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Memorandum of Understanding with Miami Beach Community Church c°'c- 029080 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF MIAMI BEACH AND MIAMI BEACH COMMUNITY CHURCH "1-1 J � This Agreement made and entered into this day of � y"°'' , 201 �by and between the CITY OF MIAMI BEACH, a Florida municipal corporation having its principal office at 1700 Convention Center Drive, Miami Beach, Florida, 33139, (hereinafter referred to as "City"), and the following Community Partner("Community Partner"): • Miami Beach Community Church WHEREAS, the city has determined, through its One-Year Action Plan for federal funds for FY 2015/2016, the necessity for engaging the Community Partner to render the following project in Miami Beach: grocery assistance to benefit of low-and-moderate-income City of Miami Beach residents; and WHEREAS, the One-Year Action Plan for FY 2015/2016 was made available to the public for comment at City Commission meeting on July 8, 2015; and for a 30-day public review and comment period,from July 9, through August 7, 2015. WHEREAS, the Community Partner are providing services for a high priority need identified in the City's FY 2013-2017 Consolidated Plan approved by the City Commission on June 5, 2013; and WHEREAS, the City Manager's designee, as designated in Section 25 herein, shall be responsible for monitoring this MOU on behalf of the City unless otherwise indicated in this MOU; and WHEREAS, on July 8, 2015, pursuant to Resolution No. 2015-29080, the City Commission authorized the City Manager to execute this MOU with the Community Partner for the provision of a Grocery Assistance and Delivery Program to City of Miami Beach residents within the City limits; and NOW, THEREFORE, in consideration of the mutual benefits contained herein, the City and Community Partner agree as follows: Section 1. Agreement Documents: Agreement documents shall consist of this Agreement and the following five(5)exhibits, all of which are attached and incorporated in this Agreement: • Exhibit A-Scope of Services • Exhibit B-Documentation Section 2. Statement of Work: The Community Partner agree to implement the Program in accordance with Exhibits A and B, which Program is summarized as follows: Provision of Grocery Packages: Community Partner will assist with storage of food items from a variety of food distribution sources (including Farm Share, Jetro, Sysco) for the packaging an delivery to low-and- moderate-income City of Miami Beach residents. Delivery of Grocery Packages: Page 1 of 11 Community Partner will deliver grocery bags to 10 low-and-moderate-income City of Miami Beach residents • Section 3. Alterations: Any proposed changes in the Program including, without limitation, the Budget in Exhibit C, shall first be submitted, reviewed, and approved, in writing, by the City Manager, which approval, if given at all, shall be at his/her sole reasonable judgment and discretion. Section 4. Method of Payment and Reporting Requirements: During the Term, Community Partner shall submit monthly Program progress and financial reports to the City by the 5In day of each month. As part of the report submitted in October 2016, the Community Partner also agree 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 a checklist of backup documentation to be used in fulfillment of the monthly reporting 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 due date shall be considered delinquent and may be cause for default and termination of this Agreement, pursuant to Section 12 hereof. Section 5. Monitoring: At its discretion, the City may schedule at least one (1) annual on-site monitoring visit with the Community Partner to evaluate the progress of the Program, and/or to provide technical assistance. Section 6. 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 Community Partner 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/her sole discretion and judgment, that the Funds are no longer available. In the event of such termination, the Community Partner agree 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 Community Partner under the terms of this Agreement. Section 7. Compliance with Local, State and Federal Regulations - The Community Partner agree 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 Community Partner will comply with all State and local (City and County) laws and ordinances hereto applicable. It shall be the Community Partner' 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 8. 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. Page 2 of 11 • Section 9. Term: This Agreement shall be deemed to have commenced retroactively on October 1, 2015, and shall terminate on September 30, 2016, (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 10. Termination of Agreement: 11.1 Termination for Convenience: This Agreement may be terminated by the City, for convenience and without cause, through the City Manager, upon 30 days prior written notice to Community Partner. In the event of such termination for convenience, the City shall cease any payments to Community Partner for costs resulting from obligations which were not approved before the effective date of termination. Community Partner 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 Community Partner '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 Community Partner with written notice of any monies due. Said additional monies shall be due and payable immediately upon receipt of such notice by Community Partner. 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. 11.2 Termination for Cause: Notwithstanding Subsection 11.1 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 Community Partner in writing when the Community Partner 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 Community Partner as a condition precedent to curing the default, if applicable; and (iii) a reasonable cure period, which shall be no less than thirty(30) days from notification date with respect to Subsections 11.2(a), (b), and (d). In the event the Community Partner fail to cure a default under Subsections 11.2(a), (b), and (d) within the aforestated cure period, this Agreement shall be considered terminated for cause, without requiring further notice to Community Partner, and Community Partner shall be solely respon'sible for repayment to the City of all or any portion of Page 3 of 11 the Funds disbursed to Community Partner, as deemed required by the City, in its sole and reasonable discretion. Said monies shall be immediately due and payable by Community Partner. 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. Notwithstanding the foregoing, with respect to Subsection 11.2 (c) and (e), the termination for cause, as described in this section, shall be effective upon receipt of the termination notice, without the opportunity to cure said default. Additionally, if Community Partner has committed similar defaults under Subsections 11.2(a), (b), and (d), on two or more occasions during the term of the Agreement, the termination for cause, as described in this section, shall be effective as of the date the second notice is sent to Community Partner by the City, without the opportunity to cure said default. 11.3 Termination 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 Community Partner 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 11. Equal Employment Opportunities: The Community Partner 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 12. Program Income: Any "Program Income" (as such term is defined under applicable Federal regulations) gained from any activity of the Community Partner funded by CDBG funds shall be reported to the City and utilized by the Community Partner in the operation of the Program. Section 13. 