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R94-149RESOLUTION NO. R94-/'r/~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND PALM BEACH COUNTY TO PROVIDE FOR IMPLEMENTATION OF ACTIVITIES SPECIFIED IN PART II OF SAID AGREEMENT, ATTACHED AS EXHIBIT "A" REGARDING THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Palm Beach County has en[ered into an Agreement with the United States Department of Housing and Urban Development for a grant for the execution and implementation of a Community Development Block Grant Program in certain areas of Palm Beach County, pursuant to Title I of Housing and Community Development Act of 1974 (as amended); and WHEREAS, certain Palm Beach County Community Development Block Grant Citizen Participation Structures, the Board of County Commissioners of Palm Beach County and the City of Boynton Beach desire to provide the activities specified in Part II of this Agreement; and WHEREAS, Palm Beach County desires to engage the City of Boynton Beach to implement such undertaking of the Community Development Block Grant Program. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA THAT: Section 1. The City Commission of the City of Boynton Beach, Florida hereby authorizes and directs the Mayor and City Clerk to execute the Agreement attached hereto as Exhibit "A" between the City of Boynton Beach and Palm Beach County. Section 2. This Resolution shall take effect immediately upon passage. PASSEDAND ADOPTED this .~ day of September, 1994. CITY OF BOYNTON B~...ACH, FLORIDA Commissioner Commissioner ATTEST: Ci~ Clerk SEP .82 '94 J. 5;Z8 NESTL;iqTF../COr,Ir.1/R£~E¢/ - (IITY OF BOI~q'I'ON WORK PROGRAM NARRATIVW. CITY OF BOYNTON 8EACH The Municipality agrees to: the development of affo=dable housing in th~ City of Boynton Beach. The duties Of this position will Act as a liaison between the City and other afford- able housing providers, including but not limited to, Development Coz'poration. Provide housing counseling s~rvices to affordable housing applicants including the determination of eligibiiity for, and referral to, appropriate housing Provide administrative support £o~ -~e implementation O~ City and County housing progr~s, including but not limited to, infill housing, lot acquisition, r~habilitation, code enforcement and demolition. Report to HCD regularly on all activities implemented within th~ t~rm~ of this Aqr~ment as p~r U.S. HUD regula- tionm and ~3D policies. Provide verifiabl~ time sheets to HOD on a regular bursem~nt~. Loan Specialist will submit tim~ shee.ts detailing hours charge~ to e_h~ activities lis~ed Provide to HCD detailsd monthly ~tatus reports ~e- scribing thc acoomplishmant~ of the Loan Specialist. The monthly reports mus~ be ~ubmit~d within t~n (10) workXng days of the end of each month. Each report mUS~ acco~n~ for the total activity for which the pos~=lon being ~unded is compensated, and which is required ~n fulfillment o£ his/her obligation regard- lng the center. Thls report S~O~I~ De in r, he form of a narrative and is required in add~tlOn ~0 the ~onth- ly Gz'an~ee Progress Reports (GPRs). The De=ailed ~o~ty Narrative ~rogress Report wll~ be use~ as an addl=lonal verlflcaulon for invoice reimbursement. ii. The County agrees 'to provide t~e following services: A. Provide £~di~g in an amount not to exceed $35,985 toward the following: Salary FICA Disability Insurance Life Insurance Health Insurance Dental Pension Worker's Comp. Total Z~,lOO.~6 Z,161,00 268.38 38.~0 Z,8~7.16 309.~B 3,0~0.7~ 150.18 986. Mrovide technical assistance to ensure compliance with HCD, U.S. HUD, and applicable State, Federal and County regula- tions and this Agreement. Provide overall administration and coordination activi- ties to ensure that planned activities a~e completed An ~ timely manner. Monitor the Agency at any time during the term of this ~Agreement. Vis, ts may be scheduled or unscheduled a~ determined by HCD and will serve to ensure ~ompazance" ~ ' with U.S. ~J~ a~d HCD regulations and to verify the accu- racy of ~eportinc procedures to HCD on program activities as described. - -11- Eh~ I PIT "B L~.TTERHEAD STATIONARY TO: F~OM: RE: Remar M. Harvln, Director Hous~ng a~d community Development 3323 Belvedere Road, ~ulldlng West Palm Beach, FL 35906 D~a/u.e of Subgrantee:__ Add~e~s~ Phone: INVOICE REIMBL~SEME19T Attached, you will find Invoice $ requesting reim- bursement in the amount of $ ' The expenditures for this invoice covers the ~eriod through You will also find attached back-up original documentation relating to the expenditures being invoiced. Approved for Payment -12- AGREEMENT BETWEEN PALM BEACH COUNTY AND THE CITY OF BOYNTON BEACH THIS AGREEMENT, entered into this day of 1994, by and between Palm Beach County, a