CDBG HOME Agreement $610,441.00 ao 0-- ; 7IS�
HOME PROGRAM AGREEMENT
►3
THIS AGREEMENT,entered into this(?t day of AurcA 1204, by and between the CITY OF
MIAMI BEACH, a Florida municipal corporation, having its principal office at 1700 Convention
Center Drive, Miami Beach, Florida, (hereinafter referred to as the City), and the MIAMI BEACH
COMMUNITY DEVELOPMENT CORPORATION, a not-for-profit Florida corporation, with offices
located at 945 Pennsylvania Avenue, Miami Beach, Florida (hereinafter referred to as MBCDC).
WITNESSETH:
WHEREAS,on February 18, 1992,the City was designated by the United States Department
of Housing and Urban Development(HUD) as a participating jurisdiction for the receipt of funds as
provided under the HOME Investment Partnerships Program and pursuant to the HOME Program
Final Rule, 24 CFR PART 92, as same may be amended from time to time; and
WHEREAS, the City has an agreement with HUD for the purpose of conducting an
affordable housing program with federal financial assistance under the HOME Program; and
WHEREAS, on April 8, 1993, the Mayor and City Commission approved Resolution No.
93-20756, designating-Miami Beach Community Development Corporation(MBCDC)as a qualified
Community Housing Development Organization (CHDO) under the HOME Program; and
WHEREAS, the City has determined the necessity for providing affordable housing in the
City through the Fiscal Year 2012/2013 One-Year Action Plan for Federal funds, adopted by
Resolution No. 2012-27955 on July 18, 2012.
NOW,THEREFORE, in consideration of the mutual promises contained herein,the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement the terms listed below shall have the following meanings:
(a) HOME Program: HOME Investment Partnerships Program, as further set forth and
defined in Final Rule, 24 CFR Part 92, as same may be amended from time to time;
(b) HUD: United States Department of Housing and Urban Development or any
successor agency;
(c) CHDO: Community Housing Development Organization, as defined in the HOME
Program;
(d) Funds: HOME Program funds;
(e) CHDO Operating Expenses: Those eligible reasonable and necessary costs for the
operation of the CHDO such as salaries, wages, and other employee compensation and
benefits; employee education, training,and travel; rent; utilities;communication costs;taxes;
insurance; and equipment, materials and supplies. MBCDC agrees that eligible operating
CMB HOME revised 10/2011
I
expenses under this Agreement are limited to those eligible costs for operating expenses as
outlined in the HOME Program, at 24 CFR PART 92.208. Funds may not be used to pay
operating expenses incurred by a CHDO acting as a sub-recipient or contractor under the
HOME Program.
Any term not otherwise defined in this Article I or in this Agreement shall have the meaning set forth
in the HOME Program.
ARTICLE II
ALLOCATION OF HOME FUNDS
In consideration for the performance by MBCDC of its obligations under this Agreement,the City will
provide MBCDC with HOME Program funding, in the total amount of SIX HUNDRED TEN
THOUSAND FOUR HUNDRED FORTY-ONE AND NO/100 DOLLARS ($610,441.00) (the Funds).
The Funds will be provided to MBCDC from the City's Fiscal Year 2012/2013 HOME Program
allocation and prior years unspent HOME administration funds, and shall be used for eligible CHDO
Project Expenses for the rehabilitation of the apartment building known as The London House
Apartments Phase II, located at 1975 Washington Avenue, Miami Beach, Florida, 33139, that will
provide eighteen (18) units of affordable rental housing (the Project).
MBCDC will provide those services, as set forth in the Scope of Services attached as Exhibit "A"
hereto. The Scope of Services shall be provided in accordance with, and subject to, the Project
Line-Item Budget and Project Pro Forma attached as Exhibit "B" hereto. The Project Line-Item
Budget will include all sources of Project funding, and the uses of each source of funds.
MBCDC will maintain required HOME Program rent and occupancy limitations and standards for a
minimum period of thirty (30) years (the Affordability Period) , commencing with the earlier of the
City's issuance of a Temporary Certificate of Occupancy(TCO), or Certificate of Occupancy(CO),
for the Project.
ARTICLE III
PROCEEDS FROM HOME INVESTMENT
In accordance with the HOME Program, at 24 CFR PART 92.300(a)(2), MBCDC may retain the
proceeds resulting from investment of its CHDO set aside funds for use in other housing activities
which benefit low-income families. However, any retention of HOME funds for housing not meeting
the affordability requirements of the HOME Program, at(24 CFR PART 92.252),will be considered
Program income and will be repaid in accordance with the requirements of the HOME Program, (at
24 CFR PART 92.503).
In accordance with the HOME Program, at 24 CFR PART 92.300, Project proceeds shall be
restricted to uses specified by the HOME Program, at 24 CFR Part 92.301. MBCDC must have
effective Project control, as required by the HOME Program, at 24 CFR PART 92.300(a)(1).
