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Backup Documents 12/13-14/2011 Item #16D 9ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines # 1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line through routing lines # 1 through #4, complete the checklist, and forward to Sue Filson (line #5). Route to Addressee(s) (List in routing order Office Initials Date Uennifer B. White County Attorney p � d,� 12�iS�ll 2. Ian Mitchell, Supervisor Board of County Commissioners SM ( Z �1 fe I 3. Minutes and Records Clerk of Court's Office Number of Original V� 4. St. Matthew's House Contract Documents Attached 5. resolutions, etc. signed by the County Attorney's Office and signature pages from 6. contracts, agreements, etc. that have been fully executed by all parties except the BCC PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell, need to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Contact Sandra Marrero, Grants Coordinator Phone Number 252 -2399 Agenda Date Item was December 13, 2011 Agenda Item Number 16D9 Approved by the BCC Original document has been signed/initialed for legal sufficiency. (All documents to be SM Type of Document Shelter for Abused Women & Children and Number of Original V� Attached St. Matthew's House Contract Documents Attached INSTRUCTIONS & CHECKLIST I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 2.24.05, Revised 9.18.09 Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. Initial Applicable) 1. Original document has been signed/initialed for legal sufficiency. (All documents to be SM signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, . resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials. 2. All handwritten strike- through and revisions have been initialed by the County Attorney's NA Office and all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the SM document or the final negotiated contract date whichever is applicable. 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's SM signature and initials are required. 5. In most cases (some contracts are an exception), the original document and this routing slip NA should be provided Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 6. The document was approved by the BCC on December 13,2011 (enter date) and all SM changes made during the meeting have been incorporated in the attached document. I r! The County Attorney's Office has reviewed the changes, if applicable. I I I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 2.24.05, Revised 9.18.09 16D 9 MEMORANDUM Date: December 19, 2011 To: Sandra Marrero, Grants Coordinator Housing, Human & Veteran Services Department From: Martha Vergara, Deputy Clerk Minutes and Records Department Re: Grant Agreement — HUD Grant #FL0295B4DO61003 Catalog of Federal Domestic Assistance #14.235 The Shelter for Abused Women & Children, Inc. Attached is an original copy of the agreement referenced above, (Item #16D9) approved by the Board of County Commissioners on Tuesday, December 13, 2011. An original of the document mentioned above is being kept by the Minutes and Records Department and will be kept as a part of the Board's Official Records. If you have any questions, please contact me at 252 -7240. Thank you 16D AGREEMENT BETWEEN COLLIER COUNTY AND THE SHELTER FOR ABUSED WOMEN & CHILDREN, INC. Catalog of Federal Domestic Assistance # 14.235 HUD Grant # FL029513413061003 r THIS AGREEMENT, is entered into this �� 1 day of ;, r Pr2l k,— 201) by and between Collier County, a political subdivision of the State of Florida, ( "COUNTY "), and The Shelter for Abused Women & Children, Inc., (SAWCC) a private not - for - profit corporation existing under the laws of the State of Florida, having its principal address as P.O. Box 10102, Naples, FL 34101, and its Federal Tax Identification number as 59- 2752895, hereinafter referred to as ( "SUBRECIPIENT "). WHEREAS, COUNTY applied to the United States Department of Housing and Urban Development (HUD) for the Continuum of Care Supportive Housing Program effective November 15, 2010, and entered into an agreement with the SUBRECIPIENT to act on its behalf in the oversight and administration of the HUD Grant for the execution and implementation of a Continuuum of Care (CoC) Supportive Housing Program (SHP), pursuant to the McKinney Homeless Assistance Act, § 42 USC 11381- 11389; and WHEREAS, the COUNTY believes it to be in the public interest to provide certain activities to Collier County residents through the SUBRECIPIENT according to this Agreement, and WHEREAS, the COUNTY and SUBRECIPIENT, in accordance with HUD requirements, are undertaking certain activities to primarily benefit persons residing in Collier County who are homeless or at risk of being homeless; and WHEREAS, the Collier County Department of Housing, Human and Veteran Services (HHVS) further agrees that it will use due diligence in supervising the SUBRECIPIENT to assure that funds are expended for the purposes intended and that a full accounting for these grants is made; and WHEREAS, HHVS desires to engage the SUBRECIPIENT to implement such undertakings of the CoC -SHP Program as stated in the approved Supportive Housing Program (SHP) application as valid and worthwhile County purposes. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the Parties as follows: ARTICLE ONE: DEFINITIONS AND PURPOSE: A. DEFINITIONS (1) "COUNTY" means Collier County, and where applicable, its authorized representative(s). (2) "HHVS" means Collier County's Department of Housing, Human and Veteran Services, and where applicable, its authorized representative(s). (3) "HHVS Approval" means the written approval of the HHVS or its designee. (4) "SUBRECIPIENT" means Shelter for Abused Women & Children (SAWCC) and where applicable its authorized representative(s). CoC SAWCC F1,029513413061003 2010 Grant Operating and Supportive Services Page 1 of 15 16D 9 (5) "HUD" means the U.S. Department of Housing and Urban Development or a person authorized to act on its behalf. (6) "Project" means the work contemplated to be performed as set forth in Exhibit "A." (7) "SHP" means Supportive Housing Program. (8) "Beneficiaries" means persons who are homeless or at -risk of homelessness. ARTICLE TWO: SCOPE OF SERVICES The SUBRECIPIENT shall, in a satisfactory and proper manner, as determined by HHVS, perform the tasks necessary to conduct the program outlined in Exhibit "A," and shall submit each request for reimbursement using Exhibit "B" along with the monthly submission of Exhibit "C," all of which are attached hereto and made a part hereof. ARTICLE THREE: TIME OF PERFORMANCE The effective date of this Agreement shall be July 1, 2011. SUBRECIPIENTS are authorized to incur eligible expenses after that date. The services of the SUBRECIPIENT shall be undertaken and completed in light of the purposes of this Agreement. In any event, all services required hereunder shall be completed by the SUBRECIPIENT prior to June 30, 2012. Any funds not obligated by the expiration date of the Agreement shall automatically revert to the COUNTY. ARTICLE FOUR: CONSIDERATION AND LIMITATION OF COSTS A. The SUBRECIPIENT shall be reimbursed by the COUNTY using HUD funding for allowable costs, determined by the COUNTY, in an amount not to exceed $113,000.00 (ONE HUNDRED THIRTEEN THOUSAND DOLLARS) for the services described in Exhibit "A" of which, $113,000.00 (ONE HUNDRED THIRTEEN THOUSAND DOLLARS) will go to the SAWCC with $0.00 (ZERO DOLLARS) of the original amount to be retained for SUBRECIPIENT grant administration. In the event the project costs exceed the stated amount, the SUBRECIPIENT shall be responsible for the excess. B. All improvements specified in Exhibit "A" shall be performed by SUBRECIPIENT employees, or shall be put out to competitive bidding under a procedure acceptable to the COUNTY and federal requirements. The SUBRECIPIENT shall enter into contract for improvements with the lowest responsive and responsible bidder. Contract administration shall be handled by the SUBRECIPIENT and monitored by the COUNTY, which shall have access to all records and documents related to the project. C. SUBRECIPIENT shall be responsible for providing match funding. SUBRECIPIENT shall not seek reimbursement from the COUNTY general funds for this match funding. The SUBRECIPIENT may be eligible for other federal grant opportunities. ARTICLE FIVE: PAYMENTS/NOTICES A. Eligible invoiced payments made by the SUBRECIPIENT in support of this agreement will be reimbursed by HHVS using HUD funding. Payments will be limited to items in Exhibit "A." B. Should a project receive additional funding after the commencement of this Agreement, the SUBRECIPIENT shall notify HHVS in writing within thirty (30) days of receiving notification from the funding source and submit a cost allocation plan for approval by HHVS within forty-five (45) days of said official notification. C. The SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available for specified activities. CoC SAWCC FL0295B4DO61003 2010 Grant Operating and Supportive Services Page 2 of 15 16n, 9 D. The SUBRECIPIENT shall submit payment requests to HHVS using the cover sheet in Exhibit "B," which is attached hereto and made a part hereof. These requests will only be approved if: 1. The contractor's /vendors request for payment has been reviewed and approved by the SUBRECIPIENT as stated on the Certificate of Payment and the attached original invoice. In no event shall the HHVS provide advance funding to the SUBRECIPIENT or any other subcontractors /vendors hereunder. 