political subdivision of the State of Florida, for the use and benefit of its Community Development Block Grant Program, and the City of Boynton Beach, a Municipality duly organized and existing by virtue of the laws of the State of Florida, having its princi- pal office at 100 E. Boynton Beach Boulevard, Boynton Beach , Florida 33425. ._~ WHEREAS, Palm Beach County has entered into an agreement with the United States Department of Housing and Urban Develop- ment for a grant for the execution and implementation of a Community Development Block Grant Program in certain areas of Palm Beach County, pursuant to Title I-of the Housing and Community Development Act of 1974 (as amended); and WHEREAS, certain Palm Beach County Community Development Block Grant Citizen Participation Structures, the Board of County Commissioners of Palm Beach County, and the City of Boynton Beach, desire' to provide the activities specified in Part II of this contract; and WHEREAS, Palm Beach County desires to engage the City of Boynton Beach to implement such undertakings of the Community Development Block Grant Program. NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained, it is agreed as follows: DEFINITION AND PURPOSE 1. Definitions PART I (1) "County" means Palm B~ach County. (2) "CDBG" means the Community Development Block Grant Program of.P~lm Beach County. (3) "HCD" means Palm Beach County Housing and Community Development. (4) "Municipality" means the City of Boynton Beach. (5) "HCD Approval" means the written approval of the HCD Director or his designee of the Community Development Block Grant Program after a request or a report has been properly processed in accordance with the HCD Policies and Procedures Manual. (6) "U.S. HUD" means the Secretary of Housing and Urban Development or a person authorized to act on its behalf. CITY OF BOYNTON BEAC~ o (7) "Low and moderate income persons" means the defini- tion set by U.S. HUD. Purpose The purpose of this Agreement is to state the cove- nants and conditions under which the Municipality will implement the Scope of Services set forth in Part II of this Agreement. The beneficiaries of a project funded under this Agreement must constitute a majority (51~) of low- and moderate-income persons. PART II SCOPE OF SERVICES The Municipality shall, in a satisfactory and proper manner as determined by HCD, perform the tasks necessary to conduct the program outlined in the Work Program Narrative and Proposed Budget, Exhibit "A", and submit invoices using the cover-sheet in Exhibit "B", both of which are attached hereto and ~ade a part hereof. PART III COMPENSATION, TIME OF PERFORMANCE, METHOD, AND CONDITIONS OF PAYMENT 1. MAXIMUM COMPENSATION The Municipality agrees to accept as full payment for services rendered pursuant to this Agreement the actual amount of budgeted, eligible, and HCD Director or desig- nee-approved expenditures and encumbrances made by the Municipality under this Agreement. Said services shall be performed in a manner satisfactory to HCD. In no event shall the total compensation or reimbursement to be paid hereunder exceed the maximum and total authorized sum of $36,986 for the period of October 1, 1994 through and including September 30, 1995. Any funds not obligated after the expiration date of this Agreement revert to the County. TIME OF PERFORMANCE The effective date of this Agreement and all rights and duties designated hereunder are contingent upon the timely release of funds for this project under U. S. HUD Community D6velopment Block Grant No. B-93-UC-12-0004. The effective date shall be the date of execution of this Agreement or the date of release of funds by U.S. R-UD, whichever is later. The services of the Municipali- ty shall commence upon execution of this Agreement or receipt of an Order to Proceed from HCD, and 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 City of Boynton Beach prior to September 30, 1995. o METHOD OF PAYMENT The County agrees to make payments and to reimburse the Municipality for all budgeted costs permitted by Federal, State, and County., guidelines. In no event shall the County provide advance funding to the Municipality or any subcontractor~ hereunder. Requests by the Municipality for payments or reim- bursements shall be accompanied by proper documentation of expenditures and shall be submitted to HCD for approval no later than thirty (30) days after the date the indebted- ness was incurred. Payment shall be made by the Palm Beach County Finance Department upon proper presentation of invoices and reports approved by the Municipality and HCD. For purposes of this section, originals of invoic- es, receipts, or other evidence of indebtedness shall be considered proper documentation. When