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HomeMy WebLinkAboutR-95-05470 gyp\. RESOLUTION NO. 9 5— 547 A RESOLUTION, WITH ATTACHMENT, AMENDING RESOLUTION NOS. 92-391 AND 93-373, WHICH ALLOCATED FUNDS TO VARIOUS COMMUNITY DEVELOPMENT PROJECTS REDISTRIBUTING FUNDS ALLOCATED TO BLACK ARCHIVES HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., AS FOLLOWS: LYRIC THEATRE REHABILITATION, $104,000 AND COMPLETION OF DORSEY HOUSE REHABILITATION, $68,000; AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE. WHEREAS, the City Commission adopted Resolution No. 93-391 allocating $250,000 to Black Archives History and Research Foundation of South Florida, Inc., to assist in the restoration of the historic Lyric Theatre in Overtown; and WHEREAS, unexpended funds from aforementioned allocation, in the amount of $220,000, remain available to continue the Lyric Theatre rehabilitation; and WHEREAS, Resolution No. 93-373, allocated $150,000 to the Black Archives History and Research Foundation of South Florida, Inc., to assist in the restoration of the historic Lyric Theatre in Overtown; and WHEREAS, to more effectively complete the rehabilitation projects operated by the Black Archives History and Research Foundation of South Florida, Inc. it is necessary to redistribute .ATTACHE N T( ) �-'CONTAINED ;CITY COMMISSION MEETING OF J U L 1 3 1995 Revolution No. 95 547 said funds as follows: $68,000 for the completion of the Dorsey House rehabilitation and $104,000 to continue the rehabilitation of the Lyric Theatre; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby. adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Section 2 of Resolution No. 92-391, adopted June 11, 1992, is hereby amended in the following particulars:/1 "Section 2. $450,000 of 18th Year Community Development Block Grant Funds previously appropriated by Ordinance No. 10955, adopted April 2, 1992, are hereby allocated as follows: AGENCY/PROJECT AMOUNT Black Archives History and $•2-5-arQ4-0 $228 , 000 Research Foundation of South Florida, Inc./Lyric Theatre Rehabilitation Total AllocationS428,000" —1 Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. _ The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. 95_ 547 - 2 - Section 3. Section 2 of Resolution No. 93-373, adopted June 291 1993, is hereby ammended in the following particulars: "Section 2. $730,700 of 19th Year Community Development Block Grant Funds previously appropriated by Ordinance No. 11062 adopted April 15, 1993, are hereby allocated as follows: AGENCY PROJECT AMOUNT Black Archives History and $45f?y0@0 $104 , 000 Research Foundation of South Florida, Inc./Lyric Theatre Rehabilitation Black Archiveg History and Research Foundation of South Florida. Inc.jDorsey House completion S 66,000 Total Allocation ILika- A $752,700" Section 4. The City Manager is hereby authorized to execute an agreement, in substantially the attached form, for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 13th day of July , 1995. ST PHEN P. ARK MAYOR ATTEST: ALTER J F , CITY CLERK 95- 547 _ 3 _ APPROVED AS TO FORM AND CORRECTNESS: A. Q N YOpts III i CITY ATT EY 95 54 4 _ K06 THE CITY OF MIAMI GRANT AGREEMENT This Agreement is made and entered into this day of 1995, by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as the CITY, and the Black Archives History and Research Foundation of South Florida, Inc., a Florida not for profit corporation, hereinafter referred to as the GRANTEE. FUNDING SOURCE: Community Development Block Grant Funds AMOUNT: $172,000 VENDOR NUMBER: 019835 TAX IDENTIFICATION NUMBER: RECITAL WHEREAS, the City Commission adopted Resolution No. which allocated $172,000 of Community Development Block Grant funds to GRANTEE for Lyric Theatre Rehabilitation and Dorsey House completion. NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations herein contained, the parties hereto agree as follows: ARTICLE I Definitions 1.1 For the purposes of this agreement, the following terms shall be defined as set forth below. 1.2 "CITY" shall mean the City of Miami, a Florida municipal corporation located in Dade County, Florida. - 1 - 95- 547 1.3 "GRANTEE" shall mean the Black Archives History and Research Foundation of South Florida, Inc., a Florida not for profit corporation. 1.4 "DEPARTMENT" shall mean the City of Miami Department of Community Development. 1.5 The "Project" shall mean for lyric theatre rehabilitation. 1.6 "Grant shall mean those monies advanced to GRANTEE by the CITY in connection with the Project and pursuant to the terms and conditions of this Agreement. ARTICLE II Authorization 2.1 CITY hereby authorizes a Grant to GRANTEE in the amount of One Hundred Seventy -Two Thousand Dollars ($172,000) of Community Development Block Grant Funds for lyric theatre rehabilitation and Dorsey House completion. 