2. For purposes of this section, originals of invoices, receipts, or other evidence of indebtedness shall be considered proper documentation. When original documents cannot be presented, the SUBRECIPIENT must adequately justify their absence, in writing, and furnish copies. 3. Upon receipt of the above enumerated documentation, and approval by the SUBRECIPIENT' S Chair or designee, payment shall be made by HHVS. 4. All notices required to be given under this Agreement shall be sufficient when delivered to HHVS at its office, presently located at 3339 E. Tamiami Trail, Suite 211, Naples, Florida 34112 -5361, and to the SUBRECIPIENT when delivered to its office at the address listed on page one (1) of this Agreement. E. All disbursements by the SUBRECIPIENT must be fully documented to HHVS so as to be available, on request, for inspection or audit in accordance with the provisions of ARTICLE NINE herein below. F. The SUBRECIPIENT shall render a final and complete statement to HHVS of all costs and charges for services not previously invoiced. HHVS shall not be responsible for payment of any charges, claims, or demands of the SUBRECIPIENT incurred after month June 30, 2012. ARTICLE SIX: COMPLIANCE WITH FEDERAL RULES, REGULATIONS AND LAWS The SUBRECIPIENT agrees to comply with the requirements of 24 CFR Part 583, of the HUD regulations concerning the Supportive Housing Program and all federal regulations. LOCAL AND FEDERAL RULES, REGULATIONS AND LAWS The SUBRECIPIENT agrees to comply with any applicable laws, ordinances, regulations and orders of the State, local and Federal governments, including, but not limited to: 24 CFR 583, as amended - The regulations governing the Supportive Housing Program. 2. 24 CFR 58 - The regulations prescribing the Environmental Review procedure. Title VI of the 1984 Civil Rights Act, 42 USC § 2000d, et. seq. 4. 24 CFR 107 - The regulations issued pursuant to Executive Order 11063 which prohibits discrimination and promotes equal opportunity in housing. 5. Executive Order 11246 ( "Equal Employment Opportunity "), as amended by Executive Orders 11375 and 12086 - which establishes hiring goals for minorities and women on projects assisted with federal funds. 6. Title VII of the 1968 Civil Rights Act as amended by the Equal Employment Opportunity Act of 1972, 42 USC § 2000e, et. seq. CoC SAWCC FL029513413061003 2010 Grant Operating and Supportive Services Page 3 of 15 16D 9 7. 24 CFR 135 — Regulations outlining requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended. 8. Age Discrimination Act of 1975. 9. Contract Work Hours and Safety Standards Act, 40 USC 327 -332. 10. Section 504 of the Rehabilitation Act of 1973, 29 USC 776(b)(5). 11. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended. 12. The SUBRECIPIENT agrees that any construction or rehabilitation of residential structures with assistance provided under this contract shall be subject to HUD Lead -Based Paint Poisoning Prevention Act found at 24 CFR 583.330(d). 13. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 USC 4002), the SUBRECIPIENT shall assure that for activities located in an area identified by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained. If appropriate, a letter of map amendment (LOMA) may be obtained from FEMA, which would satisfy this requirement and/or reduce the cost of said flood insurance. projects. 14. Executive Order 11914 - Prohibits discrimination with respect to the handicapped in federally assisted 15. Public Law 100 -430 - the Fair Housing Amendments Act of 1988. 16. OMB Circular A -133 - concerning annual audits. 17. OMB Circular A -122 - which identifies cost principles. 18. 24 CFR 84 - Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Other Non - Profit Organizations. 19. 24 CFR 85 - Uniform Administrative Requirements for Grants and Agreements to State and Local Governments. 20. Immigration Reform and Control Act of 1986 as located at 8 USC 1324, et seq. and regulations relating thereto. Failure by the SUBRECIPIENT to comply with the laws referenced herein shall constitute a breach of this agreement, and the County shall have the discretion to unilaterally terminate this agreement immediately. 21. Chapter 112, Florida Statutes. 22. Prohibition Of Gifts To County Employees - No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, as amended, and County Administrative Procedure 5311. 23. Order of Precedence - In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the CoC SAWCC F1,029513413061003 2010 Grant Operating and Supportive Services Page 4 of 15 terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at Owner's discretion. 24. Venue - Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. Dispute Resolution - Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of SUBRECIPIENT with full decision- making authority and by COUNTY'S staff person who would make the presentation of any settlement reached during negotiations to COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of SUBRECIPIENT with full decision - making authority and by COUNTY'S staff person who would make the presentation of any settlement reached at mediation to COUNTY'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under § 44.102, Fla. Stat. 26. The SUBRECIPIENT shall comply with Section 3 of the Housing and Community Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). Section 3 of the HUD Act of 1968 requires, to the greatest extent feasible, that recipients of HUD funds (and their contractors and subcontractors) provide jobs and other economic opportunities to low- income persons, particularly public housing residents. Section 3 helps create employment for low- income persons and provides contracting opportunities for businesses that are owned by low- income people or that provide employment to low- income people. Contract administration shall be handled by the SUBRECIPIENT and monitored by the COUNTY. ARTICLE SEVEN: PROJECT PUBLICITY Any news release or other type of publicity pertaining to the project as stated herein must recognize the COUNTY as the recipient funded by HUD and the entity that provided funds for the project. ARTICLE EIGHT: MANAGEMENT ASSISTANCE The HHVS Grant Coordinator will be available to the SUBRECIPIENT to provide guidance on HUD requirements. ARTICLE NINE: MAINTENANCE OF RECORDS The SUBRECIPIENT shall maintain the following records. A. The SUBRECIPIENT shall maintain such records, accounts, property records, and personnel records, as are deemed necessary by HHVS to assure proper accounting of project funds and compliance with the provisions of this Agreement. The SUBRECIPIENT shall maintain all necessary financial records as required by HUD Regulations and shall maintain the following financial records: CoC SAWCC FL0295134D061003 2010 Grant Operating and Supportive Services Page 5 of 15 An invoice and a copy of a warranty for all items purchased and paid for under standard SUBRECIPIENT procedures. 2. The current, prevailing Agreement, all project contracts and corresponding billings and copies of warranties. 3. HHVS will require audit and record keeping requirements. All records shall be in sufficient detail to permit proper pre -audit and post audit of all expenditures. B. The SUBRECIPIENT shall maintain records showing compliance with federal and local purchasing requirements and with other requirements for grant implementation. C. The SUBRECIPIENT shall maintain project records and financial information so that HUD could conduct an audit of CoC -SHP activities and funds. All audits covering the use of CoC -SHP funds shall be provided to the HHVS Grant Coordinator. Reimbursement will be contingent upon the timely receipt of complete and accurate reports required by this Agreement and on the resolution of monitoring or audit findings identified pursuant to this Agreement. D. All records and contracts of whatever nature required by this Agreement shall be available for audit, inspection or copying at any time during normal business hours and as often as the HHVS Grant Coordinator or HUD, may deem necessary. HHVS shall have the right to obtain and inspect any audit pertaining to the performance of this Agreement made by any local, state or federal agency. The SUBRECIPIENT shall retain all of its records and supporting documentation applicable to the Agreement for a period of not less than three (3) years after the starting date of this HUD Agreement or, if audit findings have not been resolved at the end of the three (3) year period, the records shall be retained until resolution of the audit findings. Federal auditors and any person duly authorized by HUD or HHVS shall have the right to examine any of the said materials at any time during regular business hours. ARTICLE TEN: MONTHLY REPORTS, EVALUATIONS, AUDITS AND INSPECTIONS The SUBRECIPIENT agrees to provide HHVS with monthly status reports no later than the 10`h of every month as shown in Exhibit "C" beginning