2 CMB HOME revised 10/2011
ARTICLE IV
SPECIAL PROVISIONS APPLICABLE TO FUNDS
PROVIDED UNDER THE HOME PROGRAM
MBCDC expressly agrees that the following provisions shall apply to its use of the Funds:
(a) MBCDC will enter into a written agreement (or agreements) with the City, within
twenty-four (24) months of the effective date of the Fiscal Year 2012/2013 HOME
Agreement between HUD and the City, in order to commit the Funds to a specific
eligible CHDO project (or projects). The City, at its sole discretion, may require
commitment of the Funds within an earlier time period,as determined in the sole and
reasonable discretion of the City Manager, in the event same is necessary to avoid
recapture of said Funds.
(b) MBCDC shall comply with all Project requirements, as defined by the HOME
Program, at 24 CFR SUBPART F, Sections 92.250, 92.251, 92.252, and 92.253.
(c) MBCDC will maintain a financial management system that conforms to the financial
accountability standards of the HOME Program, at 24 CFR PART 84.21 ("Standards
for Financial Management Systems").
(d) Affirmative Marketing. MBCDC shall adopt and implement affirmative marketing
procedures for rental and home buyer projects containing five (5) or more HOME-
assisted housing units, as set forth in the HOME Program, at (24 CFR 92.351).
MBCDC shall maintain records of its affirmative marketing activities in accordance
with the record keeping requirements of the HOME Program, at 24 CFR 92.508
(a)(7)(ii).
(e) CHDO Capabilities. As the City's CHDO, MBCDC shall develop, sponsor, or own
the project (or projects) funded by the Funds and shall at all times have/maintain
effective management control over such project (or projects).
(f) Change in Status: MBCDC shall advise the City, in writing, within thirty(30) days of
any organizational, operational, or legal status changes made by MBCDC that affect
documents that were submitted by MBCDC to obtain CHDO status.
(g) Property Standards: MBCDC shall comply with the property standards requirements
set forth in the HOME Program, at 24 CFR PART 92.251.
(h) MBCDC shall comply with the requirements of Executive Orders Nos. 11625 and
12432, concerning Minority Business Enterprise, and Executive Order No.12138,
concerning Women's Business Enterprise,which encourage the use of minority and
women's business enterprises, to the maximum extent possible, in connection with
HOME-funded activities.
(i) MBCDC shall comply with the Displacement, Relocation, and Acquisition
requirements in accordance with the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970(URA) (42 U.S.C.4201-4655), and 49 CFR
Part 24.
3 CMB HOME revised 10/2011
(j) MBCDC shall comply with all of the following federal laws, executive orders, and
regulations pertaining to fair housing and equal opportunity, as same may be
amended:
(1) Title VI of the Civil Rights Act of 1964(42 U.S.C. 2000d)--States that no person
may be excluded from participation in, denied the benefits of, or subjected to
discrimination under any program or activity receiving federal financial assistance on
the basis of race, color, or national origin. Its implementing regulations may be
found in 28 CFR Part 1.
(2) Title VIII of the Civil Rights Act of 1968(the"Fair Housing Act")(42 U.S.C.3601)
and its implementing regulations at 24 CFR Part 100-115--Prohibits discrimination
in the sale or rent of units in the private housing market against any person on the
basis of race, color, religion, sex, national origin, familial status or handicap.
(3) Equal Opportunity in Housing(Executive Order 11063,as Amended by Executive
Order 12259), and implementing regulations at 24 CFR Part 107 -- Prohibits
discrimination in housing or residential property financing related to any federally
assisted activity against individuals on the basis of race, color, religion, sex or
national origin.
(4) Age Discrimination Act of 1975, (42 U.S.C. 6101) and its implementing
regulations at 24 CFR Part 146--Prohibits age discrimination in programs receiving
federal financial assistance.
(5) Equal Employment Opportunity, Executive Order 11246, and its implementing
regulations at 41 CFR Part 60 -- Prohibits discrimination against any employee or
applicant for employment because of race, color, religion, sex, or national origin.
Provisions to effectuate this prohibition must also be included in all construction
contracts exceeding $10,000.
(k) Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701 u)—
which requires that, to the greatest extent feasible, opportunities for training and
employment, arising from HOME funded projects, will be provided to low-income
persons residing in the program service area and, to the greatest extent feasible,
contracts for work to be performed in connection with HOME funded projects will be
awarded to business concerns which are located in or owned by persons residing in
the program service area.
(1) MBCDC will ensure that all units in a project(or projects)assisted with HOME funds
comply with the Lead Based Paint Poisoning Prevention Act (42 U.S.C. 4821, et)
and its implementing regulations at 24 CFR PART 35. MBCDC will ensure that all
contractors performing renovation, repair and painting of projects assisted with
HOME funds comply with the certification requirements of the 2008 EPA Rule under
40 CFR Part 745.
(m) Federal Labor Standards Provisions, as described in HUD Handbook 1344-1
(Federal Labor Standards Compliance in Housing and Community Development
Programs) --Applies to all projects with twelve (12) or more HOME-assisted units,
regardless of whether HOME funds are used for construction or other costs.