original documents cannot be present~d, the Municipality must adequately jUstify their absence, in writing, and furnish copies. -2- CITY OF BOYNTON BEAC~ Invoices shall not be honored if received by the Palm Beach County Finance Department later than thirty (30) days after the expiration date of this Agreement. Pay- ment may be expected within thirty (30) days after filing a properly supported and approved invoice (See Exhibit B). CONDITIONS ON WHICH PAYMENT IS CONTINGENT (1) IMPLEMENTATION OF PROJECT ACCORDING TO REQUIRED PROCEDURES The Municipality shall implement this Agreement in accordance with applicable Federal, State, and County laws, ordinances, and codes and with the procedures outlined in the HCD Policies and Proce- dures Manual, and amendments and additions thereto as may from time to time be made. The Federal, State, and County laws, ordinanCes and codes are minimal regulations supplemented bY more restrictive guide- lines set forth in the HCD Policies and Procedures Manual. No payments will be made until an HCD-ap- proved cost allocation plan for multi-funded projects approved by HCD Director or his designee has been placed on file with HCD (if applicable). --~ If the Municipality has awarded a contract to an~- independent contractor to perform project services and if competitive bidding or competitive negotia- tions are required under applicable law, the Munici- pality shall provide HCD with a certified copy of the Bid Specifications and Bid Awards authorizing the work to be done on the projects and a certified copy of the contract let. All Such contracts shall be submitted to HCD for prior approval. Upon receipt of certified copies of Bid Awards and Contracts, HCD will audit and forward said certified copies to the Palm Beach County Finance Department together with comments related to the audit. If the Municipality has awarded a contract to an independent contractor to perform project services, the Municipality shall describe the services for which it is invoicing. If the Municipality uses its'own work force to perform project services, the Municipality shall submit a certified copy of the purchase orders authorizing the Purchase of material and a certified copy of the work orders ordering the work for which it will be invoicing. If the Municipality has awarded a con- tract 'to an independent contractor to perform project services, the Municipality shall submit a certified copy of the contractor's invoices identify- ing the contract to which it applies stating the services rendered. The Municipality's chief finance officer shall certify that the work that is being invoiced for has been completed. The Municipality's chief finance officer will add his or her certifi- cate to the invoice that the Municipality has paid the invoice and indicate check numbers with which the Municipality paid the invoice or provide some other satisfactory audit trail. Should a project receive additional funding after the commencement of this Agreement, the Munici- pality shall notify oHCD in writing within thirty (30) days of their notification by the funding source and .submit an approved cost allocation plan within fo~ty-five (45) 'days of said official notifi- cation. (2) FINANCIAL ACCOUNTABILITY The. County may have a financial systems analysis and an internal fiscal control evaluation of the Munici- pality by an independent auditing firm employed by the County or by the County Internal Audit Depart- ment at any time the County deems necessary to deter- mine if the project is being managed in accordance with Federal, State, and County requirements. -3- CITY OF BOYNTON BEAC}{ (3) (4) (5) (6) (7) SUBCONTRACTS Any work or services subcontracted hereunder shall be specifically by written contact, written agreement, or purchase order and shall be subject to each provi- sion of this Agreement. Proper documentation in accordance with County, State, and Federal guidelines and regulations must be submitted by the Municipality to HCD and approved by HCD prior to execution of any subcontract hereunder. In addition, all subcontracts shall be subject to Federal, State, and County laws and regulations. This includes ensuring that all consultant contracts and fee schedules meet the minimum standards as established by the Palm Beach County Engineering Department and U.S. HI/D. Con- tracts for architecture, engineering,- survey, and planning shall be negotiated fixed fee contracts. All additional services shall have prior written approval with support documentation detailing catego- ries of persons performing work plus hourly ~rates including benefits, number of drawings required, and all items that justify the "Fixed Fee Contract." Reimbursable will be at cost. _~ None of the work or services