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Res No 020-10-13054
RESOLUTION NO.: 20 -10 -13054 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE ACTING CITY MANAGER TO EXECUTE FISCAL YEAR 2010 GRANT AGREEMENT WITH MIAMI -DADE COUNTY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT (DHCD) FOR SOUTH MIAMI COMMUNITY DEVELOPMENT AREA STREET LIGHTING IN THE AMOUNT OF $120,000.00; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of South Miami has been awarded a grant for South Miami Community Redevelopment Street Lighting in the amount of $120,000.00 from Miami -Dade County's Department of Housing and Community Development; and WHEREAS, the Mayor and City Commission wish to accept the grant agreement with Miami - Dade County's Department of Housing and Community Development; and WHEREAS, the Mayor and City Commission authorize the Acting City Manager to execute the grant agreement with Miami -Dade County Department of Housing and Community Development for South Miami Community Redevelopment Area Street Lighting Phase I in the amount of $120,000.00. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1: The Mayor and City Commission authorize the Acting City Manager to execute the grant agreement with Miami -Dade County's Department of Housing and Community Development for South Miami Community Redevelopment Area Street Lighting in the amount of $120,000.00. Section 2: The attached exhibit is incorporated by reference into this resolution. PASSED AND ADOPTED this 14th day of January, 2010. AC7 VT: CITY CLERK RE....• •' Cl .. , COMMISSION VOTE: 4 -1 Mayor Feliu: Yea Vice Mayor Beasley: Yea Commissioner Newman: Nay Commissioner Palmer Yea Commissioner Sellars: Yea South Miami AI[•Ama4eaC6y CITY OF SOUTH MIAMI , r OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM 2001 To: The Honorable Mayor & Members of the Cit om ' sion Via: Rogeerr M}. Carlton, Acting City Manager From: CaroTM. Aubrun, Grants Writer /Administrator Date: January 14, 2010 Agenda Item No.: d� 044 Subject: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE ACTING CITY MANAGER TO EXECUTE FISCAL YEAR 2010 GRANT AGREEMENT WITH MIAMI -DADE COUNTY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT (DHCD) FOR CITY OF SOUTH MIAMI COMMUNITY DEVELOPMENT AREA STREET LIGHTING IMPROVEMENTS IN THE AMOUNT OF $120,000; AND PROVIDING FOR AN EFFECTIVE DATE. Request: To authorize the Acting City Manager to execute a grant agreement with Miami - Dade County's Department of Housing and Community Development for Implementation of City of South Miami Community Redevelopment Area Street Lighting Improvements, Phase I. Background: Last year during a series of South Miami Community Redevelopment Agency ( SMCRA) Meetings (regular meeting, budget workshop and budget hearing), the SMCRA Board authorized development of a Street Lighting Master Plan. The Master Plan highlighted four priority city street locations (attached), which were incorporated into the City's Capital Improvement Plan. After submitting an application through the most recent grant process, the City is being awarded funding in the amount of $120,000 for two (2) priority areas �I. SW 661h Street from SW 61$` Court to SW 5801 Avenue; and ii. SW 68h Street from SW 59th Place to SW 58° Place & SW 61s` Drive[Court from SW 59 "h Place to SW 66`1' Street), The proposed street lights will resemble enhanced street lighting previously installed along SW 59t1' Place (Church Street). Florida Power and Light (FPL) is the sole source agency providing engineering design plans and installation of decorative street lighting. Therefore, the Public Works Department will consult with FPL for energy efficiency as part of the installation, lease and maintenance agreement. The South Miami Community Redevelopment Agency has also budgeted FY 2009 -2010 funds in the amount of $60,000.00 as a funding contribution towards these City initiated street lighting improvements. Therefore, the total project cost is estimated to be $180,000.00 The attached resolution will allow the Acting City Manager to execute the grant agreement with Miami -Dade County's Department of Housing and Community Development for SMCRA Street Lighting Improvements for a total grant amount of $120,000. Cost: N/A Funding Source: Department of Housing and Community Development Backup Documentation: ❑ Proposed Resolution ❑ Letter and Required Contract Development Documents ❑ SMCRA Street Lighting Master Plan Priority Areas ❑ CIP insert Page 2 of 2 Carlos Alvarez, Mayor December 28, 2009 Mr. Roger M. Carlton Acting City Manager 'City of South Miami 6130 Sunset Drive South Miami, FL 3314 Re: Contract Development Meeting Dear Mr. Carlton: Community & Economic Development 701, N.W. 1st Court • 14th Floor Miami, Florida 33136 T 786 - 469 -2100 F 786 - 469 -2170 miamidade.gov Your or�gganization has been awarded FY 2010 Community Development Block Grant (CDBG) funds. The DeparRent of Housing and Community Development (DHCD) is in the process of developing a contract for those funds,. As a part of that process you must complete and submit the following enclosed affidavits and required documents: • Agency Board Resolution (all board members must be listed and their votes) • Authorized Signature Form • Miami -Dade County Affidavits • Affidavit of Financial & Conflicts of Interest • Related Parties Disclosure Statement • State of Florida Public Entity Crimes Affidavit • Code of Business Ethics Affidavit • Fair Subcontracting Policies (With copy of procurement policies attached) • Miami -Dade County Living Wage Affidavit • Collusion Affidavit • Certificate Regarding Lobbying You must submit the completed documents to DHCD by January 11, 2,010. A meeting date has been set for December 29, 2009'at 1:30 p.m. to be held at Murray Park, 6800 SW 66" Street, South Miami, Florida to discuss the contract development and project plan for your funded activity. A copy of the meeting agenda is also enclosed. If you have any questions or concerns please contact me at 786 - 469 -2220. Sincerely, P . Good on Project Manager Project Management Unit LSG:Ig Enclosure (12) c: Carol Aubrun, CSM, Grants Administrator Sonia Colon, Team Leader, PM Unit, DHCD Central File: City of South Mama -FY 2010 CDBG (Murray Park Swimming Pool -- Construction Phase) and FY 2010 CDBG (South Miami CRA Street Lighting) . LIST OF REQUIRED DOCUMENTS MR CONTRACT DEVELOPMENT SAMPLE OF BOARD OF DIRECTORS RESOLUTION APPROVING THE FUNDED AMOUNT AND AUTHORIZING EXECUTION OF THE CONTRACT WITH DHCD AUTHORIZED SIGNATURE FORM • MIAMI-DADE COUNTY AFFIDAVITS • AFFIDAVIT OF FINANCIAL AND CONFLICTS OF INTEREST • RELATED PARTIES DISCLOSURE STATEMENT • STATE OF FLORIDA PUBLIC ENTITY CRIMES AFFIDAVIT • CODE OF BUSINESS ETHICS AFFIDAVIT • FAIR SUBCONTRACTING POLICIES • MIAMI-DADE COUNTY LIVING WAGE AFFIDAVIT • COLLUSION AFFIDAVIT • CERTIFICATE REGARDING LOBBYING OTHER REQUIRED DOCUMENTS 1. MOST CURRENT ARTICLES OF INCORPORATION 2. MOST CURRENT BYLAWS 3. MOST CURRENT BOARD OF DIRECTOR'S ROSTER 4, MOST CURRENT IRS TAX EXEMPT STATUS DETERMINATION LETTER 5, MOST CURRENT IRS FORM 990 6. MOST CURRENT STATE OF FLORIDA CORPORATE CERTIFICATE 7. CERTIFICATE OF GOOD STANDING FROM DEPARTMENT OF STATE SAMPLE RESOLUTION AUTHORIZING'EXECUTION OF A C©NTRACT WITH MIAMI -DADE vOUNT•Y AND FOR THE PROVISION WHEREAS, this Board desires to accomplish the objectives as outlined .'in the scope of service of the contract with Miami -Dade County. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of With Miami -Dade County for the maximum amount of $ the provision of authorizes to execute same for and on behalf of The foregoing resolution was offered by adoption, the motion was seconded by _ upon being put to a vote was as follows: approves one (1) contract for services for the Fiscal Year 2010 and us who moved its and The Chairperson /President thereupon declared this resolution duly passed and adopted this day of Agency Seal Signature - Chairperson or Secretary AUTHORIZING SIGNATURES CONTRACTOR: This form certifies the names, titles and signatures of individuals authorized by the contractor's by -laws or board resolution to sign contracts, checks, budget revision requests, payment requests and any other requests, (e.g. purchase requisitions, purchase orders, receiving reports, direct bills) that are required by the Department of Housing and Community Development (DHCD) for disbursement of funds. NAME TITLE SIGNATURE (Type or Print) (Type or Print) I. Prime Contracts. Subcontracts 11. Checks (List Amount Limits) Ili. Budget Revision Requests NAME TITLE SIGNATURE (Type or Print) (Type or Print) IV Payment Requests V. other Administrative Matters (e.g. Status Reports, i'urohase Orders, Travel Requests) * These signatures authorized are retained by DHCD for auditing