2.2 CITY shall approve all reasonable and necessary funding commitments within the allocation of One Hundred Seventy -Two Thousand Dollars ($172,000) grant for the Project, which approval shall not be unreasonably withheld, subject, however, to the limitations set forth in 8.1 herein. ARTICLE III Supervision 3.1 For the purpose of this Agreement, the City of Miami 95- 547 Department of Community Development (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. ARTICLE IV Term 4.1 The term of this Agreement shall commence upon execution by the City Manager and shall terminate 548 days thereafter. ARTICLE V Funding 5.1 The Grant shall be in an amount not to exceed $172,000 for lyric theatre rehabilitation and Dorsey House completion. 5.2 GRANTEE hereby agrees to pay Documentary Stamps, Intangible taxes, Recording Fees, licenses, and any other miscellaneous costs generated in relation to the Grant, including the purchase of various required title and general liability insurance policies. 5.3 (SCOPE OF SERVICES) For Lyric Theatre Rehabilitation and Dorsey House completion. 5.4 GRANTEE warrants that it will obtain at its own cost and expense, all federal,. state and local governmental approvals, licenses, permits and reviews required by law. 5.5 In accordance with the Davis -Bacon Act, as amended, attached herein as Exhibit I, prevailing wage rates must be applied to all construction or other labor covered by this Grant. 5.6 Upon execution of this Agreement, all payments (advances and 3 - 95- 547 t ; reimbursements) shall be made to the GRANTEE for costs incurred in the Project upon submission of a written request to the CITY. The CITY will disburse funds to GRANTEE upon approval and processing of this request. The request for funds must include original invoices for all costs to be paid by the CITY Grant. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but the GRANTEE must indicate the exact amount paid by each funding source and the total paid by all sources must equal the total of the invoice. The request for funds shall be considered for payment only when the work relating to each invoice has been fully completed and all applicable permits, licenses and inspections, as required, have been satisfied. All payments shall be for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget, attached herein as Exhibit II. Such written request shall contain a statement declaring and affirming that all costs incurred were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made. Within 60 days of submitting a request for payment, copies of the cancelled checks to pay each invoice shall be submitted to the CITY. ARTICLE VI Reportina 6.1 GRANTEE shall provide the CITY on or before the last weekday 4 - 95-s 547 date of each month with a monthly report of all Project activities, including a narrative summary of progress. The report shall include Project activities funded through the City Grant and all other funding sources. 6.2 GRANTEE shall provide the CITY a monthly financial statement showing all expenditures appropriate to the Project and a final expenditure report within 30 days after all funds have been released to the GRANTEE. 6.3 GRANTEE shall provide the CITY with a monthly Employment Utilization Report on U.S. Department of Labor Form CC-257, attached herein as Exhibit III. The reports shall be due monthly on or before the last weekday date of each month and shall continue until the Project is completed. 6.4 GRANTEE shall provide the CITY with additional program information as is reasonably needed by the CITY. 6.5 GRANTEE shall (i) keep and maintain books, records and other documents relating directly to the receipt and disbursement of CITY funds; and (ii) permit any duly authorized representative of the United States Department of Housing and Urban Development, Comptroller General of the United States, State of Florida, or the CITY, at all reasonable times, have complete access to and the right to inspect, copy, audit and examine all such books, records and other documents of such GRANTEE at a location within Dade County specified by the CITY or other requesting party until the completion of. all close-out procedures respecting this Agreement and the final settlement and conclusion of all - 5 - 95- 547 �\ Ket issues arising out of this Agreement. 