the month of contract execution and final report summarizing progress, timetables, and financial information for monitoring and evaluating all aspects of project activities. SUBRECIPIENT will be required to submit its Annual Performance Report (APR) to HHVS by September 15, 2012. Reimbursement will be contingent on the timely receipt of complete and accurate reports required by this Agreement, and on the resolution of monitoring or audit findings identified pursuant to this Agreement. HHVS shall have the right under this Agreement to suspend or terminate reimbursement until the SUBRECIPIENT complies with any additional conditions that may be imposed by HHVS, or HUD at any time. The SUBRECIPIENT will be required to submit to HHVS a written attestation they are not debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension" by July 1" of each year through the end of the grant. AUDITS AND INSPECTIONS At any time during normal business hours and as often as HHVS, HUD, or the Comptroller General of the United States may deem necessary, there shall be made available by the SUBRECIPIENT to HHVS, or HUD, or the Comptroller CoC SAWCC FL0295B4DO61003 2010 Grant Operating and Supportive Services Page 6 of 15 160 9 General for examination all its records with respect to all matters covered by the Agreement. The SUBRECIPIENT agrees to comply with the provisions of the Single Audit Act of 1984, as amended, as it pertains to this Agreement and any subcontracts entered into under this Agreement. This will require the SUBRECIPIENT to submit a single audit, including any management letter, made in accordance with the general program requirements of OMB Circulars A -110 (Uniform Administrative Requirement for Federal Grants), A -122 (Cost Principles for Non - Profit Organizations), A -133 (Audits of State, Local Governments, and Non - Profit Organizations), and other applicable regulations within one hundred and eighty (180) days after the end of any fiscal year covered by this agreement in which Federal funds from all sources are expended. Said audit shall be made by a Certified Public Accountant of the SUBRECIPIENT's choosing. The SUBRECIPIENT shall provide such audit to HHV S. In the event the SUBRECIPIENT anticipates a delay in producing such audit or audited financial statements, the SUBRECIPIENT shall request an extension in advance of the deadline. The cost of said audit shall be borne by the SUBRECIPIENT. In the event the SUBRECIPIENT is exempt from having an audit conducted under A -133 (Audits of State, Local Governments, and Non - Profit Organizations), the County reserves the right to require submission of audited financial statements and/or to conduct a "limited scope audit" of the SUBRECIPIENT as defined in A -133. The County will be responsible for providing technical assistance to the SUBRECIPIENT, as deemed necessary by the County. GRANT CLOSEOUT PROCEDURES SUBRECIPIENT'S obligation to the COUNTY shall not end until all closeout requirements are completed. Activities during this closeout period shall include, but not be limited to: making final payments, disposing of program assets (including the return of all program income balances, and receivable accounts to the COUNTY), and determining the custodianship of records. ADDITIONAL HOUSING HUMAN & VETERAN SERVICES COUNTY AND HUD REQUIREMENTS The SUBRECIPIENT agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available for specified activities. WRITTEN APPROVALS (1) All subcontracts and agreements proposed to be entered into by the SUBRECIPIENT pursuant to this Agreement; (2) All capital equipment expenditures of $1,000 or more; (3) All out -of -town travel (travel shall be reimbursed in accordance with Chapter 112, Fla. Stat. unless otherwise required by CDBG); (4) All change orders; (5) All requests to utilize uncommitted funds after the expiration of this agreement for programs described in Exhibit "A "; and (6) All rates of pay and pay increases paid out of CoC -SHP funds, whether for merit or cost of living. ARTICLE ELEVEN: CONTRACTS All contracts made by the SUBRECIPIENT to carry out the activities described in Exhibit "A" shall be made in accordance with all applicable laws, rules and regulations stipulated in this Agreement. Any work or services subcontracted hereunder shall be specified by written contract or Agreement and shall be subject to each Article set forth in this Agreement. CoC SAWCC 171,029513413061003 2010 Grant Operating and Supportive Services Page 7 of 15 160 9 ARTICLE TWELVE: CONFLICT OF INTEREST No employee, agent, consultant, officer or elected official or appointed official of the SUBRECIPIENT who exercises or have exercised any function or responsibility with respect to COC -SHP activities assisted under or who are in the position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a COC -SHP assisted activity, or have a financial interest in any contract, subcontract or agreement with respect to an COC -SHP assisted activity or with respect to the proceed of the COC -SHP assisted activity, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. ARTICLE THIRTEEN:. AMENDMENTS The County may, at its discretion, amend this Agreement to conform to changes required by Federal, State, County, or HUD guidelines, directives, and objectives. Such amendments shall be incorporated by written amendment as a part of this Agreement and shall be subject to approval of Collier County. Except as otherwise provided herein, no amendment to this Agreement shall be binding on either party unless in writing, approved by the County and signed by each Party's authorized representatives. No Amendments to this agreement will be granted 90 days prior to end date of June 30, 2012. ARTICLE FOURTEEN: INDEMNIFICATION To the maximum extent permitted by Florida law, SUBRECIPIENT shall indemnify and hold harmless Collier County, and its officers, employees from any and all liabilities, claims, damages, penalties, demands, judgments, actions, proceedings, losses or costs, including, but not limited to, reasonable attorney' fees and paralegals' fees, whether resulting from any claimed breach of the Agreement by SUBRECIPIENT or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of SUBRECIPIENT or anyone employed by the SUBRECIPIENT in performance of this Agreement. ARTICLE FIFTEEN: TERMINATION In event of termination for any of the reasons identified in sub - sections 1 -3 as follows, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports prepared, and capital equipment secured by the SUBRECIPIENT with funds under this Agreement shall be returned to HHVS or the COUNTY. In the event of termination, the SUBRECIPIENT shall not be relieved of liability to the COUNTY for damages sustained by the COUNTY by virtue of any breach of the Contract by the SUBRECIPIENT, and the COUNTY may withhold any payment to the SUBRECIPIENT for set -off purposes until such time as the exact amount of damages due to the COUNTY from the SUBRECIPIENT is determined. TERMINATION FOR CAUSE If through any cause either party shall fail to fulfill in timely and proper manner its obligations under this Agreement, or if either party shall violate any of the covenants, agreements, or stipulations of this Agreement, either party shall thereupon have the right to terminate this Agreement in whole or part by giving written notice of such termination to the other party and specifying therein the effective date of termination. (See 24 CFR 85.43.) 2. TERMINATION FOR CONVENIENCE At any time during the term of this Agreement, either party may, at its option and for any reason, terminate this Agreement upon ten (10) working days written notice to the other party. Upon termination, the COUNTY shall pay the CoC SAWCC F1,029513413061003 2010 Grant Operating and Supportive Services Page 8of15 16D 9 SUBRECIPIENT for services rendered pursuant to this Agreement through and including the date of termination. (See 24 CFR 85.44.) 