purposes. * you are required to submit updates to this list as it becomes necessary. Allaums6N1' L' MIAMI -DADE COUNTY AF'FIDA'VITS The contracting individual or entity (government or otherwise) shall indicate by an "X" all affidavits that pertain to Mrs contract and shall indicate by an -N/A° all aftdavits that do not pertain to this contract. Ail blank spaces must be filled. The MIAMI -DADE COUNTY OWNERSHIP DISCLOSURE AFFIDAVIT; MIAMI -DADE COUNTY EMPLOYMENT DISCLOSURE AFFIDAVIT; MIAMI -DADE CRIMINAL RECORD AFFIDAVIT; DISABILITY NON - DISCRIMINATION AFFIDAVIT; and the PROJECT FRESH START AFFIDAVIT shall not pertain to contracts with the United States or any of its departments or agencies thereof, the' State or any political subdivision or agency thereof; it shall however, pertain to municipalities of the State of Florida. All other contracting entities or individuals shall read carefully each affidavit to determine whether or not it pertains.to this contract. I, _ #�oGer %Ct 6 being first duly swot n siaie: Affiant The full legal name and business address'of the person(s) or entity contraction or transacting business with Miami -Dade County are (Post Office addresses are not acceptable): I/t Federal Employer Identification Number (If none, Social Security) Partners, or Doing Business As (If same as above, leave (L p z�rzu& SozA , fyzW1 " 03) (Q Street Address City State Zip Code I. MIAMI -DADE COUNTY OWNERSHIP DISCLOSURE AFFIDAVIT (Sec. 2 -8.1 of the County Code) 1. If the contract or business transaction is with a corporation, the full legal name and business address shall be provided for each officer and director and each stockholder who holds directly or indirectly five percent (56/o) or more of the corporation's stock. If the contract or business transaction is with a partnership, the foregoing information shall be provided for each partner. It the contract or business transaction is with a trust, the full legal name and address shall be provided for each trustee and each beneficiary. The forgoing requirements shall not pertain to contracts with publicly - traded corporations or to contracts with the united States or any department or names and addresses are (Post Offices addresses are not acceptable): Full Legal Name Address Ownership Nl� % % Page 1 of 5 2. The full legal names and business address of any other individual (other than subcontractors, material men, supplies, laborers, or lenders) who have, or will have, any interest (legal, equitable beneficial or otherwise) in the contract or business transaction with Dade County are (Post Office addresses are not arrentable): 3. Any person who willfully fails to disclose the information required herein, or who knowingly discloses false information in this regard, shall be punished by a fine of up to five hundred dollars ($500.00) or imprisonment in the County Jail for up to sixty (60) days or both. It_ MIAMI -DADE COUNTY EMPLOYMENT DISCLOSURE AFFIDAVIT (County Ordinance No. 90 -133, amending Sec. 2.8 -1; Subsection (d)(2) of the County Code). Except where precluded.by federal or State laws or regulations, each contract or business transaction or renewal thereof which involves the expenditure of ten thousand dollar ($10,000) or more shall require the entity contracting or transacting business to disclose the following information. The foregoing disclosure requirements do not apply to contracts with the United States or any department or agency thereof, the State or any political subdivision or agency or any municipality of this State. 1. Does your firm have a collective bargaining agreement with its employees? A Yes No 2. Does your firm provide paid health dare benefits for its employees? _, Yes No 3. Provide a current breakdown (number of persons) of your firm's work force and ownership as to race, national origin and gender. White: l Males I D. Females Asian: Males Females Black: �- Males Females American Indian: Males Females Hispanics: Z Males 4�A5 Females Aleut (Eskimo): Males Females Males Females Males Females III. AFFIRMATIVE ACTION /NON- DISCRIMINATION OF EMPLOYMENT, PROMOTION AND PROCUREMENT PRACTICES (County Ordinances 98 -30 codified at 2 -8.1.5 of the County Code) In accordance with County Ordinance No. 98 -30, entities with annual gross revenues in excess of $5,000,000 seeking to contract with the County shall, as condition receiving a County contract, have 1) a written affirmative action plan which sets forth the procedures the entity utilizes to assure that it does not discriminate in its employment and promotion practices; and ii) a written procurement policy which sets forth the procedures the entity utilizes to assure that it does not discriminate against minority and women - owned businesses in its own procurement of goods, supplies and services. Such affirmatives action plans and procurement policies shall provide for periodic review to determine their effectiveness in assuring the entity does. not, discriminate in its employment, promotion and procurement practices. The foregoing notwithstanding, corporate entities whose boards of directors are representatives of the population make- up of the nation shall be presumed to have non - discriminatory employment and procurement policies, and shall not be required to have written affirmative action plans and procurement policies in order to receive a County contract. The foregoing presumption may be rebutted. The requirements of County Ordinance'No. 98 -30 may be waived upon -the written recommendation of the County Manager that it is in the best interest of the County to do so and upon approval of the Board of County Commissioners by majority vote of the members present. Page 2 of 5 IJJA The firm does not have annual gross revenues in excess of $5,000,000. —MIA The firm does, have annual revenues in excess of $5,000,000; however, its Board of Directors ie rpnrccantothi= of +ho nnntitntinn makes. -i in of the natinn and hac gnhmiitart a written detailed listing of its Board of Directors, including the race of ethnicity of each board member, to the County's Department of Business Development, 175 NW 1St Avenue, 280' Floor, Miami, Florida 33128. The firm has annual gross revenues in excess of $5,000,000 and the firm does have a written affirmative action plan and procurement policy as described above, which includes periodic review to determine effectiveness, and has submitted the plan and policy to the County's Department of Business Development, 175 NW 1st Avenue, 28th Floor, Miami, Florida 33128. 1,j The firm does not have an affirmative action plan and /or a procurement policy as described abnvP but has been granted a waiver. X IV. MIAMI -DADE COUNTY CRIMINAL RECORD AFFIDAVIT (Section 2 -8.6 of the County Code) The individual or entity entering into a contract or receiving funding from the County has. __.A has not of the date of this affidavit been convicted of a felony during the past ten (10) years. X V. MIAMI -DADE EMPLOYMENT DRUG -FREE WORKPLACE AFFIDAVIT (County Ordinance no. 92 -15 codified as Section 2 -8.1.2 of the County Code) That in compliance with Ordinance No. 92 =15 of the Code of Miami -Dade County, Florida, the above named person or entity is providing a drug -free workplace. A written statement to each employee shall, inform the employee about: 1. Danger of 'drug abuse in the workplace 2. The firm's policy of maintaining a drug -free environment at all workplaces 3. Availability of drug counseling, rehabilitation and employee assistance programs 4. Penalties that may be imposed upon employees for drug abuse violations The person or entity shall also require an employee to sign a statement, as a condition of employment that the employee will abide by the terms and notify the employer of any criminal drug conviction occurring no later than five (5) days after receiving notice of such conviction and. impose, appropriate personnel action against . the employee up to and including termination. . Compliance with Ordinance No. 92 -15 may be waived if the special characteristics of the product or service offered by the person or entity make it necessary for the operation of the County or' for the health, , safety, welfare, economic benefits and well -being of the public. Contracts involving funding which is provided in whole or in part by the United States of the State of Florida shall be exempted from the provisions of this ordinance in those instances where those provisions are in conflict with the requirements of those government entities. X VI. MIAMI -DADE EMPLOYMENT FAMILY LEAVE AFFIDAVIT (County Ordinances No. 142 -91 codified as Section 11A -29 et. Seq of the County Code) That in compliance with ordinance No. 142 -91 of the Code of Miami -Dade County, Florida, an employer with fifty (50) or more employees