6.6 GRANTEE agrees that any duly authorized representative of CITY shall, at all reasonable times, have access to any portion of the Project site. 6.7 No later than 60 days following the end of agency/organization fiscal year during the existence of the Grant, GRANTEE shall deliver its income/expense statement for that year in certificate form signed by a Certified Public Accountant. ARTICLE VII Indemnification 7.1 GRANTEE shall indemnify and save CITY harmless from and against any and all claims, liabilities, actions, losses, and causes of action which may arise out of GRANTEE's activities under this Agreement, including all other acts or omissions to act on the part of GRANTEE, including any of its agents, servants, employees, or person acting for or on its behalf; from and against any relevant orders, judgments, or decrees which may be entered against the CITY; and from and against all costs, damages, attorney's fees, expenses, interest, penalties, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. Ten ($10.00) dollars of this grant is independent and separate consideration for the receipt of this indemnity. 7.2 GRANTEE further agrees that under no circumstances will the CITY, its officers and employees be held liable for any 95 547 rtkti�`xs1 N? i claim for payment of money or claims for debt associated with the Project le a1 tion of rojects operated b , g opera P Y the GRANTEE and maintenance of the facility upon completion. ARTICLE VIII Continggncy Clause 8.1 Funding for this Agreement is contingent on the availability of funds and continued authorization of the Grant and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. ARTICLE IX Recapture of Funds 9.1 CITY shall reserve the right to recapture funds with interest costs and a reasonable attorney's fees for counsel for the CITY when the GRANTEE shall fail (i) to substantially comply with the terms of this Agreement or (ii) to accept conditions imposed by CITY at the direction of the federal, state and local agencies or (iii) if the CITY must institute and/or defend legal or administrative proceedings or claims arising out of subsections (i) or (ii) herein, or any other breach or default by the GRANTEE. GRANTEE agrees to pay such reasonable attorney's fees and costs in the event the recapture of funds is claimed. ARTICLE X Nondiscrimination 10.1 GRANTEE agrees that it shall not discriminate as to race, sex, color, creed, or national origin in connection with its 7 - 95-- 547 1 performance under this Agreement. 10.2 Furthermore, that no otherwise qualified individual shall solely, by reason of his/her race, sex, color, creed, national origin, or handicap, be excluded from the participation of this program, or be subjected to discrimination by the GRANTEE. ARTICLE XI Minority Procurement Compliance Clause 11.1 GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 9775, the Minority Procurement Ordinance of the CITY, attached herein as Exhibit IV, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. ARTICLE XII Conflict of Interest 12.1 GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interest, direct or indirect, in this Agreement. GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interest on the part of GRANTEE or its employees must be disclosed in writing to the CITY. GRANTEE is aware of the conflict of interest laws of the CITY (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1), and the State of Florida, and agrees that it will fully comply in all - 8 - 95- 547 a�. respects with the terms of said laws. ARTICLE XIII Compliance with Federal, State and Local Laws 13.1 Both parties shall comply with all applicable laws, ordinances, rules, regulations, and codes of federal, state and local governments. ARTICLE XIV Amendments 14.1 No amendments to this Agreement shall be binding on either party unless in writing and signed by the duly authorized officers of both parties. ARTICLE XV Agreement Documents 15.1 All of the documents hereinafter listed relative to this Grant and/or Project form the Agreement and they are as fully a part of the Agreement as if hereto attached, or repeated in this Agreement: Advertisement for Bids or Request for Proposals Proposal Bid Bond Contracts including without limitation: Construction, Architecture, Engineering, and Landscape Architecture Performance Bond Maintenance Performance Bond Instructions to Bidders Specifications Fidelity Bond Addenda 9 - 95- 547 15.2 GRANTEE agrees that all documents maintained and generated 1 pursuant to this contractual relationship between CITY and GRANTEE shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any documents or things which are given by CITY to GRANTEE pursuant to this Agreement shall at all times remain the property of CITY and shall not be used by GRANTEE for any other purposes whatsoever without the written consent of CITY and shall be returned to the CITY upon request. ARTICLE XVI Award of Agreement 16.1 GRANTEE warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. ARTICLE XVII NoR-Delegability 17.1 The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY by and through an authorized 1 officer of the DEPARTMENT shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. CITY reserves the right to refuse delegation or assignment of the rights and obligations of this Agreement without cause or justification. ARTICLE XVIII 18.1 Constructign of Agreement This Agreement shall be construed and enforced according to the laws of the,State of Florida. ARTICLE XIX Genera, Conditions 19.