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CDBG Agreement with FOOD FOR LIFE NETWORK, INC. $13,500
C9 013-C2 e;Z COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND FOOD FOR LIFE NETWORK, INC. This Agreement made and entered into this day of :74)10 r , 201,3 by and between the CITY OF MIAMI BEACH, a Florida municipal corporation having its prin ipal office at 1700 Convention Center Drive, Miami Beach, Florida, 33139, (hereinafter referred to' s "City"), and FOOD FOR LIFE NETWORK, INC., a not-for profit corporation having its principal office at 3510 Biscayne Boulevard, Suite 209, Miami, Florida, 33137(hereinafter referred to as "Provider"). WHEREAS, the City is an entitlement recipient of U.S. Department of Housing and Urban Development (HUD) grant programs, Community Development Block Grant (CDBG) funds, and HOME Investment funds (HOME), and the City expects to continue to receive entitlement funds from these grant programs to operate the City's housing and community development activities; and WHEREAS, each year, the City prepares a One-Year Action Plan detailing how it intends to allocate funds received from HUD to conduct eligible activities for the benefit of low and moderate-income Miami Beach residents; and WHEREAS, on May 8, 2013, the City's Community Development Advisory Committee (CDAC) approved the funding recommendation of the One-Year Action Plan for Fiscal Year (FY) 2013/2014 activities; and WHEREAS, in accordance with HUD regulations and the City's Citizen Participation Plan concerning the preparation of the One-Year Action Plan, the Administration held two (2) public meetings, receiving citizens'comments, and advertised a 30-day citizen comment period,from June 13, 2013, through July 12, 2013;and WHEREAS, on July 17, 2013, the City Commission approved Resolution No. 2013- 28932, approving the One-Year Action Plan for Federal Funds for FY 2013/2014, and providing CDBG funds, in the amount of $13,500, to Provider for Home Delivered Groceries and Meals for Persons Living with HIV/AIDS located at 3510 Biscayne Boulevard, Suite 209, Miami, Florida, 33137. NOW, THEREFORE, in consideration of the mutual benefits contained herein, the City and Provider agree as follows: Section 1. Agreement Documents: Agreement documents shall consist of this Agreement and the following four(4) Exhibits, all of which are attached and incorporated in this Agreement: • Exhibit A-Scope of Services. • Exhibit B- Documentation. • Exhibit C-Budget. • Exhibit D- Financial Management for CDBG Funded Activities Section 2. Statement of Work: The Provider agrees to implement the Program in accordance with Exhibits A and B, which Program is summarized as follows: Home Delivered Groceries and Meals for Persons Living with HIV/AIDS To provide five (5)weekly, home-delivered prepared meals to two (2) individuals and 16 nutritional Food Bank packages per month to three (3) income-eligible homebound persons living with HIV/AIDS in Miami Beach. Section 3. Agreement Amount: The City agrees to make available THIRTEEN THOUSAND FIVE HUNDRED ($13,500) for use by the Provider during the Term of the Agreement (hereinafter, the aforestated amount including, without limitation, any additional amounts 1 included thereto as a result of a subsequent amendment(s) to the Agreement, shall be referred to as the"Funds"). Section 4. Alterations: Any proposed changes in the Program including, without limitation, the Budget in Exhibit Il, shall first be submitted, reviewed, and approved, in writing, by the City Manager, which approval, if given at all, shall be at his sole reasonable judgment and discretion. Section 5. Method of Payment and Reporting Requirements: During the Term, Provider shall submit Monthly Program Progress Reports to the City on the 10th day of each month, respectively. As part of the report submitted in October, 2014 the Provider also agrees to include, a comprehensive final report covering the agreed-upon Program objectives, activities, and expenditures, and including, but not limited to, performance data on client feedback with respect to the goals and objectives outlined in Exhibit A. Exhibit B contains reporting forms to be used in fulfillment of this requirement. Other reporting requirements may be required by the City Manager in the event of Program changes; the need for additional information or documentation arises; and/or legislative amendments are enacted. Reports and/or requested documentation not received by the .. ue date shall be considered delinquent and may d q y be cause for default and termination of this Agreement, pursuant to Section 12 hereof. Section 6. Monitoring: At its discretion, the City may schedule at least one (1) annual on-site monitoring visit with the Provider to evaluate the progress of the Program, and/or to provide technical assistance. At the City's option, a desk top review of the activities may be conducted in lieu of an on-site visit. Section 7. Additional Conditions and Compensation: The parties acknowledge that the Funds originate from CDBG grant funds from HUD, and must be implemented in full compliance with all of HUD's rules and regulations. In the event of curtailment or non- production of said federal funds, the financial sources necessary to continue to pay the Provider all or any portions of the Funds will not be available. In that event, the City may terminate this Agreement, which termination shall be effective as of the date that it is determined by the City Manager, in his sole discretion and judgment, that the Funds are no longer available. In the event of such termination, the Provider agrees that it will not look to,. nor seek to hold the.City, nor any. individual member of the City Commission and/or City Administration, personally liable for the performance of this Agreement, and the City shall be released from any further liability to Provider under the terms of this Agreement. Section 8. Compliance with Local, State and Federal Regulations - The Provider agrees to comply with all applicable Federal regulations as they may apply to Program administration and to carry out each activity in compliance with the laws and regulations as described in 24 CFR 570 Subpart K, as same may be amended from time to time. Additionally, the Provider will comply with all State and local (City and County) laws and ordinances hereto applicable. It shall be the Provider's sole and absolute responsibility to continually familiarize itself with any and all such applicable Federal, State, County, and City regulations, laws, and/or ordinances. Section 9. Restrictions for Certain Resident Aliens - Certain newly legalized aliens, as described in 24 CFR Part 49, are not eligible to apply for benefits under covered activities funded by the CDBG Program. "Benefits" under this section means financial assistance, public services, jobs, and access to new or rehabilitated housing and other facilities made available under activities funded by the CDBG Program. "Benefits" do not include relocation services and payments to which displacees are entitled by law. 2 Section 10. Assignment/Subcontract: No part of this Agreement may be assigned 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 judgement. Section 11. Term: This Agreement shall commence on October 1, 2013, and terminate on September 30, 2014, (the Term), with the understanding that at, the end of the Term, the City Commission has the authority to reappropriate any remaining unused Funds. Section 12. Termination of Agreement: 12.1Termination for Convenience: This Agreement may be terminated by the City, for convenience and without cause, through its City Manager, upon 30 days prior written notice to Provider. In the event of such termination for convenience, the City shall cease any payments to Provider for costs resulting from obligations which were not approved before the effective date of termination. Provider shall be solely responsible for immediately returning any unused or unapproved Funds as of the date of termination, and shall also be solely responsible for submitting a final report, as provided in Section 5 hereof, (detailing all Program objectives, activities and expenditures up to the effective date of the termination). Said final report shall be due within five (5) working days following the effective date of termination. Upon timely receipt of Provider's final report, the City, at its sole discretion, shall determine the amount (if any) of any additional portion of the Funds to be returned to the City as a result of any unapproved or unused Funds, or incomplete Program items, and shall provide Provider with written notice of any monies due. Said additional monies shall be due and payable immediately upon receipt of such notice by Provider. Notwithstanding the preceding, the City reserves any and all legal rights and remedies it may have with regard to recapture of all or any portion of the Funds, or any assets acquired or improved in whole or in part with said Funds. 12.2Termination for Cause: Notwithstanding Subsection 12.1 above, the City may also terminate this Agreement for cause. "Cause" shall include, but not be limited to, the following: a. . Failure to comply and/or. perform, in. .accordance with the terms of this Agreement, or any Federal, State, County or City law, or regulation. b. Submitting reports to the City which are late, incorrect, or incomplete in any material respect. c. Implementation of this Agreement, for any reason, is rendered impossible or infeasible. d. Failure to respond in writing to any concerns raised by the City, including substantiating documents when required/requested by the City. e. Any evidence of fraud, mismanagement, and/or waste, as determined by the City's monitoring and applicable HUD rules and regulations. The City shall notify the Provider in writing when the Provider has been placed in default. Such notification shall include: (i) actions taken by or to be taken by the City, such as withholding of payments; (ii)actions to be taken by the Provider as a condition precedent to curing the default; and (iii) a reasonable cure period, which shall be no less than thirty (30) days from notification date. In the event the Provider fails to cure such default within the aforestated cure period, this Agreement shall be considered terminated for cause, without requiring further notice to Provider, and Provider shall be solely responsible for repayment to the City of all or any portion of the Funds disbursed to Provider, as deemed required by the City, in its sole and reasonable discretion. Said monies shall be immediately due and payable by Provider. Notwithstanding the preceding, the City 3 reserves any and all legal rights and remedies it may have with regard to recapture of all or any portion of the Funds, or any assets acquired or improved in whole or in part with said Funds. 12.3Termination for Lack of Funds: In the event of curtailment of, or regulatory constraints placed on the Funds by HUD, this Agreement will terminate, effective as of the time that it is determined by the City Manager that such Funds are no longer available. Costs of the Provider incurred after termination are not allowable unless expressly authorized in writing by the City Manager (whether in the notice of termination or subsequent thereto), and, in that case, may only be allowable if, in the sole discretion of the City Manager: a. The costs resulted from obligations which were properly incurred before the effective date of termination, were not in anticipation of it, and are noncancelable; and b. The costs would be allowable if the Agreement expired normally at the end of its Term. Section 13. - Equal Employment Opportunities: The Provider shall comply with equal employment opportunities as stated in Executive Order 11246, entitled "Equal Employment Opportunity" as amended Executive Order 11375, and as supplemented in Department of Labor regulations. Section 14. Program Income: Any "Program Income" (as such term is defined under applicable Federal regulations) gained from any activity of the Provider funded by CDBG funds shall be reported to the City and utilized by the Provider in the operation of the Program. Section 15. Religious Organization or Owned Property: CDBG funds may be used by religious organizations or on property owned by religious organizations only with prior written approval from the City Manager, and only in accordance with requirements set in 24 CFR §570.2000). The Provider shall comply with First Amendment Church/State principles, as follows: a. It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit.employment or give preference in employment to persons on the basis of religion. b. It will not discriminate against any person applying for public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion. c. It will retain its independence from Federal, State, and local governments, and may continue to carry out its mission, including the definition, practice, and expression of its religious beliefs, provided that it does not use direct CDBG funds to support any inherently religious activities, such as worship, religious instruction, or proselytizing. d. The Funds shall not be used for the acquisition, construction, or rehabilitation of structures to the extent that those structures are used for inherently religious activities. Where a structure is used for both eligible and inherently religious activities, CDBG funds may not exceed the cost of those portions of the acquisition, construction, or rehabilitation that are attributable to eligible activities in accordance with the cost accounting requirements applicable to CDBG funds in this part. Sanctuaries, chapels, or other rooms that a CDBG-funded religious congregation uses as its principal place of worship, however, are ineligible for CDBG-funded improvements. Section 16. Reversion of Assets: In the event of a termination of this Agreement, or upon expiration of the Agreement, and in addition to any and all other remedies available to the City (whether under this Agreement, or at law or in equity), the Provider shall 4 immediately transfer to the City any Funds on hand at the time of termination (or expiration) and any accounts receivable attributable to the use of the Funds. The City's receipt of any Funds on hand at the time of termination, shall not waive the City's right (nor excuse Provider's obligation) to recoup all or any portion of the Funds, as the City may deem necessary. Any real property under the