41 CMB HOME revised 10/2011
(n) MBCDC agrees to administer a policy to ensure that it complies with the Drug-Free
Workplace Act requirements under 24 CFR Part 24, Subpart F, and will ensure that
its workplace is free from the unlawful manufacture, distribution, dispensing,
possession or use of drugs or alcohol.
(o) MBCDC agrees to adhere to and be governed by the following accessibility
requirements:
1. Architectural Barriers Act of 1968, as Amended (42 U.S.C.4151) and its
implementing regulations at 35 CFR Part 107 -- States that public (i.e., those
intended to be accessible to the general public)buildings and conveyances financed
with federal funds are designed, constructed, or altered to provide accessibility to the
physically handicapped.
2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and
implementing regulations at 24 CFR Part 8 -- Prohibits discrimination in federally
assisted programs on the basis of handicap and imposes requirements to ensure
that "qualified individuals with handicaps" have access to programs and activities
that receive federal funds.
3. Title VIII of the Civil Rights Act of 1968, as Amended the"Fair Housing Act"
(42 U.S.C. 3601) and its implementing regulations at 24 CFR Part 100-115.
4. MBCDC must complete and submit the City's Disability Non-Discrimination
Affidavit (Affidavit), a copy of which is attached as Exhibit "E" hereto. In the event
MBCDC fails to execute the City's Affidavit, or is found to be in non-compliance with
the provisions of the Affidavit, the City may impose such sanctions as it may
determine to be appropriate, including but not limited to,withholding of payments to
MBCDC under the Agreement until compliance, and/or termination of the
Agreement.
ARTICLE V
JINTENTIONALLY OMITTED]
ARTICLE VI
METHOD OF PAYMENT
The Funds shall be paid to MBCDC as follows:
(a) MBCDC shall be paid for eligible Project Expenses, as set forth in the Budget
(Exhibit B), based on actual costs, and with supporting documentation. MBCDC shall be
51 CMB HOME revised 10/2011
paid only for those expenditures identified in the Budget. In order to be considered eligible
for payment, Project Expenses not identified in the Budget must obtain the prior written
approval of the City Manager prior to MBCDC incurring same. Budget line item transfers
must also obtain the prior written approval of the City Manager.
Supporting documentation shall include, but not be limited to, the following:
(1) Books, records and documents in accordance with generally accepted
accounting principles, procedures and practices, which sufficiently and properly
reflect all revenues and expenditures of Funds.
(2) A system of allocation that will assure reliable cost measurements and customary
service delivery costs.
(3) Time sheets for split-funded employees, who work on more than one activity, in
order to record the HOME activity delivery cost by project and the non-HOME related
charges.
(b) Requests for payment shall be assembled by calendar month and received by the
City no later than the 10th day of the succeeding month. Failure to comply may result in
rejection of invoices.
(c) No payments will be made without evidence of all appropriate insurance required by
this Agreement.
(d) MBCDC understands and agrees that disbursements of any Funds may not be
requested until such Funds are needed for payment of eligible costs. The amount of each
request must be limited to the amount needed. In no event shall the City provide advance
funding to MBCDC, nor shall MBCDC advance Funds to any party.
Payment of all or any portion of the Funds may be withheld pending the receipt and approval by the
City of any and all reports and documents which MBCDC is required to submit pursuant to this
Agreement.
ARTICLE VII
SUBCONTRACTS
(a) MBCDC agrees that no work or services contemplated by this Agreement shall be
subcontracted without the prior written approval of the City Manager.
(b) MBCDC shall require, and shall include language in all contracts with sub-
contractors, that said sub-contractor shall hold the City of Miami Beach, Florida, harmless
against all claims of whatever nature arising out of the subcontractor's performance of work
or services.
(c) MBCDC shall provide the City with copies of all executed subcontracts within ten(10)
days after execution.
6 CMB HOME revised 10/2011
I
ARTICLE VIII
[INTENTIONALLY OMITTED]
ARTICLE IX
TERM OF AGREEMENT (TERM)
This Agreement shall become effective upon execution, and shall terminate at the conclusion of the
thirty (30) year Affordability Period.
ARTICLE X
[INTENTIONALLY OMITTED]
ARTICLE XI
AMENDMENTS
Any amendments or modifications to this Agreement shall only be valid when they have been
reduced to writing and duly approved and signed by both parties hereto. Any changes which do not
materially change the scope of the Agreement, or increase the total amount of Funds payable under
this Agreement, may be approved and executed by the City Manager on behalf of the City.
ARTICLE XII
CONFLICT OF INTEREST
(a) MBCDC shall comply with the standards contained in the HOME Program,at 24 CFR
Part 92.356, which states that no owner, developer or sponsor of a project assisted with
HOME funds(or officer, employee, agent or consultant of the owner, developer or sponsor),
whether private for-profit or non-profit (including a CHDO when acting as an owner,
developer or sponsor) may occupy a HOME-assisted affordable housing unit in a project.
This provision does not apply to an owner-occupant of single- family housing or to an
employee or agent of the owner or developer of a rental housing project who occupies a
HOME assisted unit as the project manager or maintenance worker. Exceptions may only
be granted by the City in accordance with 24 CFR Part 92.356(f)(2).