3. TERMINATION DUE TO CESSATION In the event the grant to the COUNTY under Title I of the Housing and Community Development Act of 1974 (as amended) is suspended or terminated, this Agreement shall be suspended or terminated effective on the date that HUD specifies. ARTICLE SIXTEEN: INSURANCE The SUBRECIPIENT shall procure and maintain adequate insurance coverage, as determined by its insurance agent through a site visit and by providing a copy of COC -SHP grant application and the scope of the project in Exhibit "A." The insurance agent is to assess the risks and provide a report to the SUBRECIPIENT and HHVS as to the need for additional insurance to cover risks associated with the project and to state whether or not they are adequately insured within ten (10) days of signing of this Agreement. The SUBRECIPIENT at its expense must purchase additional coverage if it is so determined upon presentation of the report through the completion of the project. BUSINESS AUTOMOBILE LIABILITY The SUBRECIPIENT shall agree to maintain Business Automobile Liability at a limit of liability not less than $100,000 per person and $200,000 per accident/occurrence per Florida Statutes § 768.28 and $2,000,000 per accident for federal and outside Florida litigation per Florida Statutes § 768.28 for all owned, non -owned and hired automobiles. The SUBRECIPIENT shall agree to maintain physical damage coverage for a period not less than ten (10) years with deductibles not exceeding $1000 for Comprehensive and Collision. Collier County Board of County Commissioners shall be endorsed to the policy as a Loss Payee. The SUBRECIPIENT shall agree to be fully responsible for any deductibles, self - insured retention or uncovered losses. The SUBRECIPIENT agrees this coverage shall be provided on a primary basis. ADDITIONAL INSURED The SUBRECIPIENT shall agree to endorse the County as an Additional Insured with a CG 2026 Additional Insured - Designated Person or Organization endorsement, or its equivalent, to the Commercial General Liability. The Additional Insured endorsement shall read "Collier County Board of County Commissioners, a Political Subdivision of the State of Florida its Officers Employees and Agents, c/o Department of Housing, Human & Veteran Services ". The SUBRECIPIENT shall agree the Additional Insured endorsements provide coverage on a primary basis. CERTIFICATE OF INSURANCE The SUBRECIPIENT shall agree to deliver to the County a certificate(s) of insurance evidencing the required insurance is in full force and effect within thirty (30) calendar days prior to the execution of this Agreement by the County. A minimum thirty (30) day endeavor to notify due to cancellation or non - renewal of coverage shall be included on the certificate(s). ARTICLE SEVENTEEN: WAIVER The SUBRECIPIENT will not waive any of the duties and obligations under the contract without the express written consent of HHVS. CoC SAWCC FL0295B413061003 2010 Grant Operating and Supportive Services Page 9 of 15 16D 9 ARTICLE EIGHTEEN: SALES TAX INDEMNIFICATION The State of Florida requires payment of sales tax on the transfer of tangible personal property. H14VS will provide a resale certificate to be completed by the SUBRECIPIENT whereby SUBRECIPIENT represents and warrants that it has filed for and received an exemption from Florida Department of State for sales taxes. The SUBRECIPIENT further agrees to indemnify and hold harmless the COUNTY and /or HHVS from any and all taxes, penalties, interest and professional fees associated with the collection of any sales tax under the COC -SHP grant. ARTICLE NINETEEN: NON - ASSIGNABILITY Pursuant to 24 CFR 583.405, the SUBRECIPIENT may not assign this Agreement without the prior written consent of HHV S and HUD. ARTICLE TWENTY: ENTIRE UNDERSTANDING This Agreement and its provisions merge any prior agreements, if any, between the parties hereto and constitutes the entire understanding. The parties hereby acknowledge that there have been and are no representations, warranties, covenants, or undertakings other than those expressly set forth herein. WITNESS our Hands and Seals on this day of ,&r P rr� t'r�� , 20_. ATTEST: BOARD OF COUNTY COMMISSIONERS OF COLLIER DWIGHT E. BFQCK CLE RK COUNTY, FLORIDA BY: BY: rk FRED COYLE, CHAIRMA Dated. r' vr. First Witness C // -so 4� Signature �•�c� Sr4n/y�� Type /print witness name Second Witness: �M' f&)BMfLCX-1 Qnature 9 - bs-LoCINA Type /print witness name CoC SAWCC 171,029513413061003 2010 Grant Operating and Supportive Services THE SHELTER FOR ABUSED WOMEN & CHILDREN, INC. BY: Sub�recipient Signature Lir✓oA �E�el4 ar, t Ee- uT•v.r /,,ZCE-1To�L Type /print Subrecipient name and title Approved as to form and legal sufficiency: r Jennifer B. White JQ., Assistant County Attorney �1 Page 10 of 15 16D 9 EXHIBIT "A" SCOPE OF SERVICES THE SHELTER FOR ABUSED WOMEN & CHILDREN, INC., OPERATING, SUPPORTIVE SERVICES THE SUBRECIPIENT AGREES TO: A. PROJECT SCOPE: The intended outcome of this funding is to provide funding to SAWCC in order to provide Operating, Supportive, and Administrative Services to run day to day operations for its programs. Activities /items /services will include but not be limited to, Salary, taxes, benefits, for staff, materials for life skills, education, and childcare for program participants, maintenance, supplies, services, utilities, taxes and insurance. SAWCC will be providing match in the amount of 20% of the Supportive Services budget, and 25% of the Operating Services budget towards the grant. The SUBRECIPIENT further agrees that HHVS, in consultation with any parties HHVS deems necessary, shall be the final arbiter on the SUBRECIPIENT's compliance with the above. B. BUDGET: Line Item: COC -SHP Funds Other: $113,000 Supportive Services - Transitional Living Advocate (Case Management) 1 FTE 80% of Salary, taxes & benefits $ 38,300 -Child Care, 1FTE Supervisor 80% of Salary, taxes & benefits $ 46,200 - Materials for life skills, 80 % of costs (education, child Care supplies Child Care for program participants) $ 8,400 TOTAL SUPPORTIVE SERVICES $ 92,900 Operating Services - Maintenance, 1FTE Facilities Administrator 10% of salary, taxes & benefits $ 4,700 - Building Supplies, services, repairs, utilities, insurance Maintenance, 75% of cost $ 15,400 TOTAL OPERATING COSTS $ 20,100 GRANT TOTAL $113,000 MATCH: SUPPORTIVE SERVICES (20% FROM SAWCC) $ 23,225.00 OPERATING SERVICES (25% FROM SAWCC) $ 6,700.00 TOTAL MATCH FROM SAWCC $ 29,925.00 TOTAL PROJECT BUDGET WITH MATCH $142,925.00 CoC SAWCC FL0295B4DO61003 2010 Grant Operating and Supportive Services Page 11 of 15 16D 9 *Per COC application requirements, the subrecipient is responsible for match contributions. Match documentation must be submitted to HHVS prior to any expenditure of grant funds. Any indirect costs charged must be consistent with the conditions of this Agreement. If indirect costs are charged, the SUBRECIPIENT, as SUBRECIPIENT, will develop an indirect cost allocation plan for determining the appropriate SUBRECIPIENT share of administrative costs and shall submit such plan to HHVS, on behalf of the COUNTY, as the Grantee, for HHVS approval, in a form specified by HHVS. C. FORMER PROJECTS: Failure to adequately maintain any former HUD funded projects may result in the delay of processing reimbursement requests for ongoing activities or in the forfeiture of future HUD Grant funds. PROJECT WORK PLAN The following Project Work Plan is in effect for program monitoring requirements only and as such, is not intended to be used as a payment schedule. Date Start Date End Work Plan July 1, 2011 June 30, 2012 Provide Supportive and Operating Services until all grant funds have been expended D. PAYMENT SCHEDULE The following table details the project deliverables and payment schedule. Deliverable Payment Schedule Demonstration of Monthly upon invoicing of allowable expenses completion of an operating or supportive service expense E. REPORTS: The SUBRECIPIENT shall submit detailed monthly progress reports to the HHVS coordinator outlining the status of specific activities under the project. Each report must account for the total activity for which the SUBRECIPIENT is reimbursed with COC -SHP funds, in part or in whole, and which is required in fulfillment of their obligations regarding the Project. See Exhibit C for progress reports. The progress reports shall be used as an additional basis for HHVS approval of invoices, etc. for reimbursement. SUBRECIPIENT will be required to submit its Annual Performance Report (APR) to HHVS by September 15, 2012. The Subrecipient will be responsible for providing all reporting data to Collier County upon request regarding the Federal Funding Accountability and Transparency Act (FFATA) , CoC SAWCC FL029513413061003 2010 Grant Operating and Supportive Services Page 12 of 15 EXHIBIT `B" COLLIER COUNTY HOUSING AND GRANTS SECTION REQUEST FOR PAYMENT SECTION I: REOUEST FOR PAYMENT Subrecipient Name: SAWCC Subrecipient Address: P.O. Box 10102, Naples FL 34101 Project Name: 2010 -Grant Operating and Supportive Services CoC -SHP Project No: Payment Request # SECTION II: STATUS OF FUNDS 1. Grant Amount Awarded Activity # Dollar Amount Requested: $. 2. Sum of Past Claims Paid on this Account 3. Total Grant Amount Awarded Less Sum Of Past Claims Paid on this Account 4. Amount of Previous Unpaid Requests 5. Amount of Today's Request 6. Current Grant Balance (Initial Grant Amount Awarded Less Sum of all Requests) 7. If applicable amount held as retainage to date by the County, if not retained by the sub - recipient. 160 9 113.000 I certify that this request for payment has been drawn in accordance with the terms and conditions of the Agreement between the County and us as the Sub - recipient. I also certify that the amount of the Request for Payment is not in excess of current needs. By signing this request I'm assuring that all of the work has been completed to this organizations satisfaction. Signature Date Title Authorizing Grant Coordinator Supervisor Director (Signature not required if under $15,000.00) CoC SAWCC FL0295B4DO61003 2010 Grant Operating and Supportive Services Page 13 of 15 16D 9 EXHIBIT "C" CDBG MONTHLY PROGRESS REPORT Complete form for past month and submit to Housing and Grants Section staff by the 10'" of the following month. Status Report for Month of Submittal Date: Project Name:_ 2010 -Grant Operating and nd Supportive Services CoC -SHP Project Number : FL0295B413061003 Activity Number: Subrecipient: Contact Person: Marci Sanders Telephone: 239 - 280 -1350 Fax: 239 - 775 -3061 E -mail: msanders@naplesshelter.org 1. Activity Status/Milestones (describe any action taken, relating to this project, during the past month): 2. What events /actions are scheduled for the next two months? 