working in Dade County for each working day during each of twenty (20), or more calendar workweeks, shall provide the following information in compliance with all items in the aforementioned ordinance: Page 3 or 5 An employee who has worked for the above firm at least one (1) year shall be entitled to ninety (90) days of family leave during any twenty -four (24) month period, for medical reasons, for the birth or adoption of a child, or for the care of a child, spouse or other close relative who has Serini is haalfh rnnrfifinn wifhoiit rick of tarminafinn of emnlovcr rafaliatinn The foregoing requirements shall not pertain to contracts with the United States or any department or agency thereof, or the State -of Florida or any political subdivision or agency thereof. It shall, however, pertain to municipalities of this State. VII. DISABILITY NON - DISCRIMINATION AFFIDAVIT (County Resolution R385 -95) That the above names firrn, corporation on organization is in compliance- with the agrees to continue to comply with and assure that any subcontractor, or third party contractor under this project complies with all applicable requirements of the laws listed below including, but not lirhite.d to thosa provisions pertaining to employment provisions of programs and services, transportation, communications, access to facilities, renovations, and new construction in the following laws: 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. Section 1612; The Fair Housing Act as amended, 42 U.S.C. Section 3601 -3631. The foregoing requirements shall not pertain to contracts with the United States or any department or agency thereof, the State or any political subdivision or agency thereof or any municipality of this'State. � l A VIH. MIAMI -DADE COUNTY REGARDING DELIQUENT AND CURRENTLY DUE FEES OR TAXES (Sec. 208.1 (c) of the County Code) Except for small purchase orders and sole source contracts, that above named firm, corporation, organization or individual desiring to transact business or enter a contract with the County Verifies that all delinquent and currently due fees or taxes — including but not limited to real and ,property taxes, .utility taxes. and occupational licenses — which are collected in the normal course by the Dade County Tax Collector as well as' Dade County issued parking tickets for vehicles registered in the name of the firm, corporation, organization or individual have been paid. N1A 1X. CURRENT OR ALL COUNTY CONTRACTS, LOANS AND OTHER OBLIGATIONS The individual entity seeking to transact business with the County is current in all its obligations to the County and is not otherwise in default or any contract, promissory note or other loan documents with the County.or any of its agencies or instrumentalities. N El- X. PROJECT FRESH START (Resolution R- 702 -98 and 358 -99) Any firm that has a contract with the County that results in actual payment of $500,000 or more shall contribute to. Project Fresh Start, the County's Welfare to Work Initiative. However, if five percent (5 %) of the firm's work force consists of individuals who reside in Miami -Dade County and who have lost or will loose cash assistance benefits (formerly Aid to Families with dependent Children) as a result of the Personal Responsibility and Work Opportunity Reconciliation Act of 1'996,. the fine may request waiver from the requirement of R- 702098 and R- 358 -99 by submitting a waiver request affidavit. The foregoing requirement does not pertain to government entities, not for profit organizations or recipients of grant awards. Page 4 of 5 . X!. r1OMESTKC Nfirl! ENCEE i EANIE (Reso!ufon 185_00; 99 -5 C_odifiad at 11A -fin R $art of the Miami -Dade County Code). The firm' desiring to do business with the County is in compliance with Domestic Leave Ordinance, Ordinance 99-5, codified at 11A -60 et. Seq. of the Miami -Dade County Code, which requires an employer which has in the regular course of business fifty (50) or more employees working in Miami -Dade County for each working day during each of twenty (20) or more calendar work weeks in the current or proceeding calendar years, to provide Domestic Violence Leave to its employees. I have carefully read this entire five (5) page document entitled Miami -Dade County Affidavits and have indicated by an "X" ;ii! attjda;rits that pertain to his contract and have indicated by an "N /A" all affidavits that do not pertain to this By: (Signature of Aftiant) (Date) SUBSCRIBED AND SWORN TO (or affirmed) before me this day of 20 4by'i°C —`(� H She is personally known to me or has Dresented as identification. oC, cs: 66 Ay (Print of Stamp. of Notary) Notary Public – State of Page 5 of 5 (Serial Number) MY COMMISSION # DD 897582 cvatRGR timber 2, 2013 Date) AFFIDAVIT OF FINANCIAL AND CONFLICTS OF INTEREST 1. Do you have any past due financial obligations with Miami -Dade County? YF$ NO Single Family House Loans Muld- Family Housing Rehab COBB Commercial Loan Project U.S. HUD Section 108 Loan Other HUD Funded Programs ?� Other (liens, fines, loans, Occupational licenses; etc.) _ CX If YES, please explain: 2. Do you have any past due financial obligations with Miami -Dade County? YES X NO If YES, please explain: 3. Are. you, a relative, of. or do you have any business or financial interests with any elected Miami -Dade County official, Miami -Dade County Employee, or Member of Miami -Dade County's Advisory Boards? YES _ NO K If YES, please explain: Any false inform tion provided on. this affidavit will be reason for rejection and disqualification of your project - funding request to Miami -Dade o my The answers t hi agq qu f stiffs are correctly stated to the best of my knowledge and belief. By: 1 aft, (0 (Signature of Applicant) (Date) ByBSC IBED AND SWORN O {or affirmed)before He /She is pally known to me or as pre ed as identification. (Type of Iden " (Signature ofi Xn 9- (Print or Stamp of Not } Notary Public — Stamp of (State) (Serial Number) 9m] 1ALGARCIA GS10(JWDI)E91582:OCfobii�2,.2013 NOtary P.ublYcUndeH+�ll� sclL J' u DATE AgM, a = = � a m l °V1Lmt .AGENCY NAME ABOUT CAE Y OL.r a1 i 00... ED DAR`T"I THERE ARE NO BOARD MEMBERS OF THE _ (AGENCY NAME) WHO HAVE ANY RELATIONSHIP OR HAVE MADE ANY TRANSACTION WITH OTHER ENTITIES THAT MIGHT RESULT IN A CONFLICT" WITH (AGENCY NAME) OPERATIONS. SWORN STATEMENT PURSUANT TO SECTION 287.'I33 (3) (a) FLORIDA STATUTES ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS I . This form statement is submitted to by for ! (Print name of entity submitting sworn statement) � t"j" whose business address is (01rt/f ) So /, Ji IQ rnc) M 33/0 and if applicable its Federal Employer Identification Number (FEIN) is if the entity has not FEIN, include the Social Security Number of the individual signing this sworn statement. 2. 1 understand that a "public entity crime" as defined in paragraph 287.133(1)(8), Florida Statutes, means a violation of any state or federal law by a person with respect to an directly related to the transactions of business with, any public entity or Vahan, agency or political subdivision of any other state or with the United States, including, but not limited to any bid or contract for goods or services to be provided to public entity or agency or political subdivision of any other state or of the United States 7and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misinterpretation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in an federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contende're. 4. 1 understand that an "Affiliate" as defined in paragraph 287.133(i)(a), Florida Statutes means: 1. A predecessor or successor of a person convicted of a public entity crime, or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers , directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in' Florida during the preceding 36 months shall be considered an affiliate. 6. I understand that a "person" as. defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States within the legal power to enter into a binding contract and which bids or applies to bid on contracts for the prc + ^..