(b) MBCDC shall disclose any possible conflicts of interest or apparent improprieties of
any party that is covered by the above standards. MBCDC shall make such disclosure, in
writing,to the City Manager immediately upon MBCDC's discovery of such possible conflict.
The City will then render, or cause to be rendered, an opinion, which shall be binding on all
parties.
(c) Related Parties. MBCDC shall report to the City the name, purpose, and any other
relevant information in connection with any related-party transaction. This includes, but is
7 CMB HOME revised 10/2011
not limited to, a for-profit or non-profit subsidiary or affiliate organization, an organization with
overlapping board of directors, and an organization for which MBCDC is responsible for
appointing memberships. MBCDC shall report this information to the City Manager upon
forming the relationship or, if already formed, shall otherwise report it immediately.
ARTICLE XIII
INDEMNIFICATION AND INSURANCE
MBCDC shall indemnify and hold harmless the City, and its officers, directors, employees,
contractors and agents, from any and all claims, liabilities, losses, and causes of action which may
arise out of an error, act, omission, negligence, or misconduct on the part of MBCDC, or any of its
officers, directors, employees, agents, servants, contractors, subcontractors, consultants, sub
consultants, patrons, guests, clients, and/or invitees in connection with this Agreement and/or with
the Project contemplated herein. MBCDC shall pay all claims and losses of any nature whatsoever
in connection therewith and shall defend all suits(including appeals) in the name of the City, and/or
its officers, directors, employees, contractors, and agents, and shall pay all costs and judgments
which may issue thereon. This indemnification shall survive termination and/or expiration of this
Agreement.
MBCDC shall maintain, during the term of this Agreement, the insurance specified below.
(1) General Liability: $1,000,000 combined single limit for bodily injury and property
damage, for each occurrence, subject to adjustment for inflation by the City.
(2) Contractual Liability: the policy must include coverage to cover the above
indemnification.
(3) Automobile and vehicle coverage, in the amount of $1,000,000 per occurrence,
subject to adjustment for inflation by the City, shall be required when the use of
automobiles and other vehicles are involved in any way in the performance of the
Agreement, including non-owned automobile coverage.
(4) Workers' Compensation Coverage as required pursuant to Florida Statute.
(5) Builders Risk/Comprehensive Fire and Hazard Insurance: MBCDC shall provide the
City with the original policy of Builder's Risk and Comprehensive Fire and Hazard
Insurance, in completed value form, with extended coverage in the amount of the full
insurable value of the specific funded project(or projects), upon completion of construction
(and providing for adjustment subject to inflation by the City), issued by a company
satisfactory to the City.
(6) Flood Insurance: If the floor grade of the first level of the building is determined to be
below the base floodplain elevation required by the Federal Emergency Management
Agency(FEMA)of eight(8)feet above National Geodetic Vertical Datum(NGVD), MBCDC
shall provide the City with evidence, satisfactory to the City, that the premises are covered
by flood insurance supplied by the Federal Insurance Administration, to the maximum
amount available, all as provided in the Flood Disaster Protection Act of 1973, as
amended, together with appropriate endorsement.
$ CMB HOME revised 10/2011
MBCDC shall submit to the City ORIGINAL certificates of insurance for the above coverages.
With the exception of the Workers' Compensation coverage, all other coverages required
pursuant to this Agreement must name the City of Miami Beach, Florida, as an additional
insured.
All insurance coverage shall be approved by the City's Risk Manager prior to the release of any
Funds under this Agreement. Further, in the event evidence of such insurance is not forwarded to
the City's Risk Manager within thirty(30)days after the execution of this Agreement,this Agreement
shall automatically terminate and become null and void, without further notice to MBCDC required,
and the City shall have no obligation under the terms hereof. In the event of such automatic
termination, MBCDC shall immediately return the entire amount of the Funds to the City, and the
City's rights and remedies against MBCDC shall be the same as set forth in Article IX.
ARTICLE XIV
REPORTS
(1) Progress Reports. MBCDC shall submit Quarterly Status Reports in such form as
set forth in Exhibit "C" hereto, describing the progress made by MBCDC in achieving the
objectives identified in the Scope of Services, and shall include photographs of recent
progress. The status report shall be submitted no later than ten (10) days after the end of
each month. It will be the sole responsibility of MBCDC to notify the City Manager, in writing,
of any action, law, or event that may impede or hinder the success of the activities
contemplated by this Agreement. After such notification,the City Manager will take whatever
actions he/she deems appropriate to ensure the success of the project.
(2) Annual Report. MBCDC shall submit a cumulative status report(hereinafter referred
to as the Annual Report) which shall describe the progress made by MBCDC in achieving
each of the objectives identified in the Scope of Services during the previous year. The
Annual Report shall cover the period of twelve(12)months, beginning October 1 and ending
September 30, and shall be received by the City no later than October 15.
(3) The City may require that MBCDC submit such other reports, as the City Manager
may reasonably deem necessary, to demonstrate MBCDC's compliance with any of the
terms of this Agreement.