3. Describe any affirmative marketing you have implemented regarding this project. Please list and attach any recent media coverage of your organization relating to this project. 4. List any additional data relevant to the outcome measures listed on the application for this project. 5. Identify any potential issues that may cause delay. 6. Progress on Completion of the Grant Activity (s): CoC SAWCC FL029513413061003 2010 Grant Operating and Supportive Services Page 14 of 15 16D 9 7. Progress on Completion of the Grant Activity (s): For each funded activity, provide a concise written narrative that compares work accomplished to date versus planned timeframes for completion of the activity as outlined in your application. Provide detailed explanations for any delays in carrying out a grant activity, its cause, and steps being taken to assure completion of the activity or use by June 30, 2012. Should any activity be identified as facing the likelihood of NOT BEING COMPLETED BY June 30, 2012, report on the activity, the cause, and corrective actions. CoC SAWCC FL0295134D061003 2010 Grant Operating and Supportive Services Page 15 of 15 16D 9 MEMORANDUM Date: December 19, 2011 To: Sandra Marrero, Grants Coordinator Housing, Human & Veteran Services Department From: Martha Vergara, Deputy Clerk Minutes and Records Department Re: Grant Agreement — HUD Grant #FL0295B4DO61003 Catalog of Federal Domestic Assistance #14.235 St. Matthew's House, Inc. Attached is an original copy of the agreement referenced above, (Item #16D9) approved by the Board of County Commissioners on Tuesday, December 13, 2011. An original of the document mentioned above is being kept by the Minutes and Records Department and will be kept as a part of the Board's Official Records. If you have any questions, please contact me at 252 -7240. Thank you 160 $0 AGREEMENT BETWEEN COLLIER COUNTY AND ST. MATTHEW'S HOUSE, INC. Catalog of Federal Domestic Assistance # 14.235 HUD Grant # FL0295134D061003 fh / THIS AGREEMENT, is entered into this day of ��r�m br'Y 201[, by and between Collier County, a political subdivision of the State of Florida, ( "COUNTY "), and the St. Matthew's House, a private not -for- profit corporation existing under the laws of the State of Florida, having its principal address as 2001 Airport Rd. South, Naples, FL 34112, and its Federal Tax Identification number as 65- 111050, hereinafter referred to as ( "SUBRECIPIENT "). WHEREAS, COUNTY applied to the United States Department of Housing and Urban Development (HUD) for the Continuum of Care Supportive Housing Program effective November 15, 2010, and entered into an agreement with the SUBRECIPIENT to act on its behalf in the oversight and administration of the HUD Grant for the execution and implementation of a Continuuum of Care (CoC) Supportive Housing Program (SHP), pursuant to the McKinney Homeless Assistance Act, § 42 USC 11381 - 11389; and WHEREAS, the COUNTY believes it to be in the public interest to provide certain activities to Collier County residents through the SUBRECIPIENT according to this Agreement, and WHEREAS, the COUNTY and SUBRECIPIENT, in accordance with HUD requirements, are undertaking certain activities to primarily benefit persons residing in Collier County who are homeless or at risk of being homeless; and WHEREAS, the Collier County Department of Housing, Human and Veteran Services (HHVS) further agrees that it will use due diligence in supervising the SUBRECIPIENT to assure that funds are expended for the purposes intended and that a full accounting for these grants is made; and WHEREAS, HHVS desires to engage the SUBRECIPIENT to implement such undertakings of the CoC -SHP Program as stated in the approved Supportive Housing Program (SHP) application as valid and worthwhile County purposes. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the Parties as follows: ARTICLE ONE: DEFINITIONS AND PURPOSE: A. DEFINITIONS (1) "COUNTY" means Collier County, and where applicable, its authorized representative(s). (2) "HHVS" means Collier County's Department of Housing, Human and Veteran Services, and where applicable, its authorized representative(s). (3) "HHVS Approval" means the written approval of the HHVS or its designee. (4) " SUBRECIPIENT" means St. Matthew's House Inc. and where applicable its authorized St. Matthew's House, Inc. FL029513413061003 ;2010 Grant Page 1 of 16 16D 9 representative(s). (5) "HUD" means the U.S. Department of Housing and Urban Development or a person authorized to act on its behalf. (6) "Project" means the work contemplated to be performed as set forth in Exhibit "A." (7) "SHP" means Supportive Housing Program. (8) `Beneficiaries" means persons who are homeless or at -risk of homelessness. ARTICLE TWO: SCOPE OF SERVICES The SUBRECIPIENT shall, in a satisfactory and proper manner, as determined by HHVS, perform the tasks necessary to conduct the program outlined in Exhibit "A," and shall submit each request for reimbursement using Exhibit "B" along with the monthly submission of Exhibit "C," all of which are attached hereto and made a part hereof. ARTICLE THREE: TIME OF PERFORMANCE The effective date of this Agreement shall be October 1, 2011. Subrecipients are authorized to incur eligible expenses after that date. The services of the SUBRECIPIENT shall be undertaken and completed in light of the purposes of this Agreement. In any event, all services required hereunder shall be completed by the SUBRECIPIENT prior to September 30, 2012. Any funds not obligated by the expiration date of the Agreement shall automatically revert to the COUNTY. ARTICLE FOUR: CONSIDERATION AND LIMITATION OF COSTS A. The SUBRECIPIENT shall be reimbursed by the COUNTY using HUD funding for allowable costs, determined by the COUNTY, in an amount not to exceed $110,423.00 (ONE HUNDRED TEN THOUSAND FOUR HUNDRED TWENTY THREE DOLLARS) for the services described in Exhibit "A" of which, $107,730.00 (ONE HUNDRED SEVEN THOUSAND SEVEN HUNDRED THIRTY DOLLARS) will go to the ST. MATTHEW'S HOUSE, INC. with $2,693.00 (TWO THOUSAND SIX HUNDRED NINETY THREE DOLLARS) of the original amount to be retained for SUBRECIPIENT grant administration. In the event the project costs exceed the stated amount, the SUBRECIPIENT shall be responsible for the excess. B. All improvements specified in Exhibit "A" shall be performed by SUBRECIPIENT employees, or shall be put out to competitive bidding under a procedure acceptable to the COUNTY and federal requirements. The SUBRECIPIENT shall enter into contract for improvements with the lowest responsive and responsible bidder. Contract administration shall be handled by the SUBRECIPIENT and monitored by the COUNTY, which shall have access to all records and documents related to the project. C. SUBRECIPIENT shall be responsible for providing match funding. SUBRECIPIENT shall not seek reimbursement from the COUNTY general funds for this match funding. The SUBRECIPIENT may be eligible for other federal grant opportunities. ARTICLE FIVE: PAYMENTS/NOTICES A. Eligible invoiced payments made by the SUBRECIPIENT in support of this agreement will be reimbursed by HHVS using HUD funding. Payments will be limited to items in Exhibit "A." B. Should a project receive additional funding after the commencement of this Agreement, the SUBRECIPIENT shall notify HHVS in writing within thirty (30) days of receiving notification from the funding source and submit a cost allocation plan for approval by HHVS within forty-five (45) days of said official notification. St. Matthew's House, Inc. FL029513413061003 2010 Grant Page 2 of 16 160 9 C. The SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available for specified activities. D. The SUBRECIPIENT shall submit payment requests to HHVS using the cover sheet in Exhibit "B," which is attached hereto and made a part hereof. These requests will only be approved if: 1. The contractor's /vendors request for payment has been reviewed and approved by the SUBRECIPIENT as stated on the Certificate of Payment and the attached original invoice. In no event shall the HHVS provide advance funding to the SUBRECIPIENT or any other subcontractors /vendors hereunder. 2. For purposes of this section, originals of invoices, receipts, or other evidence of indebtedness shall be considered proper documentation. When original documents cannot be presented, the SUBRECIPIENT must adequately justify their absence, in writing, and furnish copies. 