covered by this~- Agreement, including but not limited to consultant work or services, shall be subcontracted or reim- bursed without prior written approval of the HCD Director or his designee. PURCHASING Ail purchasin~ for services and goods, includ- ing capital equipment, shall be made by purchase order or by a written contract and in conformity with the procedures prescribed by the Palm Beach County Purchasing Procedures Manual, as well as Federal Management Circulars A-102, The Common Rule, and A-87, incorporated herein by reference. REPORTS, AUDITS, AND EVALUATIONS Payment will be contingent'on the receipt and approv- al of reports required by this Agreement, the satis- factory .evaluation of the project by 'HCD and the County and Satisfactory audits by the Internal Audit Departments of the County and Federal Government if required. All reports (monthly, biweekly, etc.) will be due within the time prescribed by this Agree- ment and the attachments hereto following the execu- tion of this Agreement. ADDITIONAL HCD, COUNTY, AND U.S. HUD REQUIREMENTS HCD shall have the right under this Agreement to suspend or terminate payments until the Municipality complies with any additional conditions that may be imposed by HCD, the County or U.S. HUD at any time. PRIOR WRITTEN APPROVALS-SUMMARY The following includes but is not limited to activities that require the prior written approval of the HCD Director or his designee to be eligible for. reimbursement or payment: (a) Initiation of new programs not covered by this Agreement; (b) All sffbcontracts and agreements pursuant to this Agreement; (c) All capital equipment expenditures of $1,000 or more; (d). All out-of-town travel; (travel shall be reim- bUrsed in accordance with Florida Statutes, Chapter 112.061); (e) All change orders; and (f) Requests to utilize uncommitted funds after the expiration of this agreement. -4- CITY OF BOYNTON BEAC~ (8) PROGRAM-GENERATED INCOME All income by the Municipality from activities financed in whole or in part by CDBG funds must be reported to HCD. Such income would include but not be limited to income from service fees, sale of commodities, and rental or usage fees. In addition to reporting said income, the Municipality shall report to HCD the procedure developed to Utilize program income to offset project costs. If program income is used to extend the availability of services provided by the Municipality through this Agreement, the prior written approval of the HCD Director or his designee will be required. Accounting and disburse- ment of program income shall-be consistent with the procedures outlined in OMB Circular A-102, and other applicable regulations incorporated herein by reference. GENERAL CONDITIONS PART IV 1. OPPORTUNITIES FOR RESIDENTS AND CIVIL RIGHTS COMPLIANCE The Municipality agrees that no person shall on -t~e ground of race, color, national origin, religion, or sex~- be excluded from the benefits of, or be subjected to discrimination under any activity carried out by the performance of this Agreement. Upon receipt of evidence of such discrimination, the County shall have the right to terminate this Agreement. To the greatest feasible extent, lower-income resi- dents of the project areas shall be given opportunities for training and employment; and to the greatest feasible extent eligible business concerns located in or owned in substantial part by persons residing in the project areas shall be awarded contracts in connection with the project. OPPORTUNITIES FOR SMALL AND MINORITY/WOMEN-OWNED BUSINESS ENTERPRISES In the procurement of supplies, equipment, construc- tion, or services to implement this Agreement, the Munici- pality shall make a positive effort to utilize small business and-minority/women-owned business enterprises of supplies and services, and provide these sources the maximum feasible opportunity to compete for contracts to be performed pursuant to this Agreement. To the maximum extent feasible these small business and minority/women- owned business enterprises shall be located in or owned by residents of the CDBG areas designated by Palm Beach County in the CDBG Final Statement of Objectives approved by U.S. HUD. At a minimum, the subrecipient shall comply with the Section 3 Clause of the Housing and Community Development Act of 1968. EVALUATION ANDMONITORING The Municipality agrees that HCD will carry out periodic monitoring and evaluation activities as deter- mined necessary by HCD or the County and that the continu- ation of this Agreement is dependent upon satisfactory evaluation conclusions. Such evaluations will be based on the terms of thi.s Agreement, comparisons of planned versus actual progress relating to project scheduling, budgets, audit reports~- and output measures.