If the required reports described above are not submitted to the City, or are not completed in a
manner reasonably acceptable to the City Manager, the City may withhold further payments until
they are completed, or take any other such action, including default, as the City Manager may deem
appropriate.
ARTICLE XV
AUDIT AND INSPECTIONS
MBCDC shall maintain any and all records, as necessary, to document compliance with the
provisions of this Agreement. At any time during normal business hours and as often as the City
Manager (and/or the comptroller of the United States) may deem necessary, there shall be made
available to the City Manager and/or his/her authorized representatives(and/or the U.S.Comptroller
and/or his/her authorized representatives), to audit, examine and make audits, of all contracts,
91 CMB HOME revised 10/2011
invoices, materials, payrolls, records of personnel,conditions of employment,and other data relating
to all matters covered by this Agreement. If during the course of a monitoring, the City determines
that any payments made to MBCDC do not constitute an allowable expenditure, the City will have
the right to re-capture said monies,which shall include,without limitation,the right to deduct/reduce
those amounts from their related invoices, and/or from any remaining portion of Funds not yet paid
to MBCDC.
At a minimum, at least one(1) monitoring site-visit will be performed annually during the Term of this
Agreement. Documentation and information required is outlined in the Monitoring Summary attached
as Exhibit "D" hereto.
ARTICLE XVI
COMPLIANCE WITH LOCAL, STATE AND FEDERAL REGULATIONS
MBCDC shall comply with all applicable federal regulations as they may apply to program/project
administration, and will further comply with all applicable State, Miami-Dade County, and City laws
and ordinances.
ARTICLE XVII
TERMINATION DUE TO LACK OF FUNDING
It is expressly understood and agreed by MBCDC that the Funds originate from grants of HOME
funds and must comply with all applicable HUD rules and regulations.
It is expressly understood and agreed by MBCDC that, in the event of curtailment or non-production
of Funds, the financial sources to pay MBCDC under this Agreement will not be available and, in
such event,this Agreement will thereby terminate effective as of the time that it is determined by the
City Manager, in his/her sole and reasonable judgment and discretion,that said Funds are no longer
available.
In the event of such termination, MBCDC agrees that it will not look to, nor seek to hold, the City of
Miami Beach, or any of its officials, officers,employees, contractors, or agents, personally liable for
performance of this Agreement, and the City shall be released from any and all liability to MBCDC
under the terms of this Agreement.
ARTICLE XVIII
ACCESS TO RECORDS
MBCDC shall allow access to all financial and other records, during normal business hours, to
authorized federal, State, Miami-Dade County, or City representatives, and shall provide such
assistance as may be necessary to facilitate financial and/or other audit by any of these
representatives including,without limitation,as deemed necessary by such representatives to insure
compliance with applicable accounting and financial standards.
10 CMB HOME revised 10/2011
ARTICLE XIX
[INTENTIONALLY OMITTED]
ARTICLE XX
PROJECT PUBLICITY
MBCDC agrees that any news release or any other type of publicity pertaining to the Project must
recognize the City as the recipient funded by the United States Department of Housing and Urban
Development and administered by the City of Miami Beach Office of Real Estate, Housing and
Community Development as the entity which provided Funds for the Project. Such news releases
and any other publicity shall include the statement:
"FUNDED BY THE CITY OF MIAMI BEACH HOME PROGRAM"
In written materials, the words below shall appear in the same size letters or type as the name of
MBCDC:
"CITY OF MIAMI BEACH HOME PROGRAM FUNDS ADMINISTERED BY THE CITY OF
MIAMI BEACH OFFICE OF REAL ESTATE, HOUSING AND COMMUNITY
DEVELOPMENT"
ARTICLE XXI
[INTENTIONALLY OMITTED]
ARTICLE XXII
ASSIGNMENT
This Agreement, nor any part hereof, may be assigned, transferred, or subcontracted without the
prior written consent of the City, which consent, if given at all, shall be at the City's sole discretion
and judgment.
ARTICLE XXIII
[INTENTIONALLY OMITTED]
11 CMB HOME revised 10/2011
ARTICLE XXIV
INDEPENDENT CONTRACTOR
MBCDC, and its officials, directors, employees, contractors, and agents, shall be deemed to be
independent contractors and not agents or employees of the City, and shall not attain any rights or
benefits under the Civil Service or Pension Ordinances of the City, or any rights generally afforded
Classified or Unclassified City employees; nor shall any such individuals be deemed entitled to the
Florida Workers' Compensation benefits as would employees of the City.