3. Upon receipt of the above enumerated documentation, and approval by ST. MATTHEW'S HOUSE, INC., Chair or designee, payment shall be made by HHVS. 4. All notices required to be given under this Agreement shall be sufficient when delivered to 14HVS at its office, presently located at 3339 E. Tamiami Trail, Suite 211, Naples, Florida 34112 -5361, and to the SUBRECIPIENT when delivered to its office at the address listed on page one (1) of this Agreement. E. All disbursements by the SUBRECIPIENT must be fully documented to HHVS so as to be available, on request, for inspection or audit in accordance with the provisions of ARTICLE NINE herein below. F. The SUBRECIPIENT shall render a final and complete statement to HHVS of all costs and charges for services not previously invoiced. H14VS shall not be responsible for payment of any charges, claims, or demands of the SUBRECIPIENT incurred after month September 30, 2012. ARTICLE SIX: COMPLIANCE WITH FEDERAL RULES, REGULATIONS AND LAWS The SUBRECIPIENT agrees to comply with the requirements of 24 CFR Part 583, of the HUD regulations concerning the Supportive Housing Program and all federal regulations. LOCAL AND FEDERAL RULES, REGULATIONS AND LAWS The SUBRECIPIENT agrees to comply with any applicable laws, ordinances, regulations and orders of the State, local and Federal governments, including, but not limited to: 1. 24 CFR 583, as amended - The regulations governing the Supportive Housing Program. 24 CFR 58 - The regulations prescribing the Environmental Review procedure. Title VI of the 1984 Civil Rights Act, 42 USC § 2000d, et. seq. 4. 24 CFR 107 - The regulations issued pursuant to Executive Order 11063 which prohibits discrimination and promotes equal opportunity in housing. 5. Executive Order 11246 ( "Equal Employment Opportunity "), as amended by Executive Orders 11375 and 12086 - which establishes hiring goals for minorities and women on projects assisted with federal funds. St. Matthew's House, Inc. FL029513413061003 2010 Grant Page 3 of 16 16D 9 6. Title VII of the 1968 Civil Rights Act as amended by the Equal Employment Opportunity Act of 1972, 42 USC § 2000e, et. seq. 7. 24 CFR 135 — Regulations outlining requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended. 8. Age Discrimination Act of 1975. 9. Contract Work Hours and Safety Standards Act, 40 USC 327 -332. 10. Section 504 of the Rehabilitation Act of 1973, 29 USC 776(b)(5). 11. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended. 12. The SUBRECIPIENT agrees that any construction or rehabilitation of residential structures with assistance provided under this contract shall be subject to HUD Lead -Based Paint Poisoning Prevention Act found at 24 CFR 583.330(d). 13. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 USC 4002), the SUBRECIPIENT shall assure that for activities located in an area identified by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained. If appropriate, a letter of map amendment (LOMA) may be obtained from FEMA, which would satisfy this requirement and /or reduce the cost of said flood insurance. projects. 14. Executive Order 11914 - Prohibits discrimination with respect to the handicapped in federally assisted 15. Public Law 100 -430 - the Fair Housing Amendments Act of 1988. 16. OMB Circular A -133 - concerning annual audits. 17. OMB Circular A -122 - which identifies cost principles. 18. 24 CFR 84 - Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. 19. 24 CFR 85 - Uniform Administrative Requirements for Grants and Agreements to State and Local Governments. 20. Immigration Reform and Control Act of 1986 as located at 8 USC 1324, et seq. and regulations relating thereto. Failure by the SUBRECIPIENT to comply with the laws referenced herein shall constitute a breach of this agreement, and the County shall have the discretion to unilaterally terminate this agreement immediately. 21. Chapter 112, Florida Statutes. 22. Prohibition Of Gifts To County Employees - No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, as amended, and County Administrative Procedure 5311. St. Matthew's House, Inc. FL0295134D061003 ,2010 Grant Page 4 of 16 16D 9 23. Order of Precedence - In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at Owner's discretion. 24. Venue - Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. Dispute Resolution - Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of SUBRECIPIENT with full decision- making authority and by COUNTY'S staff person who would make the presentation of any settlement reached during negotiations to COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of SUBRECIPIENT with full decision- making authority and by COUNTY'S staff person who would make the presentation of any settlement reached at mediation to COUNTY'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under § 44.102, Fla. Stat. 26. The SUBRECIPIENT shall comply with Section 3 of the Housing and Community Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). Section 3 of the HUD Act of 1968 requires, to the greatest extent feasible, that recipients of HUD funds (and their contractors and subcontractors) provide jobs and other economic opportunities to low- income persons, particularly public housing residents. Section 3 helps create employment for low - income persons and provides contracting opportunities for businesses that are owned by low- income people or that provide employment to low- income people. Contract administration shall be handled by the SUBRECIPIENT and monitored by the COUNTY. ARTICLE SEVEN: PROJECT PUBLICITY Any news release or other type of publicity pertaining to the project as stated herein must recognize the COUNTY as the recipient funded by HUD and the entity that provided funds for the project. ARTICLE EIGHT: MANAGEMENT ASSISTANCE The HHVS Grant Coordinator will be available to the SUBRECIPIENT to provide guidance on HUD requirements. ARTICLE NINE: MAINTENANCE OF RECORDS The SUBRECIPIENT shall maintain the following records. A. The SUBRECIPIENT shall maintain such records, accounts, property records, and personnel records, as are deemed necessary by HHVS to assure proper accounting of project funds and compliance with the provisions of this Agreement. St. Matthew's House, Inc. FL0295B4DO61003 '.2010 Grant Page 5 of 16 16D 9 The SUBRECIPIENT shall maintain all necessary financial records as required by HUD Regulations and shall maintain the following financial records: An invoice and a copy of a warranty for all items purchased and paid for under standard SUBRECIPIENT procedures. 2. The current, prevailing Agreement, all project contracts and corresponding billings and copies of warranties. 3. HHVS will require audit and record keeping requirements. All records shall be in sufficient detail to permit proper pre -audit and post audit of all expenditures. B. The SUBRECIPIENT shall maintain records showing compliance with federal and local purchasing requirements and with other requirements for grant implementation. C. The SUBRECIPIENT shall maintain project records and financial information so that HUD could conduct an audit of CoC -SHP activities and funds. All audits covering the use of CoC -SHP funds shall be provided to the HHVS Grant Coordinator. Reimbursement will be contingent upon the timely receipt of complete and accurate reports required by this Agreement and on the resolution of monitoring or audit findings identified pursuant to this Agreement. D. All records and contracts of whatever nature required by this Agreement shall be available for audit, inspection or copying at any time during normal business hours and as often as the HHVS Grant Coordinator or HUD, may deem necessary. HHVS shall have the right to obtain and inspect any audit pertaining to the performance of this Agreement made by any local, state or federal agency. The SUBRECIPIENT shall retain all of its records and supporting documentation applicable to the Agreement for a period of not less than three (3) years after the starting date of this HUD Agreement or, if audit findings have not been resolved at the end of the three (3) year period, the records shall be retained until resolution of the audit findings. Federal auditors and any person duly authorized by HUD or HHVS shall have the right to examine any of the said materials at any time during regular business hours. ARTICLE TEN: MONTHLY REPORTS, EVALUATIONS, AUDITS AND INSPECTIONS The SUBRECIPIENT agrees to provide HHVS with monthly status reports no later than the 10"' of every month as shown in Exhibit "C" beginning the month of contract execution and final report summarizing progress, timetables, and financial information for monitoring and evaluating all aspects of project activities. SUBRECIPIENT will be required to submit its Annual Performance Report (APR) to HHVS by NOVEMBER 15, 2012. Reimbursement will be contingent on the timely receipt of complete and accurate reports required by this Agreement, and on the resolution of monitoring or audit findings identified pursuant to this Agreement. HHVS shall have the right under this Agreement to suspend or terminate reimbursement until the SUBRECIPIENT complies with any additional conditions that may be imposed by HHVS, or HUD at any time. The SUBRECIPIENT will be required to submit to HHVS a written attestation they are not debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension" by July 1 S` of each year through the end of the grant. St. Matthew's House, Inc. FL0295B4DO61003 .