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. The CITY will be notified in writing within 10 days of any change of address of the GRANTEE. CITY OF MIAMI GRANTEE Cesar H. Odio Black Archives History and City Manager Research Foundation of South Attention: Director, Florida, Inc. Dept. of Community Att: President Development 5400 N.W. 22 Avenue, Suite 300 Biscayne Blvd. Way #101 Suite 420 Miami, Florida 33142 Miami, Florida 33131 19.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 19.3 In the event of conflict between the terms of this Agreement - 11 - 95- 547 and any terms or conditions contained in any attached documents, the terms of this Agreement shall control. 19.4 No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 19.5 Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the Unites States, State of Florida, Dade County, or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modified to the extent necessary in order to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full operative force and effect. 19.6 GRANTEE shall pay, prior to delinquency, all taxes, assessments and other governmental charges that may be laid or levied upon GRANTEE. GRANTEE shall at all times in the operation and maintenance of the Project contemplated under this Agreement, abide by the laws enacted or promulgated by federal, state, county, city or other governmental bodies or departments or officers thereof, including the City Charter, zoning ordinances and the Municipal Code of the CITY and directives of the City Manager. - 12 - 95- 547 ARTICLE XX Independent Contractor 20.1 GRANTEE and its employees and agents shall be deemed to be independent contractors and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further they shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. 20.2 Nothing contained in this Agreement, nor any act of the CITY, or any of the parties, shall be deemed or construed by any of the parties, or third persons, to create any relationship of third -party beneficiary, principal and agent, limited or general partnership, or joint venture, or of any association or relationship involving the CITY as a partner, joint venturer or business affiliate or associate. ARTICLE XXI Insurance 21.1 GRANTEE agrees to maintain Builder's Risk Insurance and a comprehensive policy of liability, theft and property damage insurance, the limits of, such insurance to be determined by the CITY's Insurance Coordinator, Miami, Florida, (305)579-6058. CITY shall be listed on all policies as an additional insured. A certificate evidencing such insurance coverage, attached herein as Exhibit V, shall be filed with the CITY's Insurance Coordinator prior to the commencement of performance under this Agreement. The insurance required by - 13 - 95- 547 virtue of this Agreement must be written by a company or companies rated at least A as to management, and at least Class X as to financial strength in the latest edition of the Best's Insurance Guide, and who have a Florida resident agent. At least 30 days prior to the expiration of such a policy, a certificate showing that such insurance coverage has been renewed shall be filed with the CITY's Risk Manager. Such certificates shall provide that such insurance coverage will not be cancelled without thirty (30) days prior written notice. GRANTEE shall notify the CITY immediately upon receipt of an insurance cancellation notice. ARTICLE XXII Amendments and Assignability 22.1 CITY and GRANTEE may, at their discretion, amend this Agreement at any time to conform with any facts which may require such amendment. Amendments, if so required, shall be attached hereto in writing and signed by all duly authorized representatives of each party. 22.2 ,This Agreement is not assignable by either party without the written approval of the other party in the form of an amendment hereto, which consent may be unreasonably withheld. ARTICLE XXIII Successors and Assigns 23.1 This Agreement shall be binding upon the parties herein, their heirs, administrators, personal and legal 14 - 95- 547 �Ly representatives, successors, and assigns. ARTICLE XXIV Default and Remedies 24.1 A default shall consist of a substantial breach of any covenant, agreement, provision, or warranty entered into between the CITY and GRANTEE relating to the Project or Grant. 