Provider's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Provider in the form of a loan)in excess of$25,000 must either: a. Be used to meet one of the national objectives in 24 CFR 570.208(formerly section 570.901) until five years after expiration of the term of this Agreement, or for such longer period of time as determined to be appropriate by the City and as memorialized by the City and Provider in an amendment to this Agreement or such instrument as the City, at its discretion, determines appropriate; or b. If not used in accordance with the above subsection (a), the Provider shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. Section 17. Conformity to HUD regulations: The Provider agrees to abide by guidelines set forth by HUD for the administration and implementation of the CDBG Program, including applicable Uniform Administrative Requirements set forth in 24 CFR 570.502, and applicable federal laws and regulations in 24 CFR 570.600, et seq. In this regard, the Provider agrees that duly authorized representatives of HUD shall have access to any books, documents, papers and records of the Provider that are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts and transcriptions. The Provider shall comply with the requirements and standards of OMB Circular No. A- 122, "Cost Principles for Non-profit Organizations", or OMB Circular No. A-21, "Cost Principles for Educational Institutions"as applicable. The Provider shall comply with the following provisions of the Uniform Administrative requirements of OMB Circular A-110 (implemented at 24 CFR Part 84, "Uniform Administrative Requirements for Grants and Agreements With Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations")or the related CDBG provision, as specified in this section: a. Subpart A-"General"; b. Subpart B - "Pre-Award Requirements", except for 84.12, "Forms for Applying for Federal Assistance"; c. Subpart C-"Post-Award Requirements", except for: (1) Section 84.22, "Payment Requirements"-Grantees shall follow the standards of 85.20(b)(7)and 85.21 in making payments to sub-recipients; (2) Section 84.23, "Cost Sharing and Matching"; (3) Section 84.24, "Program Income"- In lieu of 84.24, CDBG sub-recipients shall follow 570.504; (4) Section 84.25, "Revision of Budget and Program Plans"; (5) Section 84.32, "Real Property" - In lieu of 84.32, CDBG sub-recipients shall . follow 570.505;- 5 (6) Section 84.34(g), "Equipment" - In lieu of the disposition provisions of 84.34(g), the following applies: a. In all cases in which equipment is sold, the proceeds shall be program income (pro-rated to reflect the extent to which CDBG funds were used to acquire the equipment); and b. Equipment not needed by the sub-recipient for CDBG activities shall be transferred to the recipient for the CDBG program or shall be retained after compensating the recipient; (7) Section 84.51(b), (c), (d), (e), (f), (g), and (h), "Monitoring and Reporting Program Performance"; (8) Section 84.52, "Financial Reporting"; (9) Section 84.53(b), "Retention and access requirements for records". Section 84.53(b)applies with the following exceptions: a. The retention period referenced in 84.53(b) pertaining to individual CDBG activities shall be four years; and b. The retention period starts from the date of submission of the annual performance and evaluation report, as prescribed in 24 CFR 91.520, in which the specific activity is reported on for the final time rather than from the date of submission of the final expenditure report for the award; (10)Section 84.61, 'Termination"- In lieu of the provisions of 84.61, CDBG subrecipients shall comply with 570.503(b)(7); and d. Subpart D - "After-the-Award Requirements" - except for 84.71, "Closeout Procedures". Section 18. Sponsorships: The Provider agrees that all notices, informational pamphlets, press releases, advertisements, descriptions of the sponsorship of the Program, research reports, and similar public notices prepared and released by the Provider for, on behalf of,.and/or about the Program, shall include the statement: "FUNDED BY THE CITY OF MIAMI BEACH COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM" In written materials, the words "CITY OF MIAMI BEACH COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS ADMINISTERED BY THE CITY OF MIAMI BEACH OFFICE OF REAL ESTATE HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT" shall appear in the same size letters or type as the name of the Provider. Section 19. Examination of Records: The Provider shall maintain sufficient records in accordance with 24 CFR 570.502 and 570.506 to determine compliance with the requirements of this Agreement, the CDBG Program, and all other applicable laws and regulations. This documentation shall include, but not be limited to, the following: a. 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 provided directly or indirectly by this 6 Agreement, including matching funds and Program Income. These records shall be maintained to the extent of such detail as will properly reflect all net costs, direct and indirect labor, materials, equipment, supplies and services, and other costs and expenses of whatever nature for which reimbursement is claimed under the provisions of this Agreement. b. Time sheets for split-funded employees, which work on more than one activity, in order to record the CDBG activity delivery cost by Program and the non-CDBG related charges. c. How the Statutory National Objective(s) as defined in 24 CFR 570.208 and the eligibility requirement(s) under which funding has been received, have been met. These also include special requirements such as necessary and appropriate determinations as defined in 24 CFR 570.209, income certifications, and written Agreements with beneficiaries, where applicable. The Provider is responsible, for maintaining and storing all records pertinent to this Agreement in an orderly fashion in a readily accessible, permanent and secured location for a period of four (4) years after expiration of this Agreement, with the following exception: if any litigation, claim or audit is started before the expiration date of the four (4) year period, the records will be maintained until all litigation, claims or audit findings involving these records are resolved. The City shall be informed in writing after closeout of this Agreement, of the address where the records are to be kept. Section 20. Audits and Inspections: At any time during normal business hours, and as often as the City(and/or its representatives) may deem necessary, the Provider shall make available all records, documentation, and any other data relating to all matters covered by the Agreement,for review, inspection or audit. Audits shall be conducted annually and shall be submitted to the City 180 days after the end of the Provider's fiscal year. The Provider shall comply with the requirements and standards of OMB A-133, Audits of Institutions of High Education and Other Non-Profit Institutions" (as set forth in 24 CFR Part 45), or OMB Circular A-128, "Audits of State and Local Governments" (as set forth in 24 CFR Part 44), as applicable. If this Agreement is closed-out prior to the receipt of an audit report, the City reserves the right to recover any disallowed costs identified in an audit after such closeout. Section 21. Indemnification/Insurance Requirements: The Provider shall indemnify and hold harmless the City, and its officers, employees, contractors and agents, from any and all claims, liability, losses and causes of action which may arise out of any act, error, omission, negligence or misconduct on the part of the Provider, or any of its officers, employees, contractors, agents, patrons, guests, clients, licensees, invitees, or any persons acting under the direction, control, or supervision of Provider pursuant to this Agreement'and/or the Program. The Provider shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all suits in the name of the City, and shall pay all costs (including attorney's fees) and judgments which may issue thereon. This Indemnification shall survive the termination and/or expiration of this Agreement. The Provider shall not commence any work and/or services pursuant to this Agreement until all insurance required under this Section has been obtained and the City's Risk Manager has approved such insurance. In the event evidence of such insurance is not forwarded to the City's Risk Manager within thirty (30) days after the commencement date of the Term, this Agreement shall automatically terminate and become null and void, and the City shall have no obligation under the terms and conditions hereof. 7 The Provider shall maintain and carry in full force during the Term of this Agreement, and/or throughout the duration of the Program contemplated herein, whichever is longer, the following insurance: a. General Liability Policy with coverage for Bodily Injury and Property Damage, in the amount of $1,000,000 single limit, subject to adjustment for inflation. The policy must include coverage for contractual liability to cover the above indemnification. b. Worker's Compensation and Employers Liability, as required pursuant to Florida Statutes. c. Automobile and vehicle coverage shall be required when the use of automobiles and other vehicles are involved in any way in the performance of the Agreement. Limits for such coverage shall be in the amount of$500,000, subject to adjustment for inflation. The City of Miami Beach shall be named as an additional insured under all such insurance contracts. Thirty- (30) day written notice of cancellation or substantial modification of the insurance coverage must be given to the City's Risk Manager by the Provider and its insurance company. The insurance must be furnished by insurance companies authorized to do business in the State of.Florida, and approved by the City's Risk Manager. The companies must be rated no less than "B+" as to management, and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk Manager. Original Certificates of Insurance for the above coverage must be submitted to the City's Risk Manager for approval prior to any work commencing. These certificates will be kept on file in the Office of the Risk Manager, Third Floor City Hall. The City shall have the right to obtain from the Provider specimen copies of the insurance policies, in the event that submitted Certificates of Insurance are inadequate to ascertain compliance with required coverage. Compliance with the foregoing requirements shall not relieve the Provider of its obligation to indemnify and hold the City harmless, as required in this section. Section 22. Conflict of Interest: The Provider covenants that no person under its employ who . .presently exercises. any functions or responsibilities in connection with community development funded activities has any personal financial interests, direct or indirect, in this Agreement. The Provider covenants that in the performance of this Agreement, no person having such conflicting interest shall be employed. The Provider covenants that it will comply with all provisions of 24 CFR 570.611 "Conflict of Interest", and the, State, County and City of Miami Beach statutes, regulations, ordinances or resolutions governing conflicts of interest. The Provider shall disclose, in writing, to the City any possible conflicting interest or apparent impropriety that is covered by the above provisions. This disclosure shall occur immediately upon knowledge of such possible conflict. The City will then render an opinion, which shall be binding on both parties. Section 23. Venue: 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 PROVIDER 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. 8 Section 24. Notices: All notices required under this Agreement shall be sent to the parties at the following address: City: Maria L. Ruiz, Interim Director Office of Housing and Community Development City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Provider: Richard J. Siclari, Jr., Executive Director Food for Life Network, Inc. 3510 Biscayne Boulevard, Suite 209 Miami, FL 33137 Section 25. Limitation of Liability: The City desires to enter into this Agreement only if in so doing the City can place a limit on 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. Provider hereby expresses its willingness to enter into this Agreement with Provider's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$10,000. Accordingly, Provider hereby agrees that the City shall not be liable to Provider for damages in an amount in excess of $10,000, for any action or claim for breach of contract arising out of the performance or nonperformance of any obligations imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Florida Statutes, Section 768.28. Section 26. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns. .[SIGNATURES TO FOLLOW] 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officials on the day and date first above indicated. FOOD FOR LIFE NETWORK, INC. a Florida not-for-profit corporation ATTEST: 60MTS AND P906/6*Us President ig t e U� � b�5 �`'"` A`� >( Richard J. Sicl ri Jr. Executi ,e Director Print Name Print Name an Tie CITY OF MIAMI BEACH a Florida Municipal corporation ATTEST: City CL4rk a E-W-Tj C�- C a e Vir)4L Print Name Pri Name APPROVED AS TO RA TED. •. _ FORK! & LANGUAGE ;ray °•��� &FOR EXECUTION TM ;grn4ey DatA F:IRHCDI$ALLIHSG-CDICDBGICDBG 2013 2014 Public ServicesTood For Life FY 1314.docx10 10 EXHIBIT "A" "SCOPE OF SERVICES" The Sub-Recipient agrees to provide the following: Service Units of Service Provision of home delivered groceries and/or 5 Households meals to low to moderate income home bound MB residents living with HIV/AIDS. Related Definitions: Davis-Bacon Act Compliance — The Davis-Bacon Act applies to contractors and subcontractors performing on federally funded or assisted contracts in excess of $2,000 for the construction, alteration, or repair (including painting and decorating) of public buildings or public works. Davis-Bacon Act and Related Act contractors and subcontractors must pay their laborers and mechanics employed under the contract no less than the locally prevailing wages and fringe benefits for corresponding work on similar projects in the area. The Davis-Bacon Act directs the Department of Labor to determine such locally prevailing wage rates. Affordable housing rehabilitation projects of eight (8) or more units using CDBG funds must ensure Davis-Bacon Act compliance. Affordable housing rehabilitation projects of 12 or more units using HOME funds must ensure Davis-Bacon Act compliance. Environmental Review — Projects must have an Environmental Review unless they meet criteria specified in HUD regulations that would exempt or exclude them from Request for Release of Funds (RROF) and environmental certification requirements (24 CFR sections 58.1, 58.22, 58.34, 58.35 and 570.604). Evidence of Procurement—All expenses incurred with grant funds require evidence of procurement according to this Agreement. Please carefully read the Agreement and related HUD rules to ensure compliance. Monthly Progress Report — The Sub-Recipient is required to submit a monthly project progress report by the10th of the following month. The report must be signed by the person who prepared the report as well as the agency's authorizing party. The report summarizes the progress made, expenses incurred and deliverables completed. This report must be completed regardless of whether or not funds are requested. Monthly Financial Report — The Sub-Recipient is required to submit a monthly financial report by the 10th of the following month regardless of whether or not funds are requested. The report delineates project expenses incurred including non-City funds. 