~ The Municipality agrees to furnis~ upon request to HCD, the County or the County's designees and make copies or transcriptions of such records and information as is determined necessary by HCD or the County. The Municipality shall submit on a monthly and quarterly basis, and at other times upon the request of HCD, information and status reports required by HCD, the County or U.S. HUD on forms approved by HCD. Monthly Grantee Performance Reports 4949.2 (Activity Summary) will be required. This information will include: detailed information on the status of the project(s) and status of funds; and if applicable, the number of clients served by census tract; the number of low- to moderate- -'5-- CITY OF BOYNTON BEACH income persons; racial breakdown; and the number of female- headed households. In the event that this Agreement should provide funds for capital improvements projects, the Munici- pality shall be responsible for providing all necessary and pertinent information to HCD's Capital Improvements Section in order to allow for completion of the Grantee Performance Re- portS. However, this exception shall apply only to capital improvements activities. AUDITS AND INSPECTIONS At any time during normal business hours and as often as HCD, the County, U.S. HUD, or the Comptroller General of the United States may deem necessary, there shall be made available by the Municipality to HCD, the County, U.S. HI/D, or the Comptroller General for examination of all its records with respect to all matters covered by this Agreement. The Municipality will permit HCD, the County, U.S. HUD, or the Comptroller General to audit and examine all contracts, invoices, materials, payroll, records of personnel, conditions of employment, and other data relating to all matters covered by this Agreement.. The County reserves the right to require the Municipality or any of its subcontractors to submit, at the request ~f~- the County, to an audit by an auditor of the County's choosing. The cost of any said audit shall be borne by the Municipality. The County will be responsible for providing technical assistance to the Municipality, as deemed necessary by either party. The Municipality agrees' to comply with the provisions of the Single Audit Act of 1984 as it pertains to this Agreement, and shall be in accordance with OMB circulars A-128, the Common Rule, and other applicable regulations. The County will re- quire the Municipality to submit an audit to HCD within one-hundred eighty (180) days after the expiration of this agreement or at a mutually agreed time that may coincide with the municipalities fiScal year audit, sub- ject to HCD's approval. o DATA BECOMES COUNTY PROPERTY Ail reports, plans, surveys, information, documents, maps, and other data procedures developed, prepared, assembled, or completed by the Municipality for the pur- pose of this Agreement shall become the property of the County without restriction, reservation, or limitation of their use and shall be made available by the Municipal- ity at any time upon request by the County or HCD. Upon completion of all work contemplated under this Agreement, copies of all documents and records relating to this Agreement shall be surrendered to HCD, if requested. In any event, the Municipality shall keep all docu- ments and records for three (3) years after expiration of this Agreement. INDEMNIFICATION The Municipality shall indemnify and save the County harmless from any and all claims, losses, damages, and causes of actions which may arise out of the performance of this Agreement, including costs and expenses for or on account of any or all suits actual or threatened. The Municipality shall pay all claims and losses of any na- ture whatsoever .in connection therewith including costs and attorney's f~es, and shall defend all suits, relating to its performance of this Agreement, and shall pay all costs and judgments which may result. In particular, the Municipality will hold the County harmless and will indem- nify the County for funds which the County is obligated to refund the Federal Government arising out of the con- duct of activities and administration of the Municipality. Additionally, the Municipality shall also indemnify and save the County harmless from all violations by the Municipality of Federal, State, and County regulations, codes and statutes. The Municipality shall also be held responsible for all<:claims and losses as a result of said -6- ~l'x O~ f~OYNTON BEACH actions and will hold the County harmless and will indemnify the County for funds which the County may be obligated to refund to the Federal Government by reason thereof. At all times during the term of this Agreement, the Municipa'lity shall maintain in force Comprehensive General Liability Insur- ance, including coverage for personal injury, bodily injury, property damage, and contractual liability, or verify self insurance by letter to support the Indemnification clause contained herein. Such insurance shall be in an amount of not less than $200,000 each occurrence, and coverages shall be evidenced by a Certificate of Insurance and shall provide for thirty (30) days notice of cancellation, non-renewal or any adverse change in coverage. Palm Beach County shall be included in the coverage as an additional in- sured as its interests may appear. 