°+:Cn �f gCCd°. .., e, ^, } ?4y The }orrn ^paronn" innlw�Yiec ihnac �fF:�arc evar�,ti�icc n�!inrrc shareholders, employees, members, and agents who are active in management of an entity 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies.) X Neither the entity submitting sworn statement, nor any of its officers, director, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime. subsequent to July 1, 1989. Tha enflt'r' �uhrnif}irtg thic cin+nrn g ±atemcnfi nr nng nr mnra n£ ifc of cerg directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity, or an affiliate of the entity had been charged with and convicted of a public entity crime subsequent to July 1, 1989, AND (please indicate which additional statement applies. The entity submitting this swom statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent proceeding before a Hearing Officer of the State of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (attach a copy of the final order). I .UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OR THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT 1 AM REQUIRED TO INFORM THAT PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017 FLORIDA STATUTES FOR A CATEGORY TWO OF ANY CHANGE IN THE INFORMATIOACONTPANED IN THIS FORM. ignatu Sworn to and subscribed before me this, day of 2016. Personally known i tl Or produced identification (Type of identification) Notary Public -State of name of notary public) FORM A -12 CODE OF BUSINESS ETHICS In accordance with Section2- 8.1(i) of the Miami -Dade County Code, each person or entity that seeks to do business with the County shall adopt a Code of Business Ethics ( "Code ") and shall, prior to execution of any contract between the contractor and the County, submit an affidavit stating that the contractor has adopted a Code that complies with the requirements of Section 2 -8.1 @ of the Miami -Dade County Code. Any person or entity that fails for submif the required affidavit shall be ineligible for contract award. The Code of Business Ethics shall apply to all business that the contractor does with the County and shall, at a minimum, require that the contractor: • Comply with all applicable governmental rules and regulations including, among others, the Miami -Dade County Conflict of Interest and Code of Ethics Ordinance and the False Claims Ordinance. • Comply with all applicable rules and regulations regarding Disadvantaged Business Enterprises, Black Business Enterprises, Hispanic Business -Enterprises and Women Business Enterprises (hereinafter collectively Minority Business Enterprises, "MBEs ") and Community Small Business Enterprises (CSBEs) and shall, specifically prohibit the following practices: o Pass - through Requirements. The Code shall prohibit pass- throughs whereby the prime fire requires that the MBE or CSBE firm accept payments as a MBE or CSBE and pass through those payments or a portion of those payments to another entity including, but not limited to the owner /operator of the prime firm; • Rental Space Equipment or Flat Overhead Fee Requirements. The Code shall prohibit rental space requirements, equipment requirements, and /or flat overhead fee requirements, whereby the prime firm requires the MBE or CSBE firm to rent space or equipment from the prime firm or charges a flat overhead fee fo"r the use of space, equipment, secretary, etc; • Staffing Requirements. The Code shall prohibit the prime firm from mandating, as.a condition to inclusion in the project, that a MBE or CSBE hire, fire, or promote certain individuals not employed by the prime'firm, or utilize'staff employed or previously employed by the prime firm. • MBE or CSBE Staff Utilization. The Code shall prohibit the prime firm from requiring the MBE or CSBE firm to provide more staff than is necessary and then utilizing the MBE or CSBE staff for other work to be performed by the prime firm. o Fraudulently creating operating or representing MBE or CSBE. The Code shall prohibit a prime firm including, but not limited to, the owriers /operatdrs thereof . from fraudulently creating, operating or representing an entity as a MBE or CSBE for purposes of qualifying for certification as a MBE or CSBE. The Code shall also require that on any contract where MBE or CSBE participation is purported, the contract shall specify essential terms, including, but not limited to; a specific statement regarding the percent of participation planned for MBEs or CSBEs, the timing of payments and when the work is to be performed. . The failure of a contractor to comply with its Code of Business Ethics shall render any contract between the contractor and the County voidable, and subject violators to debarment.from future County work pursuant to Section 10- 38(h)(2) of the Code. The Inspector General shall be authorized to investigate any alleged Violation by a contractor of its Code of Business Ethics. By: —Wj I � Signature of Afflant Printed Name and Ilttle of Afflant ,r-4 -br;I/t J4-n - 9(P 201 Date 5q_ 6000 q3i _ Federal Employer Identification Number Firm A HUUIC55 UI ritllt SUBSCRIBED AND SWORN TO (of affirmed ) before me this S:Zeday of 0 He /She is personally known to me or has resented as identification. n � Type of Identification lX• Signature of N Serial Number dd� ) 6�� - rnt or Stamped Name of Notary Notary Public, State . a aooa rte ;;g °`y, MY GpMMISSI '-'� EXPidES: Octovet 2013 `!^r}....: &-` gon6ed ihN NW3ry QpaiiL Unaer+�+mers MIAMI-DADE COUNTY, FLORIDA Form A -7.2 FAIR SI7BC0 NTRACTING POLICIES RFP NO. FAIR SUBCONTRACTING PRACTICES In compliance with Miami -Dade County Ordinance 97 -35, the proposer submits the following detailed statement of its policies and procedures for awarding subcontracts: I hereby certify that the foregoing information is true, correct and complete. Signature of Authorized Representative: Title: Firm Name: Address: Telephone: Farm A -9.2 Rev. 2113101 Fax: Date: Fed. ID No. City /State /Zip: I LIVING WAGE RECOIREMENT (Miami -Dade County Ordinance 99.44) Effective November 11, 1999 the provisions of Miami -Dade County Ordinance 99 -44 and Section 2 -8.9 of the Code of Miami -Dade County shall apply to all service contracts involving the expenditure of over $100,000 per year for "Covered Services." "Covered Services" are the type of services purchased by the County that are subject to the requirements of the Living Wage Ordinance which are one of the following: (1) County Service Contracts (I) food preparation and /or distribution (ii) security services (iii) routine maintenance services such as custodial, cleaning, refuse removal, repair, refinishing and recycling (Iv) clerical or other non - supervisory office work, whether temporary or permanent (v) transportation and parking services, including airport and seaport services (vi) . printing and reproduction services (vil) landscaping, lawn and /or agricultural services in accordance with Miami -Dade County Ordinance 99 -44, all Service Contractors entering into a contract with Miami -Dade County to provide Covered Services as described above shalt pay to all of Its employees providing such Covered Services to the County.a Living Wage of no less than $8.81 per hour plus Health Insurance as described in the aforementioned ordinance,, or.$10.09 per hour without Health insurance. Such Health Benefits shall consist of, payment of at least $1.28 per hour towards the provision of health care benefits for employees and their dependents. Proof of the provision of Health Insurance must be submitted to the, County to qualify for the wage rate for employees with health benefits, The Service Contractor .shall also agree to produce all documents and records relating to payroll and compliance with this Ordinance prior to award of a contract as a result of this solicitation upon request by the County. if records reflect that the Service•Contractor Is In violation of this Ordinance, the'County has the right to sanction the Service Contractor to include but not limited to termination,. fine and suspension. This Ordinance encompasses various responsibilities that must be accomplished by the successful proposer such as record keeping, posting and reporting. Upon the award of this contract, the successful proposer must be prepared to comply with these requirements as outlined in Ordinance 99 -44. HpKty -i -zi MIAMI-DADE COUNTY, FLORIDA. MIAMI -DADE COUNTY LIVING "WAGE AFFIDAVIT (ordinance 99 -44 and Section 2 -8.9 of the Miami -Dade County Code) Solicitation No.: Title: being 'first duly sworn hereby I, state and certify that in compliance with Miami -Dade County Ordinance 99 -44 and Section 2 -8.9 Of the Miami -Dade County Code, by accepting award of this contract, the bidder or proposer agrees to pay the living wage required by Miami -Dade County Ordinance 99 -44 to all employees assigned to this contract. The bidder or proposer further understands that the current living wage applied to this contract is $8.81 per hour plus health benefits as described in the ordinance, or $10.09 per hour without health benefits. 