1 Monthly Proformas — All Capital projects with multiple (more than one) funding sources require the submission of monthly proformas to the City. Professional Services Contracts — Professional services funded through this Agreement must adhere to procurement guidelines as appropriate and have executed written agreements between the Sub-Recipient and the respective Vendor. Contracts must, at a minimum, specify the cost, timeline and scope of service. A copy of all professional service contracts must be submitted to the City prior to reimbursement request. Proof of Insurance — Evidence of appropriate and required insurance must be submitted prior to contract execution. No City funds will be dispersed prior to submission of required insurance coverage. Retainage — All capital projects are subject to the withholding of 10 percent of appropriate expenses in the form of a retainage. All retained funds will be released when the project fulfills its National Objective. Section 3 Compliance — Any Agreement greater than $200,000 that involves rehabilitation, housing construction, or other public construction, requires that Sub- Recipient to complete and submit to the City Form HUD 60002, Section 3 Summary Report, Economic Opportunities for Low- and Very-Low Income Persons (OMB No. 2529-0043). Service Deliverables Services must be delivered as follows: Service Un'it of Service Service Location Timeframe Provision of home 5 Scattered sites in 10/l/13-9/30/14 delivered groceries Miami Beach and/or meals to low to moderate income home bound MB residents living with HIV/AIDS. Service Benchmarks Service Benchmark(s) Provision of home delivered groceries and/or Number of meals delivered. meals to low to moderate income home bound MB residents living with HIV/AIDS. 2 Service Documentation Services will be deemed as provided when the following documentation is provided within the noted timeframes: Service Documentation Provision of home delivered groceries 1. Completed and executed client and/or meals to low to moderate income intake form home bound MB residents living with 2. Income verification form HIV/AIDS. 3. Delivery verification form Applicable Federal Regulations The Sub-Recipient must apply to all applicable federal regulations including: I. Non-Discrimination and Equal Access No person in the United States shall on the grounds of race, color, national origin, religion or sex be excluded, denied benefits or subjected to discrimination under any program funded in whole or in part by CDBG funds. The Provider must take measures to ensure non-discriminatory treatment, outreach and access to program resources. This applies to employment and contracting, as well as to marketing and selection of program participants. Fair Housing and Equal Opportunity The Provider must comply with all the following Federal laws, executive orders and regulations pertaining to fair housing and equal opportunity. They are summarized below: Title VI of the Civil Rights Act of 1964, As Amended (42 USC 2000d et seg.): 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. The regulations implementing the Title VI Civil Rights Act provisions for HUD programs may be P 9 found in 24 CFR Part 1. The Fair Housing Act 42 USC 3601-3620): Prohibits discrimination in the sale or rental of housing, the financing of housing or the provision of brokerage services against any person on the basis of race, color, religion, sex, national origin, handicap of familial status. Fair Housing Act implementing regulations may be found in 24 CFR Part 100-115. Equal Opportunity in Housing (Executive Order 11063, as amended by Executive Order 12259): Prohibits discrimination against individuals on the basis of race, color, religion, sex or national origin in the sale, rental, leasing or other disposition of residential property, or in the use or occupancy of housing assisted with Federal funds. Equal Opportunity in Housing regulations may be found in 24 CFR Part 107. 3 1 Age Discrimination Act of 1975, As Amended (42 USC 6101): Prohibits age discrimination in programs receiving Federal financial assistance. Age Discrimination Act regulations may be found in 24 CFR Part 146. Section 109 of Title I of the Housing and Community Development Act of 1974: Requires that no person shall be excluded from participation in, denied the benefits of, or be subjected to discrimination under any program or activity funded with CDBG funds on the basis of race, color, religion, national origin or sex. Affirmative Marketing The Provider must adopt affirmative marketing procedures and requirements for all CDBG-assisted housing with five or more units. Requirements and procedures must include: 1. Methods for informing the public, owners and potential tenants about fair housing laws and the Provider's policies (for example: use of the Fair Housing logo or equal opportunity language); 2. A description of what owners and/or the Provider will do to affirmatively market housing assisted with CDBG funds; 3. A description of what owners and/or the Provider will do to inform persons not likely to apply for housing without special outreach; 4. Maintenance of records to document actions taken to affirmatively market CDBG-assisted units and to assess marketing effectiveness; and 5. A description of how efforts will be assessed and what corrective actions will be taken where requirements are not met. Handicapped Accessibility The CDBG regulations also require adherence to the three following regulations governing the accessibility of Federally assisted buildings, facilities and programs. Americans with Disabilities Act (42 USC 12131; 47 USC 155, 201, 218 and 225): Provides comprehensive civil rights to individuals with disabilities in the areas of employment, public accommodations, state and local government services and telecommunications. The Act, also referred to as the ADA, also states that discrimination includes the failure to design and construct facilities (built for first occupancy after January 26, 1993) that are accessible to and usable by persons with disabilities. The ADA also requires the removal of architectural and communication barriers that are structural in nature in existing facilities. Removal must be readily achievable, easily accomplishable and able to be carried out without much difficulty or expense. Fair Housing Act: Multi-family dwellings must also meet the design and construction requirements at 24 CFR 100.205, which implement the Fair Housing Act (42 USC 3601-19) Section 504: Section 504 of the Rehabilitation Act of 1973 prohibits discrimination in federally assisted programs on the basis of handicap. Section 4 1 504 imposes requirements to ensure that "qualified individuals with handicaps" have access to programs and activities that receive Federal funds. Under Section 504, recipients and Sub-Recipients are not required to take actions that create unique financial and administrative burdens or after the fundamental nature of the program. For any Provider principally involved in housing or social services, all of the activities of the agency -- not only those directly receiving Federal assistance -- are covered under Section 504. Contractors or vendors are subject to Section 504 requirements only in the work they do on behalf of the Provider or the City. The ultimate beneficiary of the Federal assistance is not subject to Section 504 requirements. The Architectural Barriers Act of 1968 (42 USC 4151-4157): Requires certain Federal and Federally-funded buildings and other facilities to be designed, constructed or altered in accordance with standards that ensure accessibility to, and use by, physically handicapped people. II. Employment and Contracting The Provider must comply with the regulations below governing employment and contracting opportunities. These concern equal opportunity, labor requirements and contracting/procurement procedures. Equal Opportunity The Provider must comply with the following regulations that ensure equal opportunity for employment and contracting: Equal Employment Opportunity, Executive Order 11246, as amended: Prohibits discrimination against any employee or applicant for employment because of race, color, religion, sex or national origin. Provisions to effectuate this prohibition must be included in all construction contracts exceeding $10,000. Implementing regulations may be found at 41 CFR Part 60. Section 3 of the Housing and Urban Development Act of 1968: Requires that, to the greatest extent feasible, opportunities for training and employment arising from CDBG funds will be provided to low-income persons residing in the program service area. Also, to the greatest extent feasible, contracts for work (all types) to be performed in connection with CDBG will be awarded to business concerns that are located in or owned by persons residing in the program service area. Minority/Women's Business Enterprise: Under Executive Orders 11625, 12432 and 12138, the City and the Provider must prescribe procedures acceptable to HUD for a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, in all contracts (see 24 CFR 85.36(e)). Labor Requirements The Provider must comply with certain regulations on wage and labor standards. In the case of Davis-Bacon and the Contract Work Hours and Safety Standards Acts, every contract for construction (in the case of residential construction, projects with eight or more units) triggers the requirements. 5 Davis-Bacon and Related Acts (40 USC 276(A)-7): Ensures that mechanics and laborers employed in construction work under Federally-assisted contracts are paid wages and fringe benefits equal to those that prevail in the locality where the work is performed. This act also provides for the withholding of funds to ensure compliance, and excludes from the wage requirements apprentices enrolled in bona fide apprenticeship programs. Contract Work Hours and Safety Standards Act, as amended (40 USC 327-333): Provides that mechanics and laborers employed on Federally-assisted construction jobs are paid time and one-half for work in excess of 40 hours per week, and provides for the payment of liquidated damages where violations occur. This act also addresses safe and healthy working conditions. Copeland (Anti-Kickback) Act (40 USC 276c): Governs the deductions from paychecks that are allowable. Makes it a criminal offense to induce anyone employed on a Federally assisted project to relinquish any compensation to which he/she is entitled, and requires all contractors to submit weekly payrolls and statements of compliance. Fair Labor Standards Act of 1938, As Amended (29 USC 201, et. seq.): Establishes the basic minimum wage for all work and requires the payment of overtime at the rate of at least time and one-half. It also requires the payment of wages for the entire time that an employee is required or permitted to work, and establishes child labor standards. Contracting and Procurement Practices The CDBG program is subject to certain Federal procurement rules. In addition, the City and the Provider must take measures to avoid hiring debarred or suspended contractors or Sub-Recipients and conflict-of-interest situations. Each is briefly discussed below. Procurement: For the City, the procurement standards of 24 CFR 85.36 apply. For non-profit organizations receiving CDBG funds, the procurement requirements at 24 CFR Part 84 apply. Conflict of Interest: The CDBG regulations require grantees (the City), state recipients and Sub-Recipients (the Provider) to comply with two different sets of conflict-of-interest provisions. The first set of provisions comes from 24 CFR Parts 84 and 85. The second, which applies only in cases not covered by 24 CFR Parts 84 and 85, is set forth in the CDBG regulations. Both sets of requirements are discussed below. The provisions at 24 CFR 85.36 and 24 CFR 84.42 apply in the procurement of property and services by grantees (the City), state recipients, and Sub-Recipients (the Provider). These regulations require the City and the Provider to maintain written standards governing the performance of their employees engaged in awarding and administering contracts. At a minimum, these standards must: 6 Require that no employee, officer, agent of the City or the Provider shall participate in the selection, award or administration of a contract supported by CDBG if a conflict-of-interest, either real or apparent, would be involved; Require that employees, officers and agents of the City or the Provider not accept gratuities, favors or anything of monetary value from contractors, potential contractors or parties to Sub-Agreements; and Stipulate provisions for penalties, sanctions or other disciplinary actions for violations of standards. A conflict would arise when any of the following has a financial or other interest in a firm selected for an award: - An employee, agent or officer of the City or the Provider; - Any member of an employee's, agent's or officer's immediate family; - An employee's, agent's or officer's partner; or - An organization that employs or is about to employ an employee, agent or officer of the City or the Provider. - The CDBG regulations at 24 CFR 570.611 governing conflict-of-interest apply in cases not covered by 24 CFR 85.36 and 24 CFR 84.42. These provisions cover employees, agents, consultants, officers and elected or appointed officials of the grantee (the City), state recipient or subrecipient (the Provider). The regulations state that no person covered who exercises or has exercised any functions or responsibilities with respect to CDBG activities or who is in a position to participate in decisions or gain inside information: May obtain a financial interest or benefit from a CDBG activity; or Have an interest in any contract, subcontract or agreement for themselves or for persons with business or family ties. This requirement applies to covered persons during their tenure and for one year after leaving the grantee (the City), the state recipient or Sub-Recipient (the Provider) entity. Upon written request, exceptions to both sets of provisions may be granted by HUD on a case-by-case only after the City has: Disclosed the full nature of the conflict and submitted proof that the disclosure has been made public; and - Provided. a legal opinion from the City stating that there would be no violation of state or local law if the exception were granted. Debarred contractors: In accordance with 24 CFR Part 5, CDBG funds may not be used to directly or indirectly employ, award contracts to or otherwise engage the services of any contractor or Sub-Recipient during any period of debarment, suspension or placement of ineligibility status. The City should check all contractors, subcontractors, lower-tier contractors or Sub-Recipients against the Federal publication that lists debarred, suspended and ineligible contractors. 