7. MAINTENANCE OF EFFORT The intent and purpose of this AGreement is to increase the availability of the Municipality's services. This Agreement is not to substitute for or replace existing or planned projects or activities of the Municipality. T~e Municipality agrees to maintain a level of activities and=-_ expenditures, planned or existing, for projects similar to those beinG assisted under this Agreement which is not less than that level existing prior to this Agreement. CONFLICT OF INTEREST The Municipality agrees to abide by and be governed by Florida Statute ~112 (Conflict of Interest) as amended which is incorporated herein by reference. The Municipal- ity further covenants that no person who presently exer- cises any functions or responsibilities in connection with the CDBG Project, has any personal financial interest, direct or indirect, in the target areas or any parcels therein, which would conflict in any manner or degree with the Performance of this Agreement and that no person having any conflict of interest shall be employed by or subcontracted by the Municipality. Any possible conflict of interest on the part of the Municipality or its employ- ees shall be disclosed in writing to HCD provided, howev- er, that this paragraph shall be interpreted in such a manner so as not to unreasonably impede the statutory requirement that maximum opportunity be provided for employment Qf and participation of low and moderate- income residents of the project target area. CITIZEN PARTICIPATION The Municipality shall cooperate with HCD in inform- ing the appropriate CDBG Citizen Participation Struc- tures, including the appropriate Area Committees, of the activities of the Municipality in carrying out the provi- sions of this AGreement. Representatives of the Munici- pality shall attend meetings of the appropriate Commit- tees and Citizen Participation Structures upon the re- quest of the Citizen Participation Officers, HCD, or the County. 10. PROJECT PUBLICITY When issuing statements or press releases describing projects or programs, the Municipality shall clearly state 1) the percentage',of the total cost of the project, which will be financed with federal money; and 2) the dollar amount of federal funds for the project. HCD funding will be similarly recognized as outlined in this section. 11. CONTRACT DOCUMENTS The following documents are herein incorporated by reference and made a part hereof, and shall constitute and be referred to as the contract; and all of said documents taken as a whole constitute the contract between the parties hereto and are as 'fully a part of the contract as if they were set forth, verbatim and at length herein: -7- ~;ITY OF BOYNTON BEAC~ 12. (1) This Agreement, including Exhibits A and B (2) Proposed Budget(s) _ included in Exhibit A Work Program Narrative (3) Office of Management and Budget Circulars A-87 A-102, and A-128 , (4) Florida Statutes, Chapter 112 (5) Executive Orders 11026 11625 11246 and the Davis Bacon Act ' ' · (6) Grantee Performance Report Form 4949.2 (7) Palm Beach County Purchasing Procedures Manual (8) Federal Community Development Block Grant Regula- tions (24 CFR Part 570), as amended (9) The Gommon Rule for Uniform Administrative Re~lire- ments for Grants and Cooperative Agreements with State and Local Governments. (10) The Municipality's Certificate of Insurance or letters verifying self-insurance. All of these documents are filed and will be maintained at the Business Office of HCD. One copy of the co~tract documents will be furnished to the Municipality without charge by HCD, with the exception of item (2) above, which has been transmitted to HCD by _.the Municipality. . TERMINATION In event of termination for any of the following, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports prepared, and capital equipment secured by the Municipality with CDBG funds under this Agreement shall-be returned to HCD or the County. In the event of termination, the Municipality 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 Municipality, and the County may withhold any payment to the Municipality for set-off purposes until