20i— By; of Sgiant Date ignatu re Printed Namo of Af6ant and Tiltc Federal IdentifloaiG Number Printed Name of Fl m SUBSCRIBED AND SPVOAN TO (or affixrned) before me this day of 20� He /She is personally known to me or has presented by Aifiant as identification. Type of Ideniitication signature of Notary Print or Stamp Namo of Notary Notary Public — State Rev. 3126102 Serial Number Expiration Datc Notary Seal COLLUSION AFFIDAVIT (Code o € Miami -Dade County Section 2 -8.9.1 and 10 -33.9) (Ordinance No. 08-713) BEFORE ME, A NOTARY PUBLIC, personally appeared 90aer M- 1!ar14r1 who being duly sworn states: (insert name of affiant) I am over 18 years of age; have personal knowledge of the facts stated in this affidavit and I am an owner, officer, director, principal shareholder and /or I am otherwise authorized to bind the bidder of this contract I state that the bidder ui ulis curjiraci [� is not related to any of the other parties bidding in the competitive solicitation, and that the contractor's proposal is genuine and not sham or, collusive or made in the interest or on behalf of any person not therein named, and that the contractor has not, directly or indirectly, induced or solicited any other proposer to put in a sham proposal, or any other person, firm, or corporation to refrain from proposing, and that the proposer has not in any manner sought OR by collusion to secure to the proposer an advantage over any other proposer. El is related to the following parties who bid in the solicitation which are identified and listed below. Note: Any person or entity that fails to submit this executed affidavit shall be ineligible for contract award, In the event a recommended contractor identifies related parties in the competitive solicitation its bid shall pe presumed to be collusive and the recommended contractor shall be ineligible for award unless that presumption is rebutted by presentation of evidence as to the extent of ownership, control and management of such related parties in the preparation and submittal of such bids or proposals. Related parties shall mean bidders or proposers or the principals, corporate officers, and managers thereof which have a direct or indirect ownership interest in another bidder or proposer for the same agreement or in which a parent company or the principals thereof of one (1) bidder or proposer have a direct or indirect ownership interest in another bidder or prop ser for the same agreement Bids or proposals found to be collusive shall be rejected./ A r. / I , ITZ a 20 10 Date ttcr•r der M Carljon rt1R1� S /oj_%i Q O/ o/ 4-/3/! / Prtfifed Name of Affiant d l file Federal Employer Identfcation Number Name SID PACKAGE ADDENDUM Revised 4/12)99 SUBSCRIBED AND SWORN TO {or affirmed} before me this AL day of(// �o91—j4( 20/0 is personally known to me or has presented as Type of identification or Notary Public— State Serial Number Expiration Date F��ntac« <`�f --- ,,.,;„ +'oyy; MARIALGARCIA _.�• y�. `,`� MY COhiMiSS�pN „DU Ar75[2 ?,•.�j;�4 ; L;cPYRES: CclucB. 2: N i ��4f �Rq� gmaea7lw Notary FWire Unoeinamrs' 131D PACKAGE ADDRNDLIk Revised VM9 CERTIFICATION REGARDING LOBBYING Ce"fificafi^n for Contracts, Grants Loans and Cooperative Agreeme�?LS The undersigned certifies, to the best of his or her knowledge and belief, that: 1: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, -a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any'Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, aniendu`?c:.t, C. _^.difiCaiivu 0-9 a�<s F} aral CC++±ravy b ant than nr Cooperative agreement. 2. If any of the 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 contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award docuruents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreement in excess of $100,000) and that all subrecipients shall certify and disclose accordingly. 4.. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for ea( By: Print: Title: Date: �c "qMi %R1D Cr M- C',trl�os) 11/06/2009 17:23 FAX 7 %gg�i ,. -.i, GQt1NTf carkts Alvamz, Mayor November 6, 2005 Mr. W. Ajibolo Balogurr, City Manager City of South Miami 6130 Sunset Drive South Miami, FL 33143 Activity Title: South Miami CRA Street Lighting Activity ID: 20100002 Category: Capital Improvement Source: CDBG Approved Amount: $120,000 Subject: FY 2010 Final Award letter Dear Mr. Baiogun: la 002/005 flotwingand CommiurRy Deve10INTIO t 701 ,i \.W. W Covet + 74th (Moor Mibmi, Auricle 3315(+ T 7S8 V)9J 2100 I miamidn8mt;av Congratulations! On Novenber 4, 2009, the Board of County Commissioners (BCC) approved the FY 2010 Action Plan funding allocations for the FY 2010 Community Development Block Grant (CDBG), the HOME Investment Partnerships (HOME). the Emergency Shelter Grant (ESG), the State Housing initiative Partnerships (SHIP) and tile Community Development Block Grant Recovery (CDBG -R) Programs. This action by the Board of County Commissioners was the culmination of the FY 2010 Consolidated Request for Applications (RFA) process, which opened on July 2, 2.009, and was coordinated by the Department of Housing and Community Development f!k/a the office of Community and Economic Development. in an effort to initiate the contract preparation and execution process, please fill out and return the following documents (see enclosed samples) by November 18, 2009: m Detailed and summary budgets as per format provided; h Scope of services as per format provided; o Environmental Review (ER) form with attachments. In addition, funded agencies are required to attend our Contract Development Technical Assistance workshop as follows: November 13, 2009 from 10 :00 a.m. to 12.00 p.m. at the Miami -Dade Board of County Commtsslon Chambers, 111 NW 1st Street, Miami, Florida. This workshop is mandatory for all newly funded agencies receiving CDBG or HOME funds. A separate meeting will be scheduled for applicants receiving CDBG,R funds. The purpose of the workshop is to provide technical assistance to agencies, regarding the contract development process. At that time, stall will also discuss the new requirement that ail CDBG funds will be granted in the form of forgtvabie loans. The workshop will mostly focus on 71/0 &/2003 17 :23 FAX 1@003/005 Mr, W Ajibola Balogun City Manager City of South Miami November G, 2009 Page 2 federal requirements, the execution of the required documents. and the preparation of scopes of services and budgets, Your participation will ensure not only the expeditious development of your contract(s), but also the impiemontation and the completion of your activities within the required time frames. An additional mandatory workshop will be scheduled in mid - January 2010 for funded agenciesldovetggers of housing activities regardless of funding. source, Notification and complete details of this workshop will be forwarded under separate cover. Please contact Sonia Colon, Team Leader, at (786) 469 -2100 if you have any questions. Sincerely, X491 Shalley Jones Horn Director Enclosures e: Tangle White Jackson, Director, CED Division — DFICD Annetta Jenkins, Assistant Director, HDLAD - DHCD Sonia Colon, Team Leader, CEO Division - DHCQ SMCRA Proposed Lighting Improvement Master Plan Priority List Priority #1— Priority 92.— Priority #3 - Priority #4 - SW 66th Street from SW 61st Court to SW 58th Avenue SW 68th Street from SW 59th Place to SW 58h Place; and SW 6l t Drive/Court from SW 59th Place to SW 66th Street SW62nd Street from SW 62 d Avenue to SW 59th Avenue SW 60 Street from SW 62nd Avenue to Red Road Lighting improvement Master Plan Map South Miami Community Redevelopment Agency Area 1. Wa � 5MCRA s Prioritized SIVICRA Lighting Improvement Areas City of South Miami 2008109- 2012/13 CAPITAL IMPROVEMENTS PROGRAM CAPITAL IMPROVEMENT PROJECT REQUEST FORM Name of Project: SlYXCX2A Lighting Xmprovement — Area 2 . *Dept. Priority: CRA0002 Project Location: SW 68ih Street and SW 61" Court Project No.: Requesting Dept.: SMCRA Category: ,SLalcLmx. mryvs. Plnnpmg Jalniix k am Prpjnv atPpnninc doenmmgA DESCRIPTION: Description. :�[f�{IX<'RF .�. ' •• •. ,SW=IHOTfF- NIA4[k0i1 : 1VAKE >a. X4MEEatl' HYI4Y[oX aWartNat- ry -V JUSTIFICATION: Description. wwrw; OPERATING IMPACT: Description. CONCURRENCY: # � , �. ii ' F Description. PRIOR vRS. FY 08 -09 FY 09 -10 FY 10 -11 FY 11 -12 FY 12 -13 ACTIVITY EXPENDITURE SCHEDULE **Total Budget: FUNDING SOURCES APPROPRIATIONS SCHEDULE * *Total Funding: 2of4 Priority Is subject to change. '" Based on amounts estimated during preliminary planning. Resolution Number # R- 1284 -09 Duns Number #024628976 Awarded Amount $120,000 CDBG 2010 FY 2010 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 the City of South Miami, hereinafter referred to as "Awardee" and having offices at 6130 Sunset Drive South Miami Florida 33143 and telephone number of (305) 663 -6345, 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 Department of Housing and Community Development hereinafter referred to as "DHCD," and having its principal offices at 701 N.W. 1 Court, 14 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. 