7 III. Environmental Requirements The City is responsible for meeting a number of environmental requirements, including environmental reviews, flood insurance, and site and neighborhood standards. Environmental Review The City is responsible for undertaking environmental reviews in accordance with the requirements imposed on "recipients" in 24 CFR 58. Reviews must be completed, and Requests for Release of Funds (RROF) submitted to HUD before CDBG funds are committed for non-exempt activities. Private citizens and organizations may object to the release of funds for CDBG projects on certain procedural grounds relating to environmental review (see 24 CFR 58.70 - 58.77). To avoid challenges, grantees (the City) and Sub-Recipients (the Provider) should be diligent about meeting procedural requirements. Flood Insurance Section 202 of the Flood Disaster Protection Act of 1973 (42 USC 4106): Requires that CDBG funds shall not be provided to an area that has been identified by the Federal Emergency Management Agency (FEMA) as having special flood hazard, unless: The community is participating in the National Flood Insurance Program, or it has been less than a year since the community was designated as having special flood hazards; and Flood insurance is obtained. IV. Lead-based Paint On September 15, 1999, the "Requirements for Notification, Evaluation and Reduction of Lead-Based Paint Hazards in Federally Owned Residential Property and Housing Receiving Federal Assistance; Final Rule" was published within title 24 of the Code of Federal Regulations as part 35 (24 CFR 35). The regulation was issued under sections 1012 and 1013 of the Residential Lead-Based Paint Hazard Reduction Act of 1992, which is Title X (ten) of the Housing and Community Development Act of 1992. Sections 1012 and 1013 of Title X amended the Lead- Based Paint Poisoning Prevention Act of 1971, which is the basic law covering lead- based paint in federally associated housing. The regulation sets hazard reduction requirements that give much greater emphasis to reducing lead in house dust. Scientific research has found that exposure to lead in dust is the most common way young children become lead poisoned. Therefore, the new regulation requires dust testing after paint is disturbed to make sure the home is lead-safe. Specific requirements depend on whether the housing is being disposed of or assisted by the federal government, and also on the type and amount of financial assistance, the age of the structure, and whether the dwelling is rental or owner occupied. On April 22, 2008, the EPA issued a rule requiring the use of lead-safe practices and other actions aimed at preventing lead poisoning to protect against the hazards created by exposure to lead dust in existing structures built prior to 1978. Under the 8 rule, all contractors performing renovation, repair and painting projects that disturb lead-based paint in homes, child care facilities, and schools built before 1978 must be certified and follow specific work practices to prevent lead contamination. This rule (40 CFR Part 745) is enforced as of April 22, 2010. The rule must be executed by all sub-contractors. Property Exempt from Lead-based paint regulation: • Housing built since January 1, 1978, when lead paint was banned for residential use; • Housing exclusively for the elderly or people with disabilities, unless a child under age 6 is expected to reside there; • Zero-bedroom dwellings, including efficiency apartments, single-room occupancy housing, dormitories or military barracks; Property that has been found to be free of lead-based paint by a certified lead-based paint inspector; • Property where all lead-based paint has been removed; • Unoccupied housing that will remain vacant until demolished; • Non-Residential property; and ® Any rehabilitation or housing improvement that does not disturb a painted surface. Types of housing subject to 24 CFR 35: YP 9 J Federally-Owned housing being sold; • Housing receiving a federal subsidy that is associated with the property, rather than with the occupants (project-based assistance); • Public housing; Housing occupied by a family (with a child) receiving tenant-based subsidy (such as a voucher or certificate); • Multifamily housing for which mortgage insurance is being sought; and Housing receiving federal assistance for rehabilitation, reducing homelessness, and other special needs. If you want copies of the regulation or have general questions, you can call the National Lead Information Center at (800) 424-LEAD, or TDD (800) 526-5456 for the hearing impaired. You can also download the regulation and other educational materials at http://www.hud.gov/offices/lead/index.cfm. For further information, you may call HUD at (202) 755-1785, ext. 104, or e-mail HUD at lead regulations(a)-hud.cov. V. Displacement, Relocation, Acquisition and Replacement of Housing CDBG projects involving acquisition, rehabilitation or demolition may be subject to the provisions of the Uniform Relocation Act (LIDA). Demolition or conversion of units with CDBG funds may trigger section 104 (d) (also known as the "Barney Frank Amendment" requirements.) 9 VI. Compliance with National Objective The Provider will ensure and maintain evidence that activities assisted with CDBG funds from the City of Miami Beach comply with the primary National Objective, "Benefit to Low and Moderate Income Persons" and will provide services or activities that benefit at least 51% low and moderate income persons. A low or moderate- income household is defined as: a household having an income equal to or less than the limits cited below. Individuals who are unrelated but are sharing the same household shall each be considered as one-person households. Low and Moderate Household Income Limits (Effective 05/14/2010) (Source: U.S. Department of Housing & Urban Development) (Note: Low-Income (80% of Median Income), Very Low-Income (50 % of Median Income), Extremely Low (30% of Median Income) HUD Income Limits for FY 2013 $13,750 $15,700 $17,650 $19,600 $21,200 $22,750 $24,350 $25,900 $22,900 $26,200 $29,450 $32,700 $35,350 $37,950 $40,550 $43,200 •�' , $27,480 $31, 440 $35,340 $39,240 $42,420 $45,540 $48,660 $51,840 • $36,650 $41,850 $47,100 $52,300 $56,500 $60,700 $64,900 $69,050 10 Change Orders/Budget Amendments The goal should be to limit the use of Change Orders or Budget Amendments. Change Orders and Budget Amendments require prior written approval by the City Manager. To request a Change Order or Budget Amendment, a written request for changes must be submitted to your Grant Monitor delineating the changes and providing a detailed justification for making the request. Approvals of any changes are at the sole discretion of the City Manager. No budget amendment will be processed after June 30, 2014 for Public Service Projects. No budget amendment will be processed for Capital Projects Budgets after eighty (80) percent of the available funds have been drawn. Budget amendments or Change Orders that deviate from the original scope will be rejected and the funds in question may be subject to recapture at the sole discretion of the City Manager. Compliance with Local Rules, Regulations, Ordinances and Laws The Sub-Recipient must remain incompliance with all local rules, regulations, ordinances and laws (including having an active business license) in addition to those specified in the body of the Agreement. In addition, the Sub-Recipient must not owe any monies to the City at the time of Agreement execution or final release of grant funds. The City will verify with the Finance Department to ensure that no monies are due the City prior to Agreement execution. Employee/ Contractor File Review The following documentation must be included in the Sub-Recipient's employee/contractor file for those employees/contractors providing services under this contract. The following must be included in the employee files: • Employment Application • Evidence of degree/credentials • Job Description Signed by Employee • Evidence of Required Experience • Florida Background Criminal Screening, if applicable • National FBI Background Criminal Screening (Level 2), if applicable • Affidavit of Good Moral Character, if applicable • Proof of Knowledge of Policies & Procedures, if applicable 11 • 1-9 Verification on File The City reserves the right to inspect those employee/contractor files whose salaries are funded in part or in whole by its funds. Evaluation In its continuing effort to ensure contract compliance and performance, the City will evaluate the Sub-Recipient in its fulfillment of the terms of this agreement including, but not limited to, the following measures: • Agreement compliance • Leverage and fiscal soundness • Accuracy and timeliness of Monthly Progress Reports • Accuracy and timeliness of Monthly Financial Reports • Adherence to project timelines • Fulfillment of prescribed outcomes Fiscal Stability The Sub-Recipient is required to maintain fiscal stability throughout the terms of this Agreement. This is to ensure the Sub-Recipient's ability to fulfill the terms of this Agreement and meeting of the National Objective. For affordable housing developers, fiscal stability policies are encouraged in anticipation of additional HUD guidance regarding fiscal oversight for rental projects. More so, as projects have extended lives, fiscal stability underscores the long-term viability of the housing units. Leverage For HOME-funded projects, the Sub-Recipient must demonstrate the commitment of other sources of funds committed to the City-funded project. Furthermore, all other identified funds must be in place prior to the use of HOME funds. The documentation that demonstrates this fiscal leverage is the Subsidy Layering Review and underwriting. Monitoring & Performance Reviews The City reserves the right to inspect, monitor and/or audit the Sub-Recipient to ensure contractual compliance. This includes, but is not limited to: • Review of on-site service delivery • Inspection and review of client, budgetary and employee files (for those employees providing services under this Agreement) 12 Monitoring visits will take place within 120 days of the commencement of services. The City will notify the Sub-Recipient a minimum of three (3) business days prior to a monitoring visit. Performance Ratings The Sub-Recipient agrees that its Performance Rating, the score awarded for performance on the following measures, will be posted on the City's website on an annual basis: • Timely and accurate submission of Monthly Progress Report • Timely and accurate submissions of Monthly Financial Reports (reimbursement requests) • Delivery of contracted service units Ratings will be given for each performance measure based on the following: Performance - • Rationale & Score Timely and accurate submission of ➢ "0" for failing to submit on time Monthly Progress Report ➢ "25" for submitting on time Timely and accurate submissions of ➢ "0" for failing to submit accurate report Monthly Financial Report with back-up material on time (reimbursement requests) ➢ "25" for submitting accurate report on time Delivery of contracted service units Possible score of 0 to 50 based upon within contracted timeframe completion of projected service units. Score is pro-rated if total projected service units are not met. Proformas Capital projects must submit certified monthly proformas that indicate project funding sources and correlating uses. Proformas must be certified by the preparing party as well as the agency's signatory as reflected within this Agreement. Reporting Requirements The Contractor will provide the City with a Monthly Progress Report and Monthly Financial Report by the 10th of the following month. In the event that the 10th of the month lands on a Saturday, Sunday or holiday, the report must be submitted the following business day. 13 The following chart depicts the submission dates for the term of this Agreement: Month Date or October 2013 November 12, 2013 November 2013 December 10, 2013 December 2013 January 10, 2014 January 2014 February 10, 2014 February 2014 March 10, 2014 March 2014 April 10, 2014 April 2014 May 12, 2014 May 2014 June 10, 2014 June 2014 July 10, 2014 July 2014 August 11, 2014 August 2014 September 10, 2014 September 2014 October 10, 2014 Monthly reports will be submitted via any of the following methods: • Standard mail • Hand delivery Monthly reports will not be considered acceptable unless the following is met: • Forms are completely and accurately filled • Necessary back-up materials are included (evidence of expense incurred, invoices, time logs, executed AIA Forms, etc.) • Reports bear the signature of the person preparing the report and the Sub- Recipient's authorized signatory Monthly Progress Reports should encapsulate a project's progress in alignment with the funds expended. Rent Roll Submissions Sub-Recipients using City funds for the creation or rehabilitation of affordable housing must submit tenant rent rolls within thirty (30) days of meeting the National Objective and every year thereafter for a minimum of fifteen (15) years in adherence with the affordability period required with use of these funds. For completed projects, certified tenant rolls must be submitted annually by November 1St. Tenant rolls must be certified by the Sub-Recipient Agency's authorized signatory. Those projects with a longer affordability period require annual tenant rolls for the period of affordability established in the City's Restrictive Covenant and/or mortgage. These tenant rolls must be submitted by November 1St of each year of affordability. Tenant rolls must be certified by the Sub-Recipient Agency's authorized signatory. 