such time as the exact amount of damages due to the County from the Municipality is determined. A. Terminat~ep_gD_sion of ~tract for Cause: If through any cause the Municipality shall fail to fulfill in timely and proper manner its obligations under this Agreement, or if the Munici- pality shall violate any of the covenants, agree- ments, or stipulations of this Agreement, the County shall thereupon have the right to terminate this Agreement or suspend payments in whole or part by giving written notice to the Municipality of such termination or suspension of payments and specify the effective date of termination or suspension. If payments are withheld, HCD shall specify in writing the actions that must be taken by the Munici- pality as a condition precedent to resumption of pay- ments and shall specify a reasonable date for compli- ance. Sufficient cause for suspension of payments shall include, but not be limited to: (1) Ineffective or improper use of CDBG funds; (2) Failure to comply with the work program or terms of this Agreement; (3) Failure to submit'reports as required; and (4) Submittal of materially incorrect or incomplete reports. J, Termination for Convenience of County: The County may terminate this Agreement without cause at any time by giving at least ten (10) working days notice in writing from the County to the Municipality. If this Agreement is terminated by the County as pro- vided herein, the Municipality will be paid for allowable services performed under Part II of this Agreement until the effective date of this termina- tion. -'8-- CITY OF BOYNTON BEAC~ 13. 14. 15. 16. 17. 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 the U.S. HI/D specifies. C. Termination for Convenience of the Municipality: At any time during the term of this Agreement, the Municipality may, at its option and for any reason, terminate this Agreement upon ten (10) working days written notice to the HCD. Upon termination, the Municipality shall be paid for services rendered pursuant to this Agree- ment through and including the date of termination subject to the conditions of Paragraph "B" above. SEVERABILITY OF PROVISIONS If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. AMENDMENTS m.~ The County may, at its discretion, amend this Agree- ment to conform with changes in Federal, State, County, or U.S. 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 the Palm Beach County Board of County Commissioners. Except as otherwise provided herein, no amendment to this Agreement shall be- binding on either party unless in writing, approved by the Board of County Commissioners and signed by both parties. NOTICE All notice required to be given under this AGreement shall be sufficient when delivered to HCD at its office at 3323 Belvedere Road, Building 501, West Palm Beach, Florida 33406, and to the Municipality when delivered to its office at the address listed on Page One (1) of this Agreement. The Municipality agrees that, in all matters relating to this Agreement, it will be acting as an independent agent and that its employees are not Palm Beach County employ- ees and are not subject to the County provisions of the law applicable to County employees relative to employ- ment, hours of work, rates of compensation, leave, unem- ployment compensation and employee benefits. NO FORFEITURE The rights of the County under this Agreement shall be cumulative and failure on the part of the County to exer- cise promptly any rights given hereunder shall not oper- ate to forfeit or waive any of the said rights. -9- CITY OF BOYNTON BEAC~ 18. 19. COUNTERPARTS OF THE AGREEMENT This Agreement, consisting of twelve (12) enumerated pages which include the exhibits referenced herein, shall be executed in four (4) counterparts, each of which shall be deemed to be an original, and such counterparts will constitute one and the same instrument. ENTIRE UNDERSTANDING This Agreement and its provisions merge any prior agree- ments, if any, between the parties hereto and constitutes the entire understanding. The parties hereby acknowledge that there have been and are no representations, warran- ties, covenants, or undertakings other than those express- ly set forth herein. WITNESS our Hands and Seals on this day of , 1993. CITY OF BOYNTON BEACH BY: Edward Harmening, Mayor City of Boynton Beach BY: Carrie Parker, City Manager City of Boynton Beach (CITY SEAL) BY: Attorney for Municipality (Signature Optional) Approved as to Form and Legal Sufficiency: PALM BEACH COUNTY, BY ITS BOARD OF COUNTY COMMISSIONERS BY: Tammy K. Fields Assistant County Attorney Palm Beach County BY: Mary McCarty, Chair Board of County Commissioners ATTEST: Dorothy H. Wilken, Clerk (COUNTY SEAL) BY: Deputy Clerk REF:AGRBB.93/CI -10-