24.2 For purposes of this Agreement, a breach shall include but not be limited to an increase to any time for performance by GRANTEE by more than thirty (30) days, without prior written approval of the CITY. 24.3 If the GRANTEE defaults on its obligations as contained in this Agreement, the CITY may refuse to advance additional CITY funds to GRANTEE at any time upon written notice to GRANTEE. If said default is not cured within thirty (30) consecutive days from notice of such default, the CITY may continue such suspension or, by delivery of written notice, terminate this Agreement. 24.4 If a default occurs, the CITY may at any time or from time to time thereafter protect and enforce any and all rights and remedies available to it under this Agreement by suit in equity, action at law, or by any other appropriate proceeding, whether for specific performance of any covenant or agreement contained in this Agreement, and damages, and other relief, and proceed to take any action allowed or permitted under applicable law or regulations. 24.5 GRANTEE acknowledges that the CITY shall not be liable to 15 - 95- 547 the GRANTEE, or to any party, for completion of, or the failure to complete, any Activities which are a part of the Project. 24.6 venue in any proceedings arising out of this Agreement shall be in Dade County, Florida. ARTICLE XXV General Provision 25.1 GRANTEE accepts Grant funds so appropriated in accordance with the terms of this Agreement. 25.2 GRANTEE agrees: 25.2.1. To maintain a separate checking account to deposit in it all Grant funds received and no other funds in said account and make all disbursements of Grant funds from said account; 25.2.2. To produce all documents reasonably required upon request by the CITY; 25.2.3. To consent to such audits by the CITY, as may be requested by the CITY. 25.2.4. To hire an independent certified public accountant to audit the Project. This audit must be submitted to the CITY within sixty (60) days following each agency/organization fiscal year. 25.3 GRANTEE assures the CITY that the Project will be completed by GRANTEE. 25.4 The GRANTEE warrants that it has obtained, or has a reasonable assurance that it will obtain, all federal, state 16 - 95� 547 and local governmental approvals and reviews required by law to be obtained for this Project. 25.5 _GRANTEE shall place a prominent sign at the Project site consistent with any criteria which may be established by the CITY. 25.6 Chief financial officer of GRANTEE shall execute a Statement of, Accounting Form, attached herein as Exhibit VI, which certifies that the GRANTEE will maintain an accounting system adequate -for the use of these funds. 25.7 GRANTEE will complete the Agency Representative Authorized to Receive and Disburse Funds Form, provided by the CITY and incorporated herein as Exhibit VII, which authorizes appropriate designatees of the GRANTEE to sign checks and pick up checks from the CITY. ARTICLE XXVI terest_o_f Certain Federal Offic 26.1 No member of or Delegate to the Congress of the United States, and no (Resident) Commissioner, shall be admitted to any share or part of this Agreement on to any benefit to arise from the same. ARTICLE XXVII Interest of Member Officers, or Employees of GRANTEE, Members of Local Governing Body, or other Public Official 27.1 No member, officer, or employee of GRANTEE, or its designees or agents, no member of the governing body of the CITY in which the Project is situated, and no other public official - 17 - 95- 547 of the CITY or any other locality who exercises any function or responsibilities with respect to the Project during his or her tenure or for two years thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project assisted under this Agreement. GRANTEE shall incorporate or cause to be incorporated, in all such contracts or subcontracts, a provision prohibiting such interest pursuant to the purposes of this Article. ARTICLE XXVIII EQUAL EMPLOYMENT QRPORTUNITY 28.1 GRANTEE agrees to abide by the Equal Opportunity Clause for contracts subject to Executive Order No. 11246, as described in Exhibit VIII, which is attached and incorporated herein. ARTICLE XXIX Termination of Agreement 29.1 Unless otherwise terminated by the CITY pursuant to the terms and conditions of this Agreement or by mutual consent of the GRANTEE and the CITY, this Agreement shall terminate if. the use permit for this Project is revoked or not renewed. ARTICLE XXX Other Federal Requirements 30.1 GRANTEE agrees to abide by the provisions described in Exhibit IX, which is attached and incorporated herein. IN WITNESS WHEREOF, the parties hereto have caused this - 18 - 95- 547 instrument to be executed thereunto duly authorized on ATTEST4. WALTER J. FOEMAN City Clerk ATTEST: Corporate Secretary APPROVED AS TO INSURANCE REQUIREMENTS: by the respective officials the first date above written. CITY OF MIAMI, a municipal