14 Retainage All capital projects utilizing HUD funds are subject to a ten (10) percent retainage that will not be released until the National Objective is met. Retainage will be held as appropriate from all submitted reimbursement requests. Subsidy Layering Review All affordable housing projects using CDBG/HOME funds require the completion of an independent Subsidy Layering Review and underwriting. These reviews must be completed prior to the project being submitted via HUD's IDIS system and precedes the incurrence of any related funds. Therefore, no capital projects will be deemed eligible for reimbursement until the Subsidy Layering Review and underwriting have been received and accepted by the City. The expense for the Subsidy Layering Review and underwriting services are eligible for reimbursement if the project proceeds but is not eligible for reimbursement otherwise. Timeliness of Reimbursement Requests Reimbursement requests must be submitted no later than sixty Y (60 s from the ) days incurrence of the expense. The City will strictly monitor this element. Please note that cancelled checks must be submitted in conjunction with all reimbursement requests. Therefore, the Sub-Recipient should calendar itself accordingly to ensure that reimbursement requests are submitted to the City in a timely manner. Training Requirements The Sub-Recipient must ensure that the person responsible for preparing the Monthly Progress Report and Monthly Financial Report attends the City's Sub-Recipient Reporting Training and places the attendance certificate in the employee's personnel file for inspection by the City during its monitoring visit. Additional Documentation The following documentation must be submitted with this executed agreement: • All required insurance certificates • Copy of current audit • Copy of required business licenses and permits 15 EXHIBIT "B" "DOCUMENTATION" The Sub-Recipient agrees to provide the following documents as part of its reporting requirements: To Document Insurance Coverage: • Copy of insurance policy or binder (with proof of payment) with limits and scope of coverage To Document Client Eligibility and Service: • Client attendance logs • Intake and screening forms • Executed client consent agreements To Document Fiscal Leverage: • Monthly project proformas (for capital projects only) To Document Procurement: • Evidence of at least three (3) quotes obtained for service/item • Formal bid process including advertisement, scope, respondents and scoring To Document Expenses Incurred: • Cancelled checks with copy of referenced invoice • Electronic payroll ledgers with corresponding bank transactions (statement) • Executed professional service agreements (subject to procurement) • Executed and notarized AIA Forms (for capital projects only) • Executed and Filed Release of Lien (for capital projects only) • Copies of valid work permits ad clearances (for capital projects only) To Document Construction Completion: • Certificate of Occupancy (CO) To Document Lease-up of Affordable Housing: • Rent rolls • Tenant applications (with proof of income) 16 -�1 OP ID:JD CERTIFICATE OF LIABILITY INSURANCE DAT 05/28D/YYYY) 05/28/13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER 727-447-6481 NAME: Bouchard-Clearwater 727-449-1267 PHONE FAX 101 Starcrest Drive A/c No Ext: A/c No): P O Box 6090 E-MAIL ADDRESS: Clearwater,FL 33758-6090 PRODUCER COMMU11 AA Beck Adam Bouchard,A CUSTOMER ID#: INSURERS AFFORDING COVERAGE NAIC# INSURED Community AIDS Resource, Inc. INSURER A:Arch Specialty Insurance Co 21199 dba Care Resource INSURER B:Progressive Express Ins Co Food for Life Network Inc INSURER C:Bridgefield Employers Ins Co 10701 3510 Biscayne Blvd#300 Miami,FL 33137 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DD/YYYY GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X FLP004895401 03/20/13 03/20/14 DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ CLAIMS-MADE ®OCCUR MED EXP(Any one person) $ 5,000 X Hired&Non-Owned PERSONAL&ADV INJURY $ 1,000,000 Auto Sublimit$1M GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 3,000,000 X POLICY PRO- LOC Emp Ben. $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ B X SCHEDULED AUTOS 01983551-9 01/14/13 01/14/14 PROPERTY DAMAGE A X HIRED AUTOS FLP004895401 03/20/13 03/20/14 (Per accident) $ A X NON-OWNED AUTOS FLP004895401 03/20/13 03/20/14 $ $ UMBRELLA LIAR HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION X I WC STATU- I OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER C ANY PROPRIETOR/PARTNER/EXECUTIVE YI❑N 83042170 05/31/13 05/31/14 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ • Professional Liabi FLP004895401 03120113 03120/14 Limits $1Mil/$3Mi • Abuse&Molestatio FLP004895401 03/20/13 03/20/14 Sub-Limit $1Mil/$1Mi DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER IS ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY ONLY IF REQUIRED BY WRITTEN CONTRACT,AND SUBJECT TO THE TERMS,CONDITIONS AND LIMITS AS SPECIFIED IN THE POLICY. CERTIFICATE HOLDER CANCELLATION MIAMIBE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF MIAMI BEACH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1700 CONVENTION CENTER DR ACCORDANCE WITH THE POLICY PROVISIONS. MIAMI BEACH,FL 33139 AUTHORIZED REPRESENTATIVE 1 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD i COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION As of and for the Year Ended June 30, 2013 And Report of Independent Auditor -— �!ft-cherry-r-y--E��+�,.P so CPAs&Advisors COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY TABLE OF CONTENTS REPORT OF INDEPENDENT AUDITOR .................................................................................................1-2 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statement of Financial Position....................................................................................................3 Consolidated Statement of Activities..................................................................................................................4 Consolidated Statement of Functional Expenses ..............................................................................................5 Consolidated Statement of Cash Flows.............................................................................................................6 Notes to Consolidated Financial Statements................................................................................................7-16 SUPPLEMENTARY INFORMATION Consolidated Schedule of Expenditures of Federal Awards.......................................................................17-18 Notes to Consolidated Schedule of Expenditures of Federal Awards .............................................................19 REPORTS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH OMB CIRCULAR A-133 AND GOVERNMENT AUDITING STANDARDS Report of Independent Auditor on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards..................................................................................20-21 Report of Independent Auditor on Compliance for Each Major Program and on Internal Control over Compliance Required by OMB Circular A-133....................................................................22-23 CONSOLIDATED SCHEDULE OF FINDINGS AND QUESTIONED COSTS...............................24 ADDITIONAL INFORMATION Schedules of Substance Abuse and Mental Health Services Program......................................................25-26 Scheduleof State Earnings..............................................................................................................................27 Schedule of Related Party Transaction Adjustments.......................................................................................28 Schedule of Bed-Day Availability Payments....................................................................................................29 Cherry Bekaert"P so CPAs&Advisors Report of Independent Auditor To the Board of Directors Community AIDS Resource, Inc. and Related Entity Miami, Florida Report on the Financial Statements We have audited the accompanying consolidated financial statements of Community AIDS Resource, Inc. and Related Entity (the "Organization"), which comprise the consolidated statement of financial position as of June 30, 2013, and the related consolidated statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Organization as of June 30, 2013, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying schedule of substance abuse and mental health services program, schedule of state earnings,.sched u I e of related party transaction adjustments, and schedule of bed-day availability payments are presented for purposes of additional analysis as required by the State of Florida Department of Children and Families. The accompanying consolidated schedule of expenditures of federal awards, as required by Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 21, 2013, on our consideration of the Organization's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization's internal control over financial reporting and compliance. go " LL to Coral Gables, Florida October 21, 2013 2 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY CONSOLIDATED STATEMENT OF FINANCIAL POSITION YEAR ENDED JUNE 30, 2013 (WITH SUMMARIZED FINANCIAL INFORMATION FOR JUNE 30, 2012) 2013 2012 ASSETS Current assets Cash and cash equivalents $ 2,127,273 $ 828,567 Grants and other receivables 2,153,469 1,357,400 Inventory 37,447 35,998 Investments 348,041 343,206 Prepaid expenses and other current assets 105,856 110,088 Total current assets 4,772,086 2,675,259 Investment in partnerships 179,230 179,230 Property and equipment, net 4,546,504 4,397,431 Other assets Deferred financing costs, net 26,622 31,252 Deposits 5,790 5,790 Total other assets 32,412 37,042 Total assets $ 9,530,232 $ 7,288,962 LIABILITIES AND NET ASSETS Current liabilities Mortgage note payable, current portion $ 102,999 $ 96,932 Accounts payable 803,169 397,733 Accrued expenses 173,603 155,381 Refundable advances 212,421 140,198 Total current liabilities 1,292,192 790,244 Long-term liabilities Obligation under interest rate swap 264,529 395,847 Lease deposits - 5,792 Mortgage note payable, net of current portion 2,555,263 2,658,255 Total long-term liabilities 2,819,792 3,059,894 Total liabilities 4,111,984 3,850,138 Net assets Unrestricted Board designated 1,019,000 400,000 Undesignated 4,399,248 3,038,824 Total net assets 5,418,248 3,438,824 Total liabilities and net assets $ 9,530,232 $ 7,288,962 The accompanying notes to the consolidated financial statements are an integral part of these statements. 3 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY CONSOLIDATED STATEMENT OF ACTIVITES YEAR ENDED JUNE 30, 2013 (WITH SUMMARIZED FINANCIAL INFORMATION FOR JUNE 30, 2012) 2013 2012 Unrestricted support, revenues, gains and losses Government grants $ 8,218,253 $ 6,568,394 Pharmaceutical sales 3,036,693 313,111 Primary care center 2,372,615 2,018,034 Special events 936,053 1,131,713 Medicaid waiver program 559,750 521,271 Thrift store 387,474 388,686 Contributions 326,785 274,847 United Way allocation and donor options 168,750 185,174 Change in fair value of obligation under interest rate swap 131,318 (216,119) Clinical trials 88,421 121,960 Rental income 24,863 44,669 Distributions from partnerships 22,405 23,263 Interest and dividends 4,910 6,040 Other 896 18,818 Net unrealized gain (loss)on investments 568 (1,046) Bequest - 3,688 Total unrestricted support, revenues, gains and losses 16,279,754 11,402,503 Expenses Program services 12,005,904 9,110,494 Supporting activities Management and general 188,716 207,526 Development and fundraising 1,048,078 1,286,115 Thrift store 461,843 486,985 Property management 595,789 528,922 Total expenses 14,300,330 11,620,042 Increase (decrease) in unrestricted net assets 1,979,424 (217,539) Net assets, beginning of year 3,438,824 3,656,363 Net assets, end of year $ 5,418,248 $ 3,438,824 The accompanying notes to the consolidated financial statements are an integral part of these statements. 4 LO N 00 O I- CD I- M t- M 0 l 0 (D r M N IT r 0 M M M 0 0 0 r r N N O M ti M 0 LO IT O M r M M F- M N 0 r M 0 O 00 r I- r IT N r I- Iq T-- O r I- f- U) M r IT M (D M CO q U7 O f- O 0 O M M 0 O) - M IT 00 O N 't o0 N r O LC) E N O I` V IT M LO O I` 00 00 O O CO I- 0) N 00 r I- O O M Cl) r' N 0) 'IT LO O (") O I- N r 00 (D LC) O (D 0 V M r r 00 N O O M (14 (D M r r M Q) r r r r M r 0 N r N O (D N F-- Lo T- (0 r r ER Efl r M O (D N V I- N N O) LO 00 'IT O) I- O Iq LO r O M I- 00 [- Ln O U) O O It O LO r r qq M O r 00 r LO r 0 (D LO 0) r ('r) LC) 00 O g qT 00 (D M 00 M O O O qt N N I- r r 0) 0 qT I- � O CO m 00 V O Cl) r U) N (D It N M O 00 r- (D N 00 CO N 00 (D 00 � I- � (D O O N M I� d qT M 00 N N M O qT O Lf) LO (D r O) N I- r N r (D M O 00 r 0 00 CO 0) � (D M N (D � O c O LO LO M r r 00 r r r (D LO N N O r N I- M r Ef3 E!3 M (D 0) f-- r (D (D r qT LO (D LO f- (D 14- LO 00 O IT U) O 0) O r r 0 0 It 00 O r- (D (0) LO O I- U) CO M N O r Il- OD >. 0) O 00 00 r 0) 1- 1 Iq (0) N Iq ' r O ' 07 ' N U) U) '1 00 N O r- t E I- O r` O) I` Ln (n M N N � Ln (4 P- U5 LS) w I- N O 00 CO r O r r O O) a u r r r Ln O C d r ca 603, N ty B O O r r O r r O N I- LO (D O r M M O) I- (D 0) M M Q O0 LO It (O N (O M V- 00 r 0) 0 O r CO N (D LO r U) U) O ' � N M O [t r (D I- (D f- 00 M � r Ln LO (O 0) (D M 00 r q 00 C +' ` U) Ln O N M M r" Ln N V (D (D � � C to "' N M (O O O (D N Q 4) 0 r M = Ln W > N rM-I Q d4 (i4 N 1 O C N (D N 00 qq O O O) O Ui f- 00 M LO CO r CO (D N r (D O 00 bA 00 O O0 M N N U) It r M I- 00 O N qT O LO 0) � r O Il- `~ O O 0) C N (D 00 (D M (D M O O IT 0 w 00 IT LO 00 M N O) r r O O UL cl - CL E CO O M V 6 N M M O N d CO i 3 Q. 