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 §570.200(j). The Community Partner 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. Page 4 of 11 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 14. 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 Community Partner shall 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 CDBG funds. The City's receipt of any Funds on hand at the time of termination, shall not waive the City's right (nor excuse Community Partner' obligation) to recoup all or any portion of the Funds, as the City may deem necessary. Any real property under the Community Partner 's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Community Partner 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 Community Partner 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 Community Partner 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. No payment is required after the period of time specified in subsection (a). Section 15. Conformity to HUD regulations: The Community Partner 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 Community Partner agrees that duly authorized representatives of HUD shall have access to any books, documents, papers and records of the Community Partner that are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts and transcriptions. The Community Partner 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 Community Partner shall comply with the following provisions as applicable: the Uniform Administrative requirements of OMB Circular A-110 (implemented at 24 CFR Part 84, "Uniform Administrative Requirements for Grants and Agreements With Page 5 of 11 Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations"), 24 CFR Part 85 Administrative Requirements for Grants and Cooperative Agreements to State, Local and Federally Recognized Indian Tribal Governments— Procurement, and/or other related CDBG provisions, 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; (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 five 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 Page 6 of 11 d. Subpart D - "After-the-Award Requirements" - except for 84.71, "Closeout Procedures". Section 16. Sponsorships: The Community Partner 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 Community Partner for, on behalf of, and/or about the Program, shall include the statement: "FUNDED BY THE CITY OF MIAMI BEACH GENERAL FUNDS AND CITY OF MIAMI BEACH COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM" In written materials, the words "CITY OF MIAMI BEACH GENERAL FUNDS AND COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS ADMINISTERED BY THE CITY OF MIAMI BEACH OFFICE OF HOUSING AND COMMUNITY SERVICES" shall appear in the same size letters or type as the name of the Community Partner. PP YP Section 17. Examination of Records: The Community Partner 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 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 Community Partner are 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 five (5) years after expiration of this Agreement, with the following exception: if any litigation, claim or audit is started before the expiration date of the five (5) 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. Page 7 of 11 Section 18. Audits and Inspections: At any time during normal business hours, and as often as the City(and/or its representatives) may deem necessary, the Community Partner 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 Community Partner'fiscal year. The Community Partner 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 19. Indemnification/Insurance Requirements: The Community Partner shall indemnify and hold harmless the City, its officers, employees and agents, from any and all claims, liability, losses and causes of action which may arise out of an act, omission, negligence or misconduct on the part of the Community Partner, or any of its agents, officers, servants, employees, contractors, patrons, guests, clients, licensees, invitees, or any persons acting under the direction, control, or supervision of Community Partner, pursuant to this Agreement and/or the Program. The Community Partner 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 judgements which may issue thereon. This Indemnification shall survive the termination and/or expiration of this Agreement. The Community Partner 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. The Community Partner 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$100,000 single limit, subject to adjustment for inflation. The policy must include coverage for contractual liability to cover the above indemnification. 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 Community Partner 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. Page 8 of 11 The City shall have the right to obtain from the Community Partner 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 Community Partner of its obligation to indemnify and hold the City harmless, as required in this section. Section 20. Conflict of Interest: The Community Partner 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 Community Partner covenants that in the performance of this Agreement, no person having such conflicting interest shall be employed. The Community Partner covenants that it will comply with all provisions of 24 CFR 570.611 "Conflict of Interest", and State, County and City of Miami Beach statutes, regulations, ordinances or resolutions governing conflicts of interest. The Community Partner 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 21. 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 COMMUNITY PARTNER 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. In the event that the Community Partner change the Executive Director during the term of the Agreement, such change must be notified in writing to the City within 15 days of such change. Section 22. 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$5,000. Community Partner hereby expresses its willingness to enter into this Agreement with Community Partner' recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$5,000. Accordingly, Community Partner hereby agree that the City shall not be liable to Community Partner for damages in an amount in excess of $5,000, 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 23. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns. Section 24. Notices: All notices required under this Agreement shall be sent to the parties at the following address: Page 9 of 11 City: Jimmy L. Morales, City Manager 1700 Convention Center Drive Miami Beach, FL 33139 City: Silvia Reyes, PH.D., LMHC, Division Director Office of Housing and Community Services Care of: Office of Community Services City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Community Partner: Miami Beach Community Church 1620 Drexel Ave, Miami Beach, FL 33139 [SIGNATURES TO FOLLOW] Page 10 of 11 IN WITNESS WHEREOF, THE CITY OF MIAMI BEACH OFFICE OF HOUSING AND COMMUNITY SERVICES AND HELPING HANDS FOOD KO OP INC. AND MIAMI BEACH COMMUNITY CHURCH have executed this Agreement as of the day and year first written above by their duty authorized representatives. MI7 BEACH COMMUNITY CHURCH 2, z a3, &. Ken Stenicky, Treasurer-Officer Date CITY OF MIAMI BEACH OFFICE OF HOUSING AND COMMUNITY SERVICES 4.114 lit t 6 I s $ , 2 ' h is Reyes, PH.D.` 'C. Division Director Date CITY OF MIAMI BEACH a Florida Municipal corporation ATTEST: ,..._2/ 1 /7/, , / Raf el E. Granad+s' ', ale,",�,C� •i��, Philip Levi -, ,) . or ° \':/ \‘0.e.- ."y%, / INCORP ORATE Date Date � s % ;..... 4,1 4,.-.............**\°1 1-t 26' 4' APPROVED AS TO FORM & LANGUAGE & OR E TION 1' cx- i 9 City Attorneys +"T Dote Page 11 of 11