ARTICLE XXV
[INTENTIONALLY OMITTED]
ARTICLE XXVI
TERMINATION FOR CAUSE
This Agreement may be terminated for cause. "Cause" shall include the following:
(a) MBCDC's failure to comply and/or perform in accordance with any of the terms and
conditions of this Agreement, or any applicable federal, State, County, or City law or
regulation;
(b) MBCDC's failure to maintain the insurance required by the City;
(c) MBCDC's failure to submit any required report to the City, or submittal of a report
which is late, incorrect, or incomplete in any material respect after notice and opportunity to
cure, as set forth in subparagraph (e) hereof, has been given by the City to MBCDC;
(d) Implementation of this Agreement, for any reason, is rendered impossible or
infeasible;
(e) MBCDC's failure to respond, in writing, within thirty(30)days of notice of same from
the City, to any concerns raised by the City, including providing substantiating
documentation when requested by the City;
(f) Any evidence of fraud, waste, or mismanagement, as determined by the City's
monitoring under this Agreement, or any violation of applicable HUD rules and regulations;
(g) MBCDC's insolvency or bankruptcy;
(h) An assignment or transfer of this Agreement(or any portion hereof)which does not
comply with the procedures set forth in Article XXII;
(i) MBCDC's failure to comply and/or perform in accordance with the
affordability requirements; or
Q) Any unauthorized transfer of title by MBCDC of title to the Project.
121 CMB HOME revised 10/2011
If the default complained of is not fully and satisfactorily cured within thirty (30) days of receipt of
such notice of default to MBCDC, at the expiration of said thirty(30) day period (or such additional
period of time, as may be permitted by the City Manager, in his/her sole discretion, as required to
cure such default and in the event MBCDC is diligently pursuing curative efforts) this Agreement
may, at the City Manager's sole option and discretion, be deemed automatically canceled and
terminated, and the City shall be fully discharged from any and all liabilities and duties and terms
arising out of, or accruing by virtue of, the Agreement. In the event of a default for cause, the City
may also, at its option, avail itself of any and all remedies pursuant to the HOME Program (at 24
CFR Part 85.43), including suspension and/or re-capture of the Funds, or any portion thereof, and
any other remedies that may be available at law or equity.
ARTICLE XXVII
TERMINATION FOR CONVENIENCE
Notwithstanding Article XXVI hereof,the City may terminate this Agreement for convenience,as set
forth in 24 CFR Part 85.44. In the event of termination for convenience, MBCDC shall immediately
return any unused Funds(as of the date of termination)to the City. Notwithstanding the preceding,
the City reserves any and all legal rights and remedies it may have with regards to recapture of all or
any portion of the Funds as a result of incomplete and/or unsatisfactorily performed Project items.
ARTICLE XXVIII
ADDITIONAL CITY REMEDIES
In the event of a default and termination, the City shall also be entitled to bring any and all legal
and/or equitable actions which it deems to be in its best interest, in Miami-Dade County, Florida, in
order to enforce the City's rights and remedies against the defaulting party. The City shall be
entitled to recover all costs of such actions, including reasonable attorney's fees. To the extent
allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive
counterclaims against the City in any such action.
ARTICLE XXIX
MAINTENANCE AND RETENTION OF RECORDS
MBCDC shall maintain all records required pursuant to the HOME Program,at 24 CFR Part 92.508,
in an orderly fashion and in a readily accessible, permanent and secured location, and will prepare
and submit all reports required herein, to assist the City in meeting record keeping and reporting
requirements herein.
(a) Records shall be maintained for a period of five(5)years after the closeout of Funds
under this Agreement, except as provided in subsections (b), (c) and (d), herein.
(b) If any litigation, claim, negotiation, audit or other action has been started before the
regular expiration date, the records must be retained until completion of the action and
resolution of all issues which arise from it, or until the end of the regular period specified in
subsection (a), whichever is later.
131 CMB HOME revised 10/2011
(c) Records regarding Project requirements that apply for the duration of the Affordability
Period, as well as the written agreement and inspection and monitoring reports, must be
retained for five (5) years after the Affordability Period terminates.
(d) Records covering displacements and acquisition must be retained for at least five(5)
years after the date by which the persons displaced from the property and all persons whose
property is acquired for the Project, have received the final payment to which they are
entitled in accordance with 24 CFR Part 92.353.
ARTICLE XXX
LIMITATION OF LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action for money damages due to an alleged breach by the City of this
Agreement, so that its liability for any such breach never exceeds the sum of $10,000 less any
amounts actually distributed by the City to MBCDC. MBCDC hereby expresses its willingness to
enter into this Agreement with MBCDC's recovery from the City for any damage action for breach of
contract to be limited to a maximum amount of$10,000 less any amounts actually distributed by the
City to MBCDC. Accordingly, and notwithstanding any other term or condition of this Agreement,
MBCDC hereby agrees that the City shall not be liable to MBCDC for damages in an amount in
excess of$10,000, for any action or claim for breach of contract arising out of the performance or
non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in
this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation
placed upon the City's liability as set forth in Florida Statutes, Section 768.28.
ARTICLE XXXI
VENUE
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall be in Miami-Dade County, Florida.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Florida, both substantive and remedial,without regard to principles of conflict of laws. The exclusive
venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state
court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING
INTO THIS AGREEMENT, CITY AND MBCDC EXPRESSLY WAIVE ANY RIGHTS EITHER
PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT.