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A C N D (/) O "d pC N Q) z _� c N C m C O 77 LLJ O C C N U) (0 (0 .V '- m CL a O N (U 0) Q) C a � C N U1 O a •0 M V a (n 0 L 0 N a N U) O C fd U) 0) (d O C O u7 N C C (n (n 4- O. U ` C /r 1 O (� 0 O O w O 0) 0L O c OU -0 (0 O O a !✓ Z \L Q -d X (0 C U +� (n C Y O X O Q (0 O N N y X m Q C N m N O ( (d N -0 (C: .N (n U C U N f0 U >, O C O O N - N a U m O In O Q m N C (n O cm U) (0 L O m m E O 0 (n O O O N U (0 .CL D N U N O a a O N O O c N ca �. F- c a 0 C z O c c m }- co (n p c (n 0 a 0 > = H 9 z Q cn O cu ® O L COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED JUNE 30, 2013 (WITH SUMMARIZED FINANCIAL INFORMATION FOR JUNE 30, 2012) 2013 2012 Cash flows from operating activities Increase(decrease) in unrestricted net assets $ 1,979,424 $ (217,539) Adjustments to reconcile increase (decrease) in unrestricted net assets to net cash provided by (used in)operating activities: Depreciation 362,212 319,766 Amortization of financing costs 4,630 4,630 Unrealized (gains) losses on investments (568) 1,046 Change in fair value of obligation under interest rate swap (131,318) 216,119 Changes in operating assets and liabilities: Grants and other receivables (796,069) 122,849 Inventory (1,449) 6,745 Prepaid expenses and other current assets 4,232 30,443 Deposits - 900 Accounts payable 405,436 (67,568) Accrued expenses 18,222 33,664 Refundable advances 72,223 (196,879) Lease deposits (5,792) (1,400) Net cash provided by (used in)operating activities 1,911,183 252,776 Cash flows from investing activities Purchase of property and equipment (511,285) (146,991) Purchases of investments (4,267) (5,373) Net cash used in investing activities (515,552) (152,364) Cash flows from financing activities Principal payments of mortgage note payable (96,925) (91,208) Net cash used in financing activities (96,925) (91,208) Net change in cash and cash equivalents 1,298,706 9,204 Cash and cash equivalents, beginning of year 828,567 819,363 Cash and cash equivalents, end of year $ 2,127,273 $ 828,567 Supplemental disclosure of cash flow information Cash paid during the year for interest $ 162,784 $ 173,676 The accompanying notes to the consolidated financial statements are an integral part of these statements. 6 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 1— Nature of organization and summary of significant accounting policies Nature of Organization -Community AIDS Resource, Inc. ("Community AIDS")was incorporated in 1983 under the laws of the State of Florida to provide HIV/AIDS services in the throughout Miami-Dade and Broward Counties. Community AIDS activities consist of prevention, evaluation, testing information, and care and treatment services. All of the activities of Community AIDS are oriented toward providing a better quality of service and quality of life for those at risk or affected by HIV/AIDS. Community AIDS is supported primarily by public contributions, government grants, fees charged for certain services provided, and pharmaceutical sales. Community AIDS continuously expands its network of physicians across Miami-Dade and Broward Counties and to provide new services added in response to the needs of the community. Food For Life Network, Inc. ("Food For Life") was incorporated in 1987 under the laws of the State of Florida to provide direct assistance to economically disadvantaged individuals and/or families of individuals affected by HIV/AIDS. Food For Life provides meals and groceries as well as nutritional counseling and education to eliminate malnutrition and starvation among children and adults living with HIV/AIDS. On July 1, 2007, Community AIDS became the sole member of Food For Life. Collectively, Community AIDS and Food For Life are referred to as the"Organization". The following is a summary of the Organization's significant accounting policies: Use of Estimates - The preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Basis of Accounting - The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. Principles of Consolidation - The consolidated financial statements include the accounts of Community AIDS and Food for Life. Community AIDS has both an economic interest in Food for Life and control of Food for Life through a majority voting interest in its governing board. All material inter-organization transactions have been eliminated. Basis of Presentation - The Organization is required to report information regarding its financial position and activities according to three classes of net assets: Unrestricted Net Assets - Net assets that are not subject to donor-imposed stipulations. The Board may designate unrestricted net assets for working capital at its discretion. Temporarily Restricted Net Assets - Net assets subject to donor-imposed stipulations, that may or will be met, either by actions of the Organization and/or passage of time. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the consolidated statement of activities as net assets released from restrictions. Donor restricted contributions whose restrictions are fulfilled within the same year are recorded as unrestricted net assets. Permanently Restricted - Net assets subject to donor-imposed stipulations that must be maintained permanently by the Organization. Generally, the donors of these assets permit the Organization to use all or part of the income earned on any related investments for general or specific purposes. 7 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 1—Nature of organization and summary of significant accounting policies (continued) Cash and Cash Equivalents - For the purpose of the consolidated statement of cash flows, the Organization considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Grants and Other Receivables and Allowance for Doubtful Accounts - Grants and other receivables consists of amounts due from various government agencies and other third parties and are presented at net realizable value, which is comprised of total grants and other receivable less any allowances for uncollectible amounts. The Organization provides an allowance for potentially uncollectible amounts based upon a periodic review and analysis of outstanding grants and other receivable balances. The resulting estimate of potentially uncollectible receivables is charged to an allowance for doubtful accounts. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts. Amounts previously written off and subsequently recovered are recognized as income in the periods in which the recoveries are made. Management made an analysis of its grants and other receivables and determined that an allowance for doubtful accounts was not necessary as of June 30, 2013. Inventories - Inventories, which are comprised of donated merchandise, food supplies and prescription drugs, are valued at their estimated fair market value at the date of donation. Inventories of purchased items are valued at the lower of cost(first-in first-out)or market. Investments - Investment in equity securities with readily determinable fair values and all investments in debt securities are reported at fair value in the consolidated statement of financial position, with gains and losses reported in the consolidated statement of activities as changes in unrestricted net assets unless use is restricted by donor or law. Investments with readily determinable fair values are valued by using quoted market prices. Fair Value of Financial Instruments - The carrying amounts of financial instruments, which consist of cash and cash equivalents, grants and other receivables, certificates of deposit, and accounts payable, approximated their fair value as of June 30, 2013. The carrying value of a mortgage note payable approximated its fair value as of June 30, 2013 based on current borrowing rates for loans with similar maturities. The obligation under an interest rate swap is stated at fair value at June 30, 2013. Investment in Partnerships- Investment in partnerships consists of investments in real estate limited partnership and is reflected in the accompanying consolidated financial statements at the estimated fair values determined at the date received from the donor. The Organization has less than a twenty percent interest in each investment and does not possess the ability to exercise significant influence over the operating and financial policies of the partnership. Accordingly, the Organization utilizes the cost method of accounting whereby income is recognized as distributions are received from the partnerships. The Organization evaluates for impairment its investment carried at cost when there are identified events or changes in circumstances that may have a significant adverse effect on the value. Management determined that there were no such conditions present for the year ended June 30, 2013. Property and Equipment - Property and equipment are recorded at cost, if purchased, and at estimated fair value on the date donated, if donated. Depreciation of property and equipment is calculated utilizing the straight line method over their estimated useful lives which are as follows: Building ..........................................................40 Years Building improvements...................................7-40 Years Furniture and equipment................................3-7 Years Vehicles..........................................................3 Years 8 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 1— Nature of organization and summary of significant accounting policies(continued) Expenditures for maintenance, repairs, and renewals of minor items are charged to expenses as incurred. Major renewals and improvements are capitalized. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statement of activities. Financing Costs - The costs incurred in connection with financing are amortized using the effective interest method over the remaining term of the related debt. When the related loan is paid-off, any unamortized financing costs are removed from the related accounts and charged to operations. Refundable Advances - Grants received that relate to exchange transactions are reported as refundable advances until the related services are performed, at which time they are recognized as revenues. Revenue Recognition - Revenues from services are recognized in the period in which the service is performed. Revenues from sales are recognized when goods are delivered to the customer. Contributions - Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted, depending on the existence and nature of any donor restrictions. Contributions, including unconditional promises to give, are recognized as revenue in the period in which the Organization becomes aware of the promises to give or receives the contribution. Donated Assets - Donated assets are recorded as support at their estimated fair values at the date of the donation. Such donations are reported as unrestricted support unless the donor has restricted the donated assets to a specific purpose. Assets donated with explicit restrictions regarding their use and contributions of cash that must be used to acquire property and equipment are reported as restricted support. Absent donor stipulations regarding how long-lived donated assets must be maintained, the Organization reports expirations of donor restrictions when the donated or acquired assets are placed in service as instructed by the donor. The Organization reclassifies temporarily restricted net assets to unrestricted net assets at that time. Donated Supplies and Services - Donated supplies and services are recorded at their estimated fair values at the date of receipt. The Organization recognizes donated services that creates or enhances non-financial assets or that require specialized skill that would typically need to be purchased if not provided by donation. The value of donated services is recorded as contributions and expenses in the period rendered. Derivative Financial Instruments - The Organization holds derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated transactions. In general, the types of risks hedged are those relating to the variability of future earnings and cash flows caused by movements in interest rates. The derivative financial instruments are not held for trading purposes. Summarized Comparative Information - The consolidated financial statements include certain prior year summarized comparative information for the year ended June 30, 2012 in total, but not by program and supporting activities. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. generally accepted accounting principles. Accordingly, such information should be read in conjunction with the Organization's consolidated financial statements for the year ended June 30, 2012, from which the summarized information was derived. 9 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 1—Nature of organization and summary of significant accounting policies (continued) Reclassifications - Certain amounts in the prior-year consolidated financial statements related to the Pharmacy program have been reclassified for comparative purposes to conform to the presentation in the current-year consolidated financial statements. The pharmacy program increased substantially during the current fiscal year and a separate reporting of Pharmacy costs was deemed more useful to the reader of the financial statements. The amounts reclassified were $147,150 from supplies, $24,183 from Professional fees and $15,729 from direct assistance. There was no change of accounting or prior period adjustment. Net assets and changes in net assets are unchanged due to these reclassifications. Functional Allocation of Expenses - Expenses have been charged directly to program or supporting activities categories based on specific identification. Indirect expenses have been allocated among the programs and supporting services benefited. Income Taxes - Community AIDS and Food For Life are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. In addition, both organizations qualify for the charitable contribution deduction under Section 170(b)(1)(A) and have been classified as an organization other than a private foundation under Section 509(a)(2). Income from certain activities not directly related to the Organization's tax-exempt purpose is subject to taxation as unrelated business income. During the year ended June 30, 2013, the Organization incurred losses from its unrelated business activities, and accordingly, the accompanying consolidated financial statements do not reflect any income tax provisions. The Organization recognizes deferred tax assets related to the effects of net operating loss carryovers derived from its unrelated business activities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Organization's information returns for the years 2009 - 2012 remain subject to examination by various authorities. The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under that guidance, the Organization may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. Examples of tax positions include the tax-exempt status of the Organization and various positions related to the potential sources of unrelated business taxable income. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Management believes there are no such uncertain tax positions as of June 30, 2013, and accordingly, no liability has been accrued. Subsequent Events-The Organization evaluated subsequent events through October 21, 2013, the date these .consolidated financial statements were available to be issued. 10 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 2— Investments Total investments consisted of the following June 30, 2013: Stocks and stock options $ 32,998 Bonds and debentures 315,043 Total investments carried at fair value $ 348,041 Real estate limited partnership interests 179,230 Total investment carried at cost $ 179,230 Summary of income on investments for the year ended June 30, 2013 was as follows: Interest and dividends $ 4,910 Income from real estate partnership 22,405 Net depreciation in fair value of investments 568 Total investment income $ 27,883 Note 3—Fair value measurements During the year ended June 30, 2013, investments and the obligation under interest rate swap were measured at fair value on a recurring basis, using quoted market prices (Level 1), significant observable inputs (Level 2), and significant unobservable inputs(Level 3), as follows: Leve 11: Level 2: Level 3: Total Stocks and stock options $ 32,998 $ - $ - $ 32,998 Bonds and debentures $ - $ 315,043 $ - $ 315,043 Obligations under interest rate swap $ - $ (264,529) $ - $ (264,529) The fair value of the obligation under interest rate swap was measured using discounted cash flow techniques. The estimated net settlement over the term of the obligation under interest rate swap was discounted to present value using the one month LIBOR rate as the estimated discount rate. Therefore, it is reasonably possible that a change in those estimates could occur in the near-term. 11 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 4—Property and equipment Property and equipment consisted of the following as of June 30, 2013: Buildings $ 3,891,607 Building improvements 1,469,620 Furniture and equipment 964,684 Vehicles 120,927 6,446,838 Less: accumulated depreciation (1,900,334) Property and equipment, net $ 4,546,504 Depreciation expense for the year ended June 30, 2013 totaled $362,212. Buildings and building improvements are pledged as security for the mortgage note payable (see Note 7). Building and building improvements had a carrying value of$4,379,502 as of June 30, 2013. Note 5— Deferred financing costs Deferred financing costs consisted of the following as of June 30, 2013: Deferred financing costs $ 45,921 Less accumulated amortization (19,299) Deferred financing costs, net $ 26,622 Amortization of deferred financing costs, which has been included with interest expense in the accompanying statement of functional expenses, was $4,630 for the year ended June 30, 2013. Estimated future amortization of deferred financing costs as of June 30, 2013 was approximately as follows: Year ending June 30: 2014 $ 5,107 2015 4,899 2016 4,678 2017 4,443 2018 4,193 Thereafter 3,302 Total $ 26,622 12 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 6— Income taxes As of June 30, 2013, the Organization had net operating loss carry forwards related to its unrelated business activity of approximately $1,116,000 that can be deducted against future taxable unrelated business income. These tax carry forward amounts expire through June 30, 2033. Deferred taxes consisted of the following as of June 30, 2013: Deferred tax assets $ 441,072 Valuation allowance (441,072) A valuation allowance was established to eliminate the deferred tax benefit that existed at that time since it was uncertain whether the tax benefits would ever be realized. Note 7—Mortgage note payable Mortgage note payable consisted of the following as of June 30, 2013: Total note payable $ 2,658,262 Note payable, current portion (102,999) Note payable, net of current portion $ 2,555,263 The Organization has a mortgage with a financial institution due in varying monthly payments of principal and interest at 2.50% plus the London Inter-Bank Offering Rate (.1932% at June 30, 2013). A balloon payment of approximately $1,994,000 plus any unpaid accrued interest becomes due in April 2019. The mortgage note is secured by buildings and building improvements(see Note 4). Interest expense amounted to$162,784 for the year ended June 30, 2013. Future principal maturities of the mortgage note payable as of June 30, 2013 were as follows: 2014 $ 102,995 2015 109,445 2016 116,300 2017 123,583 2018 131,323 Thereafter 2,074,616_ Total $ 2,658,262 13 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 8— Interest rate swap The Organization entered into an interest rate swap arrangement effective April 2009 with its financial institution that effectively fixed the interest rate on the mortgage note payable at 6.09%. The notional amount of the interest rate swap agreement, which matures in April 2019, was $2,658,262 as of June 30, 2013. The Organization's purpose for entering into the swap arrangement was to hedge against the risk of interest rate increases on the related variable rate note payable. As a not-for-profit, the Organization is precluded from using hedge accounting. As a result, the Organization recognized a gain of $131,318 from the derivative financial instrument which is reported in the consolidated statement of activities as change in fair value of obligation under interest rate swap for the year ended June 30, 2013. Note 9— Board designated net assets It is the policy of the Board of Directors of the Organization to review its plans for future purchases of property and equipment. The Board of Directors designates appropriate sums of unrestricted net assets to assure adequate financing of such expenditures. As of June 30, 2013, the Board of Directors designated $1,019,000 for such expenditures. Note 10—Employee retirement plans The Organization sponsors a 401(k) defined contribution plan covering substantially all full time employees. Employees become eligible to participate in the plan upon completion of 1,000 hours of service within the completion period, as defined. The Organization contributed $186,120 to the Plan for the year ended June 30, 2013. The Organization also has a retirement plan provided under IRC Section 403(b). The Organization did not contribute to this plan during the year ended June 30, 2013. Note 11—Commitments and contingencies Grants require compliance with certain terms and conditions as set forth in the grant agreements. Failure to comply with the conditions could result in the return of the funds to grantors. Management believes it has fulfilled all terms and conditions of grant agreements. The Organization is obligated under a non-cancelable operating lease for its facilities which expires in September 2015. Future minimum lease commitments as of June 30, 2013 for the non-cancelable operating lease were approximately as follows: Year ending June 30: 2014 $ 60,500 2015 62,300 2016 15,700 $ 138,500 The Organization also leases facilities on a monthly basis for a thrift store. Rent expense amounted to $101,291 for the year ended June 30, 2013. 14 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 12—In-kind donations Contributions, special events, and thrift store revenue for the year ended June 30, 2013 include in-kind donations totaling $691,958 for program services, development and fundraising and thrift store. In-kind donations consisted of the following for the year ended June 30, 2013: Materials and supplies $ 275,631 Services 416,327 Total $ 691,958 Many individuals volunteer their time and skills to perform a variety of tasks that assist the Organization, but these services do not meet the criteria for recognition as contributed services. The Organization received 7,548 volunteer hours during the year ended June 30, 2013. Note 13—Leasing activities The Organization leases office space to a tenant under two non-cancelable operating leases that expire in March 2017. The lease agreements provide for specific monthly payments. Estimated future minimum rent revenue under non-cancelable operating leases as of June 30, 2013 was approximately as follows: Year ending June 30: 2014 $ 39,800 2015 40,500 2016 41,400 2017 27,900 $ 149,600 Note 14—Concentrations Cash and Cash Equivalents—The Organization places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Company (FDIC) covers $250,000 for substantially all depository accounts. The Organization from time to time may have amounts on deposit in excess of the insured limits. As of June 30, 2013, the Organization had approximately $1,200,000 in excess of these insured amounts. Investments - The Organization had investments in cash and cash equivalents through a financial institution in the United States. The Securities Investor Protection Corporation covers investments up to $500,000 per customer, including up to $250,000 in cash. As of June 30, 2013, the Organization did not have any amounts in excess of these insured amounts. 15 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 Note 14—Concentrations (continued) Grants — During the year ended June 30, 2013, the Organization received approximately 56% of its grants through Miami-Dade County and Broward County in the form of Ryan White Part A/MAI grants, approximately 15% of its grants through the U.S. Department of Health and Human Services in the form of Consolidated Health Centers grant, and approximately 5% of its grants through South Florida Behavioral Health Network in the form of Block Grant for Community Mental Health Services. Receivables from Ryan White Part A/MAI grants were approximately 64% of grants and other receivables as of June 30, 2013. Pharmaceuticals— During the year ended June 30, 2013, the Organization received 100% of its pharmaceutical sales through agreements with two pharmaceutical retailers. Receivables from the two pharmaceutical retailers were approximately 15% of grants and other receivables as of June 30, 2013. 16 SUPPLEMENTARY INFORMATION I COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY CONSOLIDATED SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS YEAR ENDED JUNE 30, 2013 Federal Grantor/ Federal Pass-Through Pass-Through Grantor CFDA Grantor's Federal Program Title Number Number Expenditures U.S.Department of Health and Human Services Direct Programs: HIV Prevention Activities Non-Governmental 93.939 5U65PS00244403 $ 435,811 Organization Based 93.939 1 U65PS000356202 226,714 Consolidated Health Centers 93.224 H80CS12864 1,433,936 93.224 H80CS128640303 24,701 Special Projects of National Significance 93.928 H97HA15151 448,521 Affordable Care Act(ACA)Grants for Capital Development in Health Centers 93.526 C8BCS23823 327,819 Total Direct Programs 2,897,502 Pass-Through Programs: Miami-Dade County,FL HIV Emergency Relief Project Grants (Ryan White Part AIMAI): Am bulatory Outpatient 93.914 2H89HA00005-22 1,085,270 Am bulatory Outpatient 93.914 2H89HA00005-23 396,999 Case Management 93.914 2H89HA00005-22 452,583 Case Management 93.914 2H89HA00005-23 44,143 Dental 93.914 2H89HA00005-22 372,680 Dental 93.914 2H89HA00005-23 201,958 Food Bank 93.914 2H89HA00005-22 200,836 Food Bank 93.914 2H89HA00005-23 148,636 Home Delivered Meals 93.914 2H89HA00005-22 13,344 MAI Medical Case Management 93.914 2H89HA00005-22 70,728 MAI Medical Case Management 93.914 2H89HA00005-23 205,250 MAlOutpatient 93.914 2H89HA00005-22 943 MAlOutpatient 93.914 2H89HA00005-23 133,968 MAI Outreach 93.914 2H89HA00005-22 15,046 MAlOutreach 93.914 2H89HA00005-23 14,074 Outreach 93.914 2H89HA00005-22 35,886 Outreach 93.914 2H89HA00005-23 13,656 Psychosocial Counseling 93.914 2H89HA00005-22 31,690 Psychosocial Counseling 93.914 2H89HA00005-23 11,755 Substance Abuse 93.914 2H89HA00005-22 7,545 Substance Abuse 93.914 2H89HA00005-23 1,410 Transportation 93.914 2H89HA00005-22 3,472 Transportation 93.914 2H89HA00005-23 10,584 3,472,456 (Continued) 17 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY CONSOLIDATED SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS (CONTINUED) YEAR ENDED JUNE 30, 2013 Federal Grantor/ Federal Pass-Through Pass-Through Grantor CFDA Grantor's Federal Program Title Number Number Expenditures Broward County,FL Part A/MAI Grants to Provide Outpatient Early Intervention Services With Respect to HIV Disease (Ryan White Part A/MAI): Ambulatory Outpatient 93.918 11 CPHCS8456RW $ 1,113,465 Ambulatory Outpatient 93.918 12CPHCS8456RW 434,471 Case Management 93.918 11 CPHCS8456RW 201,871 Case Management 93.918 12CPHCS8456RW 89,129 Psychosocial Counseling 93.918 11 CPHCS8456RW 10,213 Psychosocial Counseling 93.918 12CPHCS8456RW 24,786 MAI Medical Case Management 93.918 11 CPHCS8456MAIRW 21,190 MAI Medical Case Management 93.918 12CPHCS8456MAIRW 13,925 Psychosocial Counseling 93.918 11 CPHCS8456MAIRW 16,117 Psychosocial Counseling 93.918 12CPHCS8456MAIRW 16,070 1,941,237 NOVA Southeastern University: Ryan White HIV/AIDS Dental Reimbursement and Community Based Dental Partnership Grants 93.924 5H65HA055020800 24,510 Boston University: AIDS Education and Training Centers 93.145 1 U69HA232620100 184,929 Department of Health: HIVCare Formula Grants 93.917 CODCH001 109,641 93.917 CODCH002 38,307 HIV Prevention Activities -Health Department 93.940 BW278 173,688 Based 93.940 FAD20 70,652 392,288 South Florida Behavioral Health Network: Block Grant for Community Mental Health Services 93.958 ME225-05 504,888 Total Pass-Through Programs 6,520,308 Total U.S. Department of Health and Human Services 9,417,810 U.S.Department of Housing and Urban Development Pass-through Programs: City of Miami Beach Community Development Block Grant 14.218 B-11-MC-12-0014 7,292 14.218 B-12-MC-12-0014 9,620 City of North Miami Community