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 $120.000 of CDBG funds to the Activity South Miami CRA Street Lishtina located at SW 66'h Street from SW 61" Court to SW 58 "' Avenue; SW 68 Street from SW 59 Place to SW 58 Place and SW 61 Drive /Court from SW 59 Place to SW 66 Street . All CDBC 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 terns and conditions set forth herein, including but not limited to Section W(2)(a)(I) -(2). 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 DHCD 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 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% Individual or Family of the 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 or A person or family whose annual income does not exceed 50% Family of the median income for the area, as determined by HUD with adjustments for smaller and larger families and with certain exceptions as provided in 24 CPR Part 570. Contract Records or Agreement Any and all books, records, documents, information, data, Records papers, 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. Subcontractor or Subconsultant Any individual or firm hired on a contractual basis by the Awardee for the purpose of performing work or functions cited on the Action Step Format (Attachment "At) of this contract. Subcontract Any contractual agreement between a Subcontractor and the Awardee. 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 DHCD's notification, the Awardee shall furnish to the Department's Community and Economic Development Division (CEDD), 701 N.W. 1 Court, 10 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 Builders 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. Any changes to the required insurance policies, including coverage renewals, must be submitted to DHCD 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 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 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 DHCD or report on relevant information to DHCD as described below or any provide any other documents in whatever form, manner, or frequency as prescribed by DHCD. These will be used for monitoring progress, performance, and compliance with this Agreement and for compliance with applicable County and Federal requirements. Certificates of Insurance The original to be received by DHCD 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. a. Worker's Compensation Insurance for all employees of the Awardee as required by Florida Statute 440. b. Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. Miami -Dade County /DHCD must be shown as an additional insured with respect to this coverage. The mailing address of the Department of Housing and Community Development, as the certificate holder, must appear on the certificate of insurance. c. Automobile Liability Insurance covering all owned, non - owned, and hired vehicles used in connection with the Services, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. d. Professional Liability Insurance in an amount not less than $N /A with a deductible per claim not to exceed ten percent (10 %) of the limit of liability. 2. Progress Reports a. The Awardee shall submit a status report using the form attached hereto as Attachment C, "Progress Report," as it may be revised by DHCD, 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 DHCD receives each report in triplicate (or as indicated) no later than April 10, 2010, July 10, 2010, October 9, 2010 and January 8, 2011. b. 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 DHCD a cumulative account of its activities under this agreement by completing the following portions of the Progress Report Form: Section 1- Status of Contracted Activities 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 11- 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 111- Contract and Subcontract Activitv Report Contract and Subcontract Activity Report (First and Third Quarter Progress Report) - The Awardee shall report to DHCD 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 DHCD no later than April 10, 2010 and October 9, 2010. Section IV - Neighborhood Employment Opportunities: Neighborhood Employment Opportunities Report (First and Third Quarter Progress Report) - The Awardee shall report to DHCD 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 DHCD no later than April 10, 2010 and October 9, 2010. 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 DHCD no later than the tenth (10th) business 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. 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 ll, 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, 2010 through December 31, 2010 and shall be received by DHCD no later than January 6, 2011. 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." 5. Audit Report - The Awardee shall submit to DHCD 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 DHCD 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 DHCD information relative to the equality of employment opportunities whenever so requested by DHCD. 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 DHCD for a period of three years. 10. Reporting on Financial Status, Bankruptcy, Real Property, or Personal Property 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 Its 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 DHCD 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. 3. The Awardee shall ensure that the language in this Section 11, 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, 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 DHCD's Contract Compliance Manual, which are incorporated herein by reference, receipt of which is hereby acknowledged, and as they may be revised. 2. 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 DHCD. 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. 6. Affirmative Action /Non - Discrimination of Emnlovment. Promotion. and Procurement rracoces luminance M)0 -6ur - All arms wim annual gross revenues in excess or Zio 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 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. 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 -8.10) 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 -9091 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 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 f, Employment; Title II, 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. 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; 10 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 DHCD 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, DHCD'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. 5. The Awardee shall cooperate with DHCD 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, DHCD, 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 DHCD 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, DHCD, or the County. 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 Outreach and Real Estate Section of DHCD 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 11 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 DHCD its Affirmative Marketing Plan no later than 60 days from the date this Agreement is executed. 8. 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 his compliance with the national objective, and DHCD will have the right to monitor the activity. 9. The Awardee shall comply with all applicable uniform administrative requirements as described in 24 CFR 570.502 I. 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), DHCD 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: 1. Contact the DHCD representative noted in Section IV, Paragraph M of this Agreement, prior to taking any action, to schedule a meeting to receive compliance information. 2. Comply with the Awardee's procurement and pre -award requirements and procedures which, at a minimum, shall adhere to all applicable federal standards. 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 DHCD for written approval all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals prior to publication. 5. Submit to DHCD all construction plans and specifications and receive DHCD's approval prior to implementation. 6. Contact the DHCD representative noted in Section IV, Paragraph M, prior to scheduling a pre- construction conference. In accordance with industry standards, DHCD will hold ten percent (10 %) of the total grant award as a retainer until the construction work is determined by DHCD, in its sole discretion, to be seventy -five percent (75 %) completed, At the time that the construction work is determined by DHCD 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 Services and Technical Assistance (PSTA) Unit of 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 will 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 the PSTA. 12 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 C. Loan Agreement d. Restrictive Covenant e. Rental Regulatory Agreement L Collateral Assignment of leases, rents and Contract Rights g. UCC -1 Rider h. Title Insurance Policy L. 