141 CMB HOME revised 10/2011
ARTICLE XXXII
[INTENTIONALLY OMITTED]
ARTICLE XXXIII
[INTENTIONALLY OMITTED]
ARTICLE XXXIV
NOTICES
All notices shall be sent to the parties at the following addresses:
City: Anna Parekh, Director
City of Miami Beach
Office of Real Estate, Housing, and Community Development
1700 Convention Center Drive
Miami Beach, FL 33139
MBCDC: Roberto Datorre, President
Miami Beach Community Development Corporation
945 Pennsylvania Avenue
Miami Beach, FL 33139
or such address and to the attention of such other person as the City or MBCDC may from time to
time designate by written notice to the other.
ARTICLE XXXV
MISCELLANEOUS
(a) Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
(b) In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached document, the terms in this Agreement shall rule.
(c) No waiver or breach of any provision of this Agreement shall constitute a waiver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
151 CMB HOME revised 10/2011
.I
(d) If any provision of this Agreement is held invalid, the remainder of this Agreement
shall not be affected thereby if such remainder would then continue to conform to the terms
and requirements of applicable law.
(e) City and MBCDC agree that this Agreement shall be binding upon the parties herein,
and their respective heirs, executors, legal representatives, successors, and assigns.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by
their duly authorized officials on the day and date first above indicated.
MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, INC.
a Florida not-for-profit corporation
ATTEST:
c e ry Signature
Roberto Datorre, President
Print Name Print Name and Title
CITY OF MIAMI BEACH
a Florida Municipal corporation
ATTEST:
3
City CI rk C ig ture
I� A,(- E. rl A-^4 Matti Herrera Bower, Mayor
Print Name �� B`c� Print Name and Title
Cy
INCORP ORATED
9CH 25 �� APPROVED AS TO
& LANGUAGE
& F RE TION
y rn . Date
161 CMB HOME revised 10/2011
EXHIBIT A
Scope of Services
I
171 CMB HOME revised 10/2011
EXHIBIT A
SCOPE OF SERVICES
LONDON HOUSE APARTMENTS PHASE II
MBCDC, through its wholly owned subsidiary MBCDC: the London, LLC, has
acquired title to an apartment building known as The London Apartments Phase II
("the Property") located at 1975 Washington Avenue, Miami Beach, Florida 33139.
MBCDC shall cause its subsidiary to rehabilitate the Property to convert a building
consisting of 42 efficiency apartments one, two and three bedrooms to
accommodate families that will be affordable to low income persons. The Funds
being made available through this HOME Program Agreement may be used to pay
CHDO eligible hard and soft construction related costs attributable to the
rehabilitation of the Property.
With regard to the rehabilitation of the Property MBCDC will provide supervision
of development plans, permitting, construction site supervision and
administrative oversight including, securing adequate financing and compliance
with all funding requirements.
EXHIBIT B
Project Line-Item Budget&
Project Pro Forma
181 CMB HOME revised 10/2011
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EXHIBIT C
Quarterly Project Status Report Form
19 CMB HOME revised 10/2011
� Quarterly Project Summary Office of Real Estate, Housing
&Community Development
Project Profile
Reporting Agency
Project
IDIS Activity #: EDEN Account#:
Grant Program ❑ CDBG 11 ❑ CDBG-R I ❑ HOME 10 NSP ❑ SHIP
Reporting Period ❑ October/12 ❑ November/12 I ❑ December/12 ❑ January/13
❑ February/13 ❑ March/13 ❑April/13 ❑ May/13
❑ June/13 ❑ July/13 1 ❑ August/13 ❑ September/13
Please provide a narrative summary for each service category, as applicable.
Acquisition (includes Environmental Review, Proformas, Closing Agreements,Applicable Clearances, etc.
Report Percentage of Completion as of This
Rehabilitation includes Permitting, Architectural Services, Construction, etc.
. . M.T.
Tenant Placement includes Eligibility Screening, Relocation Expenses, Move-In, etc.
repare y Signature Date
EXHIBIT D
Monitoring Summary
Administration/Financial Management
Includes organizational structure, Board of Directors, personnel records, maintenance of appropriate
insurances, written operational policies and procedures, maintenance of an adequate financial
management system, fiscal year audit report and findings, and maintenance of the City contract
documentation.
General Files Maintenance
Includes overall submission of required reports (both financial and narrative), documentation on
project staff as necessary, maintenance of correspondence with the City, and the maintenance of
original program application and amendments.
Procurement
Includes the maintenance of a written procurement policy/procedure, and actual sample of process
to determine issuance and publicizing of RFP, number of proposals received,evaluation criteria and
procedure, use of sealed bid process, and the actions taken to solicit proposals from
minority/women-owned businesses and local residents.
Contracts Management
Includes sampling of contracts to determine if all appropriate HUD required language/references are
included, such as Title VI and Title VIII of the Civil Rights Act, Americans with Disabilities Act,
Copeland Anti-Kickback Act, Davis-Bacon Act, etc. Also review of bid guarantee,
performance/payment bond requirements, and wage rate determination.
Programmatic Evaluation
Includes review of the internal evaluation plan for the achievement of project goals, maintenance of
necessary Environmental Review file, maintenance of Labor Standards records, maintenance of
Section 3 records, and EEO, Affirmative Action, Fair Housing plans/policies.