`2010 Grant Page 6of16 16D 9 AUDITS AND INSPECTIONS At any time during normal business hours and as often as HHVS, HUD, or the Comptroller General of the United States may deem necessary, there shall be made available by the SUBRECIPIENT to HHVS, or HUD, or the Comptroller General for examination all its records with respect to all matters covered by the Agreement. The SUBRECIPIENT agrees to comply with the provisions of the Single Audit Act of 1984, as amended, as it pertains to this Agreement and any subcontracts entered into under this Agreement. This will require the SUBRECIPIENT to submit a single audit, including any management letter, made in accordance with the general program requirements of OMB Circulars A -110 (Uniform Administrative Requirement for Federal Grants), A -122 (Cost Principles for Non - Profit Organizations), A -133 (Audits of State, Local Governments, and Non - Profit Organizations), and other applicable regulations within one hundred and eighty (180) days after the end of any fiscal year covered by this agreement in which Federal funds from all sources are expended. Said audit shall be made by a Certified Public Accountant of the SUBRECIPIENT's choosing. The SUBRECIPIENT shall provide such audit to HHVS. In the event the SUBRECIPIENT anticipates a delay in producing such audit or audited financial statements, the SUBRECIPIENT shall request an extension in advance of the deadline. The cost of said audit shall be borne by the SUBRECIPIENT. In the event the SUBRECIPIENT is exempt from having an audit conducted under A -133 (Audits of State, Local Governments, and Non - Profit Organizations), the County reserves the right to require submission of audited financial statements and/or to conduct a "limited scope audit" of the SUBRECIPIENT as defined in A -133. The County will be responsible for providing technical assistance to the SUBRECIPIENT, as deemed necessary by the County. GRANT CLOSEOUT PROCEDURES SUBRECIPIENT'S obligation to the COUNTY shall not end until all closeout requirements are completed. Activities during this closeout period shall include, but not be limited to: making final payments, disposing of program assets (including the return of all program income balances, and receivable accounts to the COUNTY), and determining the custodianship of records. ADDITIONAL HOUSING & HUMAN SERVICES, COUNTY, AND HUD REQUIREMENTS The SUBRECIPIENT agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available for specified activities. WRITTEN APPROVALS (1) All subcontracts and agreements proposed to be entered into by the SUBRECIPIENT pursuant to this Agreement; (2) All capital equipment expenditures of $1,000 or more; (3) All out -of -town travel (travel shall be reimbursed in accordance with Chapter 112, Fla. Stat. unless otherwise required by CDBG); (4) All change orders; (5) All requests to utilize uncommitted funds after the expiration of this agreement for programs described in Exhibit "A "; and (6) All rates of pay and pay increases paid out of CoC -SHP funds, whether for merit or cost of living. ARTICLE ELEVEN: CONTRACTS All contracts made by the SUBRECIPIENT to carry out the activities described in Exhibit "A" shall be made in accordance with all applicable laws, rules and regulations stipulated in this Agreement. Any work or services St. Matthew's House, Inc. FL0295B4DO61003 2010 Grant Page 7 of 16 16D 9 subcontracted hereunder shall be specified by written contract or Agreement and shall be subject to each Article set forth in this Agreement. ARTICLE TWELVE: CONFLICT OF INTEREST No employee, agent, consultant, officer or elected official or appointed official of the SUBRECIPIENT who exercises or have exercised any function or responsibility with respect to COC -SHP activities assisted under or who are in the position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a COC -SHP assisted activity, or have a financial interest in any contract, subcontract or agreement with respect to an COC -SHP assisted activity or with respect to the proceed of the COC -SHP assisted activity, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. ARTICLE THIRTEEN: AMENDMENTS The County may, at its discretion, amend this Agreement to conform to changes required by Federal, State, County, or HUD guidelines, directives, and objectives. Such amendments shall be incorporated by written amendment as a part of this Agreement and shall be subject to approval of Collier County. Except as otherwise provided herein, no amendment to this Agreement shall be binding on either party unless in writing, approved by the County and signed by each Party's authorized representatives. No Amendments to this agreement will be granted 90 days prior to end date of September 30, 2012. ARTICLE FOURTEEN: INDEMNIFICATION To the maximum extent permitted by Florida law, SUBRECIPIENT shall indemnify and hold harmless Collier County, and its officers, employees from any and all liabilities, claims, damages, penalties, demands, judgments, actions, proceedings, losses or costs, including, but not limited to, reasonable attorney' fees and paralegals' fees, whether resulting from any claimed breach of the Agreement by SUBRECIPIENT or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of SUBRECIPIENT or anyone employed by the SUBRECIPIENT in performance of this Agreement. ARTICLE FIFTEEN: TERMINATION In event of termination for any of the reasons identified in sub - sections 1 -3 as follows, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports prepared, and capital equipment secured by the SUBRECIPIENT with funds under this Agreement shall be returned to HHVS or the COUNTY. In the event of termination, the SUBRECIPIENT shall not be relieved of liability to the COUNTY for damages sustained by the COUNTY by virtue of any breach of the Contract by the SUBRECIPIENT, and the COUNTY may withhold any payment to the SUBRECIPIENT for set -off purposes until such time as the exact amount of damages due to the COUNTY from the SUBRECIPIENT is determined. TERMINATION FOR CAUSE If through any cause either party shall fail to fulfill in timely and proper manner its obligations under this Agreement, or if either party shall violate any of the covenants, agreements, or stipulations of this Agreement, either party shall thereupon have the right to terminate this Agreement in whole or part by giving written notice of such termination to the other party and specifying therein the effective date of termination. (See 24 CFR 85.43.) St. Matthew's House, Inc. FL029513413061003 °2010 Grant Page 8 of 16 160 9 2. TERMINATION FOR CONVENIENCE At any time during the term of this Agreement, either party may, at its option and for any reason, terminate this Agreement upon ten (10) working days written notice to the other party. Upon termination, the COUNTY shall pay the SUBRECIPIENT for services rendered pursuant to this Agreement through and including the date of termination. (See 24 CFR 85.44.) TERMINATION DUE TO CESSATION In the event the grant to the COUNTY under Title I of the Housing and Community Development Act of 1974 (as amended) is suspended or terminated, this Agreement shall be suspended or terminated effective on the date that HUD specifies. ARTICLE SIXTEEN: INSURANCE The SUBRECIPIENT shall procure and maintain adequate insurance coverage, as determined by its insurance agent through a site visit and by providing a copy of COC -SHP grant application and the scope of the project in Exhibit "A." The insurance agent is to assess the risks and provide a report to the SUBRECIPIENT and HHVS as to the need for additional insurance to cover risks associated with the project and to state whether or not they are adequately insured within ten (10) days of signing of this Agreement. The SUBRECIPIENT at its expense must purchase additional coverage if it is so determined upon presentation of the report through the completion of the project. BUSINESS AUTOMOBILE LIABILITY The SUBRECIPIENT shall agree to maintain Business Automobile Liability at a limit of liability not less than $100,000 per person and $200,000 per accident/occurrence per Florida Statutes § 768.28 and $2,000,000 per accident for federal and outside Florida litigation per Florida Statutes § 768.28 for all owned, non -owned and hired automobiles. The SUBRECIPIENT shall agree to maintain physical damage coverage for a period not less than ten (10) years with deductibles not exceeding $1000 for Comprehensive and Collision. Collier County Board of County Commissioners shall be endorsed to the policy as a Loss Payee. The SUBRECIPIENT shall agree to be fully responsible for any deductibles, self - insured retention or uncovered losses. The SUBRECIPIENT agrees this coverage shall be provided on a primary basis. ADDITIONAL INSURED The SUBRECIPIENT shall agree to endorse the County as an Additional Insured with a CG 2026 Additional Insured - Designated Person or Organization endorsement, or its equivalent, to the Commercial General Liability. The Additional Insured endorsement shall read "Collier County Board of County Commissioners, a Political Subdivision of the State of Florida, its Officers, Employees, and Agents, c/o Department of Housing & Human Services ". The SUBRECIPIENT shall agree the Additional Insured endorsements provide coverage on a primary basis. CERTIFICATE OF INSURANCE The SUBRECIPIENT shall agree to deliver to the County a certificate(s) of insurance evidencing the required insurance is in full force and effect within thirty (30) calendar days prior to the execution of this Agreement by the County. A minimum thirty (30) day endeavor