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. 2. 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). 3. 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 DHCD no later than six months following the end of the Awardee's fiscal year. 4. 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 DHCD- 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 DHCD 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. 13 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 DHCD 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 DHCD, each of the record - keeping and audit requirements detailed in this Agreement. DHCD 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 three 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 must submit the audit report to DHCD 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. 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 Im 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 DHCD'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 DHCD'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 LA.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. 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 DHCD, 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 DHCD 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 DHCD 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 DHCD, upon request, all Agreement records. These records shall become the property of DHCD without restriction, reservation, or limitation of their use. DHCD 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 DHCD 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. 15 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. 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 16 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 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. 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 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. 17 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 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 DHCD 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 DHCD at least thirty (30) days prior to the start date of the agreement. DHCD shall have no obligation to approve payment of any expenditure (resulting from an agreement or subcontract) which was incurred prior to the approval by DHCD 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.1. 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 11, 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 DHCD and other persons duly authorized by DHCD 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, DHCD will deliver to the Awardee a report of its findings, and the Awardee 18 will rectify all deficiencies cited by DHCD within the specified period of time set forth in the report, or provide DHCD with a reasonable justification for not correcting the deficiencies. DHCD 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 DHCD 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 requned under this Agreement. The Awardee further covenants that in the performance of this Agreement no person having such a 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 DHCD immediately upon the Awardee's discovery of such possible conflict. DHCD will then render an opinion which shall be binding on all parties. The Awardee shall submit to DHCD, 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 DHCD 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 19 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 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 20 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 DHCD 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 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 21 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. 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 (it) 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 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. 22 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 $750 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. The Awardee shall comply with the real property requirements as stated below: a. Any real property under the Awardee's control that was acquired or improved by Awardee or DHCD in whole or in part with CDBG funds received from DHCD 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 DHCD 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 DHCD, the Awardee shall, in the sole discretion of DHCD, either pay to DHCD an amount equal to the market value of the property as may be determined by DHCD 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 DHCD at no cost to DHCD. 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 DHCD for $25,000 or less shall be disposed of, at the expiration or termination of this Agreement, in accordance with instructions from DHCD. C. All real property purchased or improved in whole or in part with funds from this and previous Agreements with DHCD, or transferred to the Awardee after being purchased in whole or in part with funds from DHCD, 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 DHCD 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 DHCD. This report shall include the elements listed in Paragraph W.2.c., above. 23 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 shalt 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: a. All nonexpendable personal property purchased or improved in whole or in part with funds from this and previous Agreements with DHCD shall be listed in the property records of the Awardee and shall include a description of the property; location; model number; manufacturers serial number; date of acquisition; funding source; unit cost at the time of acquisition; present market value; 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 DHCD shall be inventoried annually by the Awardee and an inventory report shall be submitted to DHCD. 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 DHCD. 5. The Awardee shall obtain prior written approval from DHCD 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 DHCD. Those instructions may require the return of all such property to DHCD. 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. 24 a. The Awardee shall comply with the Program Income provisions in DHCD's Contract Compliance Manual If any Program Income provisions of the Contract Compliance Manual conflict with any Program Income provisions of this Agreement, the provisions of this Agreement shall rule. b. The Awardee shall report to DHCD 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 DHCD. This information. along with n chock c. If the Awardee requests to use Program Income, the Awardee shall provide to DHCD a written explanation of the activities to be assisted with Program Income and shall obtain DHCD'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 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 DHCD 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 11, Paragraph W.4., 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. DHCD 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. DHCD, 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 DHCD's Contract Compliance 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 25 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: a. 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.epls.gov/ Awardee shall provide to DHCD 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.miamidade.gov/sba/reports-debarment.asp to determine if a person or entity is on Miami -Dade County's debarred contractor's list. Awardee shall provide DHCD 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 DHCD's Contract Compliance Manual. G. 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. f. 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 DHCD 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 DHCD, set forth in this Agreement. DHCD 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 DHCD. 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 DHCD 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 DHCD, 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 and 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. 26 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 DHCD written prior approval for any subcontract engaging any party who agrees to carry out any substantive programmatic activities as may be determined by DHCD as described in this Agreement. DHCD's approval shall be obtained prior to the release of any funds to the subcontractor. 