Acquisition and Relocation
If real property was acquired were proper URA guidelines followed and appropriate documentation
maintained.
20 CMB HOME revised 10/2011
I
Exhibit E
Certifications
21 CMB HOME revised 10/2011
CERTIFICATION REGARDING LOBBYING
Name of Recipient: CITY OF MIAMI BEACH
Name of Organization: MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION
Grant Program Name: HOME INVESTMENT PARTNERSHIP PROGRAM
Grant Year: FY 2012-2013
The undersigned certifies,to the best of his or her knowledge and belief,that:
I. 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 any employee of a Member of
Congress in connection with the awarding of any Federal contract,the making of any Federal grant,
the making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
2. 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 any 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
documents for all sub-awards at all tiers (including sub-contracts, sub-grants, and contracts under
grants, loans, and cooperative agreements) and that all individuals receiving sub-awards shall
certify and disclose accordingly.
MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION
Signature Date
Roberto Datorre
Print Name of Authorized Signatory Print Title of Authorized Signatory
Page I of 1
f
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
Name of Recipient: CITY OF MIAMI BEACH
Name of Organization: MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION
MBCDC
Grant Program Name: HOME INVESTMENT PARTNERSHIP PROGRAM
Grant Year: FY 2012-2013
The Provider shall insert in the space provided below the site(s) expected to be used for the performance
of work under the grant covered by the certification:
Place of Performance(include street address,city,county,state,zip code for each site):
MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION
el 13
Signature Date
Roberto Datorre
Print Name of Authorized Signatory Print Title of Authorized Signatory
Pane. 1 of I
ACKNOWLEDGEMENT OF DISABILITY NONDISCREM[ NATION AFFIDAVIT
CONTRACT REFERENCE HOME CONTRACT Fiscal Year 2012/2013
NAME OF ORGANIZATION: MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION
MBCDC
AUTHORIZED AGENT COMPLETING AFFIDAVIT Roberto Datorre
POSITION President,MBCDC PHONE NUMBER(305) 538-0090
I, Roberto Datorre_,being duly first sworn state:
That the above named form, corporation or organization is in compliance with and 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 limited
to, those provisions pertaining to employment, provision of programs and services, transportation,
communications,access to facilities,renovations,and new construction.
The Americans with Disabilities Act of 1990 (ADA): Pub. L. 101-336, 104 Stat 327, 42 U.S.C.
12101-12213 and 547 U.S.C. Sections 225 and 611 including Title I, Employment; Tittle II,
Public Services; Title III, Public Accommodations and Services Operated by Private Entities;
Title IV, Telecommunications;and Title V,Miscellaneous Provisions.
The Rehabilitation Act of 1973: 29 U.S.C. Section 794.
The Federal Transit Act,as amended: 49 U.S.C. Section 1612.
The Fair Housing Act as amended: 42 U.S.C. Section 3601-3631.
Signature �— Date
SUBSCRIBED AND SWORN TO(or affirmed)before me on by
(Date)
i . -Cb-D �o � � He/She is personally known to me or has
(Affiant)
presented as identification.
(Type of identification)
% A0 e .�n LA a e of Notary) (Serial Number)
ILQ AQ I Co
(Print or Stamp Na ) BRIGIDA BILLINI (Expiration ate)
'I i Notary Public State of Florida
Notary Public 'R My mm ssfogrW715Ag16
The City of Miami Beach will not award a contract to any firm, corporation or organization that fails to
complete and submit this Affidavit with the firm, corporation or organization's bid or proposal or fails to
have this Affidavit on file with the City of Miami Beach.
Page. I of I
— T
CERTIFICATION
Name of Recipient: CITY OF MIAMI BEACH
Name of Organization: MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION
(MBCDC)
Grant Program Name: HOME INVESTMENT PARTNERSHIP PROGRAM
Grant Year: FY 2012-2013
The undersigned certifies,to the best of his or her knowledge and belief,that:
1. All construction or rehabilitation plans and specifications for the project must be approved by the
City's departments of Planning, Public Works, Fire and Building, and by the City's divisions of
Community Development and Code Compliance.
2. If the project is located in the Miami Beach Architectural District, or affects a building listed or
eligible for listing on the National Register of Historic Places, all plans and specifications must be
approved by the State Historic Preservation Office (SHPO), in accordance with the Memorandum of
Understanding between the SHPO and the City.
3. The Sub-Recipient certifies that it intends to comply with efforts to identify, evaluate and
appropriately condition project activities to avoid, minimize or mitigate adverse project impacts to
any properties listed, or which satisfy the criteria of eligibility for listing (36 CFR 60.4), in the
National Register of Historic Places.
4. Name and telephone number of individual designated to fulfill these conditions (include street
address,city, county, state, zip code and area code):
I hereby acknowledge that I have read the specific requirements contained in this
Certification, and that eligibility of my organization's project depends upon compliance with the
requirements contained in this document.
Signature Date
Roberto Datorre
Print Name of Authorized Signatory Print Title of Authorized Signatory
Page I of I