Development Block Grant 14.218 5,202 City of Fort Lauderdale Housing Opportunities for Persons with AIDS 14.241 FLH12004 145,113 Total U.S.Department of Housing and Urban Development 167,227 Federal Emergency Management Agency Emergency Food and Shelter National Board Program 97.024 PHASE 30 44,827 Total Expenditures of Federal Awards $ 9,629,864 18 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY NOTES TO CONSOLIDATED SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS JUNE 30, 2013 Note 1— Basis of presentation The accompanying schedule of expenditures of federal awards (the "Schedule") includes the federal grant activity of the Organization under programs of the federal government for the year ended June 30, 2013. The information in this Schedule is presented in accordance with the requirements of OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. Because the Schedule presents only a selected portion of the operations of the Organization, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the Organization. Note 2—Summary of significant accounting policies Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in OMB Circular A-122, Cost Principles for Non-profit Organizations. Pass-through entity identifying numbers are presented where available. Note 3—Contingencies These award programs are subject to financial and compliance audits by grantor agencies. The amount, if any, of expenditures that may be disallowed by the grantor agencies cannot be determined at this time, although the Organization expects such amounts, if any, to be immaterial. i 19 ON Cherry Bekaert LLP so Y CPAs&Advisors Report of Independent Auditor on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards To the Board of Directors Community AIDS Resource, Inc. and Related Entity Miami, Florida We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the consolidated financial statements of Community AIDS Resource, Inc. and Related Entity (the "Organization"), which comprise the consolidated statement of financial position as of June 30, 2013, and the related consolidated statements of activities, functional expenses and cash flows for the year then ended, and the related notes to the consolidated financial statements, and have issued our report thereon dated October 21, 2013. Internal Control over Financial Reporting In planning and performing our audit of the consolidated financial statements, we considered the Organization's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the consolidated financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Organization's internal control. Accordingly, we do not express an opinion on the effectiveness of the Organization's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's consolidated financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Organization's consolidated financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of consolidated financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 20 Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. goo ,�r LL Coral Gables, Florida October 21, 2013 21 Cherry Bekaert"P go Y CPAs&Advisors Report of Independent Auditor on Compliance for Each Major Program and on Internal Control over Compliance Required by OMB Circular A-133 To the Board of Directors Community AIDS Resource, Inc. and Related Entity Miami, Florida Report on Compliance for Each Major Federal Program We have audited Community AIDS Resource, Inc. and Related Entity's (the "Organization")compliance with the types of compliance requirements described in the OMB Circular A-133 Compliance Supplement that could have a direct and material effect on each of the Organization's major federal programs for the year ended June 30, 2013. The Organization's major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with the requirements of laws, regulations, contracts, and grants applicable to its federal programs. Auditor's Responsibility Our responsibility is to express an opinion on compliance for each of the Organization's major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. Those standards and OMB Circular A-133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the Organization's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the Organization's compliance. Opinion on Each Major Federal Program In our opinion, the Organization complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2013. Report on Internal Control over Compliance Management of the Organization is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the Organization's internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with OMB Circular A- 133, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the Organization's internal control over compliance. 22 A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A- 133. Accordingly, this report is not suitable for any other purpose. Coral Gables, Florida October 21, 2013 23 COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY SCHEDULE OF FINDINGS AND QUESTIONED COSTS YEAR ENDED JUNE 30, 2013 Section I -Summary of Auditors' Results Financial Statements Type of auditors' report issued: Unmodified Opinion Internal control over financial reporting: Material weakness(es) identified? yes x no Significant deficiency(ies) identified that are not considered to be material weaknesses? yes x none reported Noncompliance material to financial statements noted yes x no Federal Awards Internal control over major programs: Material weakness(es) identified? yes x no Significant deficiency(ies) identified that are not considered to be material weaknesses? yes x none reported Type of auditors' report on compliance for major programs Unmodified Opinion Any audit findings disclosed that are required to be reported in accordance with Section 510(a)of OMB Circular A-133 yes x no Identification of major programs: CFDA No. U.S Department of Health and Human Services - Passed through Broward County, FL, Grants to Provide Outpatient Early Intervention Services with Respect to HIV Disease 93.918 U.S Department of Health and Human Services -Affordable Care Act(ACA) Grants for Capital Development 93.526 U.S. Department of Health and Human Services-AIDS Education and Training Centers 93.145 Dollar threshold used to distinguish between Type A and Type B programs: Federal programs $300,000 Auditee qualified as low-risk auditee? x yes no Section II - Financial Statement Findings None Section III - Federal Award Findings and Questioned Costs None There was no management letter issued as a result of the June 30, 2013 audit. 24 N + � � Ot'�y,(� co o o �•�o`v,i o c' ii t i o'o,o' m' � �n l v'u, Y m Q !D II 1 �•N O N i fD - t V oD I t m m 1'i Q; I C i O, II, Ir'N'n,Q Oi,l I N II II II' i i 1 I i i I IU. �.x,x! ! t o` al x;x 1 x X riI i v� nl li uij u•,,�i m N 0), I , x X m: if v 11 II cn m OO�O. 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II x I I N I 0. uj U r N (n O ! - ( 142;`� rr4 of o' la'o�o;o of=�yQ I '?:{vQ�, }o['ll, '{wy i9 N- I m• ''r1 e' c'il'm I! "rl ri�lll°cy',II II H III Y d O: O N I O m ¢ I II^ I W ® ' F Lu I W J !L d H ! !�. Ii H I: H H Ii L N C m - U' N. 0. U _ I d m W Z a �y W w A i Q e' i II H H H• n U O o l p N II rry N N } N m p °_I a II Q Q li i '1 ii 1 II IQ Z ®®® d 1 ! , -II II 11 11 II II 11 a Z LJJ a v/I I CL I� F I W ! 1 • W 'X ,f� W' Z x C L g N W W:2 V m ! !2 I 2 1 O 2 J: la, @ W W I W I S U I W <' d > G v a XI x o �� K e• �' 1 W. I I ' W' I b W W' O Q_W. 'O W ui UA W' a r ' 0. P . z N I? ' 7V z O p W: f" Y/ 'Q .Q W { W cc 01! 1 c G IY L) I- i H I N LL O Q m m m M U. N' 1 g O W W U H C rc N. c W O ILf ~` W'>�Y! I E..Z ~ O' 1 Z.O (O' 'o, U, _' J O' ai Z in N 1K W m i `,n ^' Via( W' { OFI Z C.LI - 1`0l N, 1 Y' ~ O' '0.. :J J' Q � W �1 �_ /w - `n W W F m $I m' Y CL m 9 N u 1 W C Q; m �. O W: W W c7 p Z K' °'@ O O N Q' m m W m D:a f2,G y to ~ J J Q ~ � t. Q " I E v O v X- lu m H aE a 4 0 a m ® W I d, '�'H LLi�i Q_'17 O 0 O m W N F. U Z J 0 D D Z 0 W - -- - - = cc 0 u W COMMUNITY AIDS RESOURCE, INC. AND RELATED ENTITY SCHEDULE OF STATE EARNINGS YEAR ENDED JUNE 30, 2013 1 Total Expenditures $ 14,300,330 2 Less Other State and Federal Funds (9,997,495) 3 Less: Non-Match SAMH Funds (504,888) 4 Less: Unallowable Costs (per 65E-14, F.A.C.) - 5 Total Allowable Expenditures $ 3,797,947 6 Maximum Available Earnings $ 2,848,460 (line 5 times 75%) 7 Amount of State funds Requiring Match 10,098 8 Amount Due to Department (if negative) $ 2,838,362 27 co N � H C 4J E a� 3 O U v, M L H ~ u t 0 � U a 70 a0 ai c O o O a �I F— ~ w W W Q Q a J z W N Z V c 0 O Q v) W • z m Z Q o F-- c Q) W aa) E t� F (D c U) M Q c `�° o m c O (D c c Q -+-- uU w o E w Cf) F— N }. o v, v N1 Q �` c LL - U N N rf) N C ® ` T DC W O c o o U F`- w o N N o (n U) Fe O LL Q c m Q m (_n w a LLJ 60 F- L'-' w z = Q O u LLS O N 'p !O`OIO 'oi0 `�OiO 00 O ; O O O 0:0 0 0!j 0 10 O L 0 l0'O iO!O,O C) ci O X64% 6C ������I�I�I64 � 'C O w c1 D. = V W ` p W C7 s ! IA j O i o�c)C)C) C) O�O!O •� o io 0 :0!o 0;010;01 c �o;o o�o;o o�oio�o� E u j� 6-.' tog, 61:�;6F� 69,16.1, Q:),!o. E p 2 x = ! I CL I d i j i v d I � •� � � � .11 � l � i � o CLc E i I I i 10 ��;O O O O I O O O�O Q c c 10 ;o o O o 1O,O o i0 l000 ,000000 E .°A E �, E 'u-J" �IC� > ® LL j E •X CL m 0 i ! V L C W j I I i d C m c •� p u u 0 Q I � � � ! 1 1 O W IA O C I z f0 LLJ W �,, � d Q N d V ` V J 4j 4a AC Z Vf C I O t m O i N Lai CL u V j O LU IA OC ® W L Q m N o E , w 4 Q z o o W — - -- � o L1J _ Z cc O U �I LL- --Ili EXHIBIT "C" "BUDGET" The attached budget reflects the scope of expenses that may be incurred through this Agreement. All expenses must comply with applicable rules and regulations including Procurement and Davis Bacon Act. 17 /\AIAMI, BEACH F_ CDBG FY 2013/14 Project Budget Sub-Recipient: Food for Life Project: Food Bank/Home Delivered Meals Please list all items that will be reimbursed by the City of Miami Beach. Quantity Line Item Personnel (Employees Only)-List Position Title Driver/Operations Assistant 1 $ _ 1,458.00 $ 1,458.00 $ - Other Expenses Food Bank Meals 150 $ 49.80 $ 71470.00 Home Delivered Meals 682 $ 6.26 $ 4,268.00 Transportation 1 $ 304.00 $ 304.00 $ - • 13500 EXHIBIT "D" "FINANCIAL MANAGEMENT" To comply with federal regulations, each program must have a financial management system that provides accurate, current and complete disclosure of the financial status of the activity. This means the financial system must be capable of generating regular financial status reports which indicate the dollar amount allocated for each activity (including any budget revisions), amount obligated (i.e., for which contract exists), and the amount expended for each activity. The system must permit the comparison of actual expenditures and revenues against budgeted amounts. The City must be able to isolate and to trace every CDBG dollar received and prove where it went and for what it was used. The City is responsible for reviewing and certifying the financial management of any operating agency, which is not a City department or bureau, in order to determine whether or not it meets all of the above requirements. If the agency's system does not meet these requirements and modifications are not possible, the City must administer the CDBG funds for the operating agency. Support for Expenditures Sufficient support for expenses depends on the type of expenditure. They normally include the following items: • Salaries - Should be supported by proper documentation in personnel files of hire date, position, duties, compensation, and raises with effective date, termination date, and similar type information. Non-exempt employees are required by law to complete a timesheet showing number of hours they worked during the day. All employees paid in whole or in part from CDBG funds should prepare a time sheet indicating the hours worked on CDBG projects for each pay period. Based on these time sheets and the hourly payroll costs for each employee, a voucher statement indicating the distribution of payroll charges should be prepared and placed in the appropriate files.) • Employee Benefits - Should be supported by personnel policies and procedures manual, describing the types of benefits, eligibility and other relevant information.) • Professional Services - Should be supported by a complete and signed copy of the contract between the organization and the independent contractor, describing at the minimum, period of service, type of service and method for payments, in addition to the invoice from the private contractor.) • Purchases - At a minimum, purchases should be supported by a purchase order, packing list and vendor invoice. Credit card statements, travel itineraries, vendor statements and similar items do not represent support for an expense. Records Accounting records must be supported by source documentation. Invoices, bills of lading, purchase vouchers, payrolls and the like must be secured and retained for four years in order to show for what purpose funds were spent. Payments should not be made without invoices and vouchers physically in hand. All vouchers/invoices should be on vendor's letterhead. 18 Financial records are to be retained for a period of four years, with access guaranteed to the City, to HUD or Treasury officials or their representative. Audits For years beginning after June 30, 1996, all nonprofit organizations, state governments, and local governments that receive Federal funding fall under the revised OMB Circular A-133, Audits of States, Local Governments, and Nonprofit Organizations. Non-Federal entities that expend $500,000 or more in a year in Federal awards must have a single or program- specific audit. One copy of the sub-recipient or vendors' audited financial statement shall be submitted to the City immediately following the end of the fiscal year(s) during which CDBG funds are received. All auditees must submit to the Federal Audit Clearinghouse (FAC) a data collection form (Form SF-SAC) and reporting package upon completion of the annual audit in accordance with OMB Circular A-133. The deadline for this submission is the earlier of the 30 days after receipt of the auditor's report(s), or nine months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for the audit. Address for submission is: The Federal Audit Clearinghouse 1201 E. 10th Street Jeffersonville, IN 47132 Phone (301) 457-1551 or (800) 253-0696 Email: gov.fac -census.gov Web: http://harvester.census.gov/sac FARHCDI$ALLIHSG-CDICDBGICDBG 2013 2014 Public ServicesTood 4 Life FY 13141Food For Life Contract Scope of Services.doc 19