5. The Awardee shall receive written approval from DHCD 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 DHCD of any subcontract or assignment shall not under any circumstance be deemed to provide for the incurrence of any obligation by DHCD in excess of the total dollar amount agreed upon in this Agreement. 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 DHCD (Attachment H). & The Awardee agrees that it will not change or substitute subcontractors or suppliers from the list (Attachment H) without prior written approval from DHCD. 9.. The Awardee shall not hire any of the Awardee's staff members or employees as subcontractors. AA. Additional Funding The Awardee shall notify DHCD of any additional funding received for any activity described in this Agreement. Such notification shall be in writing and received by DHCD 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 DHCD adequate proof, as determined by DHCD 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 DHCD 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 DHCD. 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 DHCD. 2. Requests for payment (reimbursement) shall be assembled by calendar month and submitted to DHCD no less frequently than monthly. Expenditures incurred by the Awardee must be submitted to DHCD, along with all original invoices, copies of front and back of cancelled checkspaid to all subcontractorsand suppliers, all release of liens from elf subcontractorsand 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. 27 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 DHCD of all reports and documents which the Awardee is required to submit to DHCD 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 DHCD and the County's Risk Management Division. DHCD 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 DHCD, in its sole discretion, so chooses. 7. All monies paid to the Awardee which have not been used to retire outstanding obligations of this Agreement must be refunded to DHCD in accordance with DHCD's Contract Compliance 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 DHCD, 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 DHCD 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: 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. 28 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. 111. 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 $120,000. IV. THE AWARDEE AND DHCD AGREE A. Effective Date 1. This Agreement shall begin on January 1, 2010. 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, 2010. 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 DHCD, 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 II, 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. 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 91 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. 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. L Failure to comply strictly with Section 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 shelf be responsible for all direct and indirect costs associated with such suspension, including attorney's fees. Reasonable cause shall be determined by DHCD, 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, DHCD 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. DHCD 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 DHCD upon no less than ten (10) working days notice when DHCD determines that it would be in the best interest of DHCD 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. 30 2. Termination for Convenience DHCD 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 further expenditure of funds. Both parties shall agree upon the termination conditions. DHCD, 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. 3. 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, DHCD 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. DHCD shall be the final authority to determine whether or not funds are available. DHCD 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 DHCD a release from its contractual obligations to the County. The Director of DHCD will review the effect of the request on the community and the County prior to making a final determination. 5. Termination for Default or Breach DHCD 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. DHCD may terminate this Agreement, in whole or in part, when DHCD 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, DHCD may treat such failure to comply as a repudiation of this Agreement; 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. 8. 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, 31 including but not limited to, taking over the performance of the Services or any part thereof either by itself or through others. 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. 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. DHCD shall be the sole judge of "reasonable, allowable costs." All compensation pursuant to this Article is subject to an audit. 32 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 DHCD 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. DHCD 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. DHCD may, for good and sufficient cause, as determined by DHCD 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. DHCD's failure to exercise any of its rights under this Agreement, or DHCD'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 DHCD 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 DHCD's Contract Compliance Manual. These revisions shall not require a Agreement amendment unless the amount of this Agreement is changed or unless otherwise required by DHCD. All budget revisions shall require the written approval of DHCD. DHCD 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 DHCD no later than 5 working 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, DHCD will revise the budget at its discretion. DHCD 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. 1 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 DHCD, 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. 33 Any alterations, variations, modifications, extensions or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duty 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 DHCD, DHCD shall refer the questions, including the views of all interested parties and the recommendation of DHCD, 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 DHCD and the Awardee, or in the event additional time is necessary, DHCD 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. J. 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: 34 TO AWARDEE: City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Attn: Roger Carlton, Acting City Manager COPY TO: City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Attn: Carol AuBrun, Gants Writer & Administrator TO COUNTY: Miami -Dade County 111 N. W. 1st Street Miami, Florida 33128 Attn: County Manager COPY TO: Department of Housing and Community Development 701 NW 1s` Court, 10 Floor Miami, FL 33136 Attn: Shalley Jones Horn, Director COPY TO: Department of Housing and Community Development 701 NW 1s` Court, 141b Floor Miami, FL 33136 Attn: Letitia S. Goodson, Project Manager COPY TO: Assistant County Attorney County Attorney's Office 111 N. W. 1 st Street, Suite 2810 Miami, Florida 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. 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. 35 P. 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 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 Conflict This Agreement and its attachments as referenced (Attachment A - Scope of Services; Attachment Al — Action Steps; Attachment B - Budget; Attachment B -1 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 — Certiflcation, Statements and Affidavits; Attachment F - Publicity, Advertisements and Signage; Attachment G — Fair Subcontracting Policies; Attachment 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. 36 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. 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. 37 IN WITNESS THEREOF, the parties hereto have c�u this Thirty-&ig)ut/138) page contract to be executed by their undersigned officials as duly authorized, this ; �T "� day of !l ttiYr°''�V�<.- 2010. AWARDEE: City of South Miami BY: kwwu�_ NAME: Roger Carlton TITLE: Acting City Manager DATE: � o✓/ �O w. NAME DATE Witnesses: BY: -1 /V br a Type or Print Name BY: (Signature) Maria M. Menendez Type or Print Name Federal ID Number: 59- 6000431 Resolution #:R- 1284 -09 Awardee's Fiscal Year Ending Date: September 30'h CORPORATE SEAL: MIAMI -DADE COUNTY !ilff�pmt" `%n11 /[Mwm NAME: �e Carlos Alvarez TITLE: Mayor p^p,, be, rvq,y •• f� U i4C,i ?yff ^�B 0.d \Fa`8 as ATTE6 �` p A °r % BY: • G 6 rr Commissioners AGREEMENT IS NOT VALID UNTIL SIGNED AND DATED BY BOTH PARTIES 38