to notify due to cancellation or non - renewal of coverage shall be included on the certificate(s). St. Matthew's House, Inc. FL0295B4D061003 2010 Grant Page 9 of 16 16D 9 ARTICLE SEVENTEEN: WAIVER The SUBRECIPIENT will not waive any of the duties and obligations under the contract without the express written consent of HHVS. ARTICLE EIGHTEEN: SALES TAX INDEMNIFICATION The State of Florida requires payment of sales tax on the transfer of tangible personal property. HHVS will provide a resale certificate to be completed by the SUBRECIPIENT whereby SUBRECIPIENT represents and warrants that it has filed for and received an exemption from Florida Department of State for sales taxes. The SUBRECIPIENT further agrees to indemnify and hold harmless the COUNTY and /or HHVS from any and all taxes, penalties, interest and professional fees associated with the collection of any sales tax under the COC -SHP grant. ARTICLE NINETEEN: NON - ASSIGNABILITY Pursuant to 24 CFR 583.405, the SUBRECIPIENT may not assign this Agreement without the prior written consent of HHVS and HUD. ARTICLE TWENTY: ENTIRE UNDERSTANDING This Agreement and its provisions merge any prior agreements, if any, between the parties hereto and constitutes the entire understanding. The parties hereby acknowledge that there have been and are no representations, warranties, covenants, or undertakings other than those expressly set forth herein. SIGNATURE PAGES TO FOLLOW St. Matthew's House, Inc. FL02951341)061003 :,2010 Grant Page 10 of 16 16D J-il WITNESS our Hands and Seals on this 13 day of e c -e f" fit ✓ , 20 _ ATTEST: DWIGHT E. BRQCK, CLERK Q. 4,V�V L73 fitness 61 name Second itness: r� Signature' Type /print witness name St. Matthew's House, Inc. FL0295B4DO61003 -2010 Grant BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA BY: e-Iu� Lo. FRED COYLE, CHAIRMAN ST. MATTHEW'S HOUSE, INC. BY: , Subrecipient Signature �14X Z-111-flh Type /print Subrecipient name and titfe Approved as to form and legal sufficiency: Jennifer B. White Assistant County Attorney Page 11 of 16 E A. 16D 9 r,J EXHIBIT "A" SCOPE OF SERVICES ST. MATTHEW'S HOUSE, INC.OPERATING AND SUPPORTIVE SERVICES THE SUBRECIPIENT AGREES TO: PROJECT SCOPE: The purpose of this project is to support the daily operations and supportive services needed to run Wolfe Apartments, a 46 -unit transitional and permanent housing facility, administered by St. Matthew's House. Inc. The Wolfe Apartments are located at 4630 16`1' Place SW Naples, FL 34116. This grant funding is used to assist the homeless population and maintain housing at Wolfe Apartments, as rents are less than market - priced housing, and to insure future participation and inclusion into the Homeless Management Information System (HMIS) to improve the sharing of data to effectively reduce and eliminate homelessness, streamline resources, and to improve the overall Continuum of Care within Collier County. This grant requires a match of 25% of operating services and 20% of supportive services. The SUBRECIPIENT further agrees that HHVS, in consultation with any parties HHVS deems necessary, shall be the final arbiter on the SUBRECIPIENT's compliance with the above. BUDGET: Line Item: COC -SHP Funds Other: $110,423.00 Sumortive Services: -Case Management FTE Salary & benefits $ 34,230 TOTAL SUPPORTIVE SERVICES $ 34,230 Oneratiniz Services: - Maintenance /Repair $27,000 -Staff salary & benefits $ 6,000 - Utilities $25,300 - Supplies $ 200 - Insurance $ 15,000 TOTAL OPERATING COSTS $ 73,500 Grant Administration: Grant Administration to St. Matthew's House $ 2,693 TOTAL COC -SHP GRANT FUNDING $110,423 MATCH: SUPPORTIVE SERVICES (FROM ST. MATTHEW'S HOUSE) OPERATING SERVICES (FROM ST. MATTHEW'S HOUSE) TOTAL MATCH FROM ST. MATTHEW'S HOUSE TOTAL PROJECT BUDGET WITH MATCH $144,958 St. Matthew's House, Inc. FL029513413061003 12010 Grant Page 12 of 16 $ 8,560 $25,975 $34,535 16D 9 *Per COC application requirements, the subrecipient is responsible for match contributions. Match documentation must be submitted to HHVS prior to any expenditure of grant funds. Any indirect costs charged must be consistent with the conditions of this Agreement. If indirect costs are charged, the SUBRECIPIENT, as SUBRECIPIENT, will develop an indirect cost allocation plan for determining the appropriate SUBRECIPIENT share of administrative costs and shall submit such plan to HHVS, on behalf of the COUNTY, as the Grantee, for HHVS approval, in a form specified by HHVS. C. FORMER PROJECTS: Failure to adequately maintain any former HUD funded projects may result in the delay of processing reimbursement requests for ongoing activities or in the forfeiture of future HUD Grant funds. PROJECT WORK PLAN The following Project Work Plan is in effect for program monitoring requirements only and as such, is not intended to be used as a payment schedule. Date Start Date End Work Plan October 1, 2011 September 30, 2012 Provide Supportive and Operating Services until all grant funds have been expended D. PAYMENT SCHEDULE The following table details the project deliverables and payment schedule. Deliverable Payment Schedule Demonstration of completion of an Monthly upon invoicing of allowable operating, administration or supportive expense showing expenditures. service expense E. REPORTS: The SUBRECIPIENT shall submit detailed monthly progress reports to the HHVS coordinator outlining the status of specific activities under the project. Each report must account for the total activity for which the SUBRECIPIENT is reimbursed with COC -SHP funds, in part or in whole, and which is required in fulfillment of their obligations regarding the Project. See Exhibit C for progress reports. The progress reports shall be used as an additional basis for HHVS approval of invoices, etc. for reimbursement. SUBRECIPIENT will be required to submit its Annual Performance Report (APR) to HHVS by November 15, 2012. The Subrecipient will be responsible for providing all reporting data to Collier County upon request regarding the Federal Funding Accountability and Transparency Act (FFATA), St. Matthew's House, Inc. FL02951341)061003 12010 Grant Page 13 of 16 EXHIBIT "B" COLLIER COUNTY HOUSING AND GRANTS SECTION REQUEST FOR PAYMENT SECTION I: REQUEST FOR PAYMENT Subrecipient Name: ST MATHHEW'S HOUSE INC. Subrecipient Address: 2001 AIRPORT RD SOUTH NAPLES FL 34112 Project Name: 2010 -Grant Operating and Supportive Services CoC -SHP Project No: FLOB413061003 Activity # Payment Request # Dollar Amount Requested: $ SECTION II: STATUS OF FUNDS 1. Grant Amount Awarded 2. Sum of Past Claims Paid on this Account $ 3. Total Grant Amount Awarded Less Sum Of Past Claims Paid on this Account $ 4. Amount of Previous Unpaid Requests 5. Amount of Today's Request 6. Current Grant Balance (Initial Grant Amount Awarded Less Sum of all Requests) 7. If applicable amount held as retainage to date by the County, if not retained by the sub - recipient. 160 9 10.423 I certify that this request for payment has been drawn in accordance with the terms and conditions of the Agreement between the County and us as the Sub - recipient. I also certify that the amount of the Request for Payment is not in excess of current needs. By signing this request I'm assuring that all of the work has been completed to this organizations satisfaction. Signature Date Title Authorizing Grant Coordinator Supervisor Director (Signature not required if under $15,000.00) St. Matthew's House, Inc. FL029513413061003 ;2010 Grant Page 14 of 16 16D 9 EXHIBIT "C" CDBG MONTHLY PROGRESS REPORT Complete form for past month and submit to Housing and Grants Section staff by the 10`" of the following month. Status Report for Month of Submittal Date: Project Name : 2011 -Grant Operating and Supportive Services CoC -SHP Project Number : FLOB4D061003 Activity Number: Subrecipient: St. Matthew's House Inc. Contact Person: Lou Hoegsted Telephone: 239 - 298 -5023 Fax: 239 - 774 -7146 E -mail: lougstmatthewshouse.org 1. Activity Status/Milestones (describe any action taken, relating to this project, during the past month): 2. What events /actions are scheduled for the next two months? 3. Describe any affirmative marketing you have implemented regarding this project. Please list and attach any recent media coverage of your organization relating to this project. 4. List any additional data relevant to the outcome measures listed on the application for this project. 5. Identify any potential issues that may cause delay. 6. Progress on Completion of the Grant Activity (s): St. Matthew's House, Inc. FL029513413061003 =2010 Grant Page 15 of 16 160 9 7. Progress on Completion of the Grant Activity (s): For each funded activity, provide a concise written narrative that compares work accomplished to date versus planned timeframes for completion of the activity as outlined in your application. Provide detailed explanations for any delays in carrying out a grant activity, its cause, and steps being taken to assure completion of the activity or use by September 30, 2012. Should any activity be identified as facing the likelihood of NOT BEING COMPLETED BY September 30, 2012 report on the activity, the cause, and corrective actions. St. Matthew's House, Inc. F1,029513413061003 2010 Grant Page 16 of 16