
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CID
00 0 *$
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JP
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AGREEMENT IS NOT VALID UNTIL SIGNED AND DATED BY ALL PARTIES
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