Corporation of the State of Florida CESAR H. ODIO City Manager GRANTEE: Black Archives History and Research Found- ation of South Florida, Inc. President APPROVED AS TO FORM AND CORRECTNESS: i i FRANK K. ROLLASON, A. QUINN JONES III DEPUTY FIRE CHIEF CITY ATTORNEY RISK MANAGEMENT DIVISION STATE OF FLORIDA ) ) SS: COUNTY OF DADE ) Before me personally appeared each known to me, who, having been duly sworn acknowledged before me that the foregoing Agreement was executed by , as President and by as Secretary, on behalf of , a Florida not for profit corporation. DATED at Miami, Dade County, this day of , 1995. NOTARY PUBLIC, STATE OF FLORIDA AT LARGE My Commission Expires: 19 - 95 547 H 4 CITY OF MIAMI, FLORIDA ` INTER -OFFICE MEMORANDUM 74+ TO: The Honorable Mayor and Members DATE : JUN 2 9 1995 FILE of the City Commission SUBJECT : Amending Resolution Nos. 92-391193-373 FROM : Cesa*er REFERENCES: City ENCLOSURES: It is respectfully recommended that the City Commission adopt the attached resolution which amends Resolution Numbers 92-391 and 93-373 by redistributing previously allocated Community Development Block Grant funds as follows: $104,000 to the Black Archives History and Research Foundation of South Florida, Inc., for the rehabilitation of the Historic Lyric Theater, and $68,000 for the completion of the Dorsey House rehabilitation; and further authorizes the City Manager to execute an agreement with said agency in a form acceptable to the City Attorney. On June 11, 1992, the City Commission adopted Resolution 92-391 which allocated $250,000 to the Black Archives History and Research Foundation of South Florida, Inc., for the rehabilitation of the Lyric Theater. At the conclusion of the agreement, the agency had expended $228,000 from this allocation, leaving a balance of $22,000 from this allocation. On June 29, 1993, the City Commission adopted Resolution 93- 373, which allocated a total of $150,000 to the Black Archives History and Research Foundation of South Florida, Inc., to continue the rehabilitation of the Lyric Theater. In addition to the Lyric Theater project, the City has also provided funding to assist in the restoration of the Dorsey House project also administered by Black Archives. To complete this project, $68,000 is needed. Black Archives has requested that the balance of $22,000 from the aforementioned allocation be combined with the $150,000 allocation for a total allocation of $172,000. The combined allocation would provide the 68,000 needed to complete the Dorsey House Project and $104,000 to continue the next phase of the Lyric Theater rehabilitation. (� 95- 547 %y b4i6i Page Two Memorandum to Mayor and Members of City Commission Adoption of the proposed resolution redistributes funds previously allocated to the Black Archives History and Research Foundation of South Florida, Inc., to complete the restoration of the Dorsey House and continue the rehabilitation of the Historic Lyric Theater and further authorizes the City Manager to execute an agreement with the said Agency in a form acceptable to the City Attorney. Attachments: Proposed Resolution Agreement 95-- 547 THE CITY OF MIAMI GRANT AGREEMENT This Agreement is made. and entered into this day of , 1995, by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as the CITY, and the Black Archives History and Research Foundation of 'South Florida, Inc., a Florida not for profit corporation, hereinafter referred to as the GRANTEE. FUNDING'SOURCE: Community Development Block Grant Funds AMOUNT: $172,000 YENPOR NUMBER: 019835 TAX IDENTIFICATION NUMBER: RECITAL WHEREAS, the City Commission adopted Resolution No. , which allocated $172,000 of Community Development Block Grant funds to GRANTEE for Lyric Theatre Rehabilitation and Dorsey House completion. - NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations herein contained, the parties hereto agree as follows: ARTICLE I Definitions 1.1 For the purposes of this agreement, the following terms shall be defined as set forth below. 1.2 "CITY" shall mean the City of Miami, a Florida municipal corporation located in Dade County, Florida. - 1 - 95- 547 1z.. 1.3 "GRANTEE" shall mean the Black Archives History and -Research Foundation of South Florida, Inc., a Florida not for profit corporation. 1.4 "DEPARTMENT" shall mean the City of Miami Department of Community Development. 1.5 The "Project" shall mean for lyric theatre rehabilitation. 1.6 "Grant" shall mean those monies advanced to GRANTEE by the CITY in connection with the Project and --pursuant to the terms and conditions of this Agreement. ARTICLE II — Authorization 2.1 CITY hereby authorizes a Grant to GRANTEE in the amount of One Hundred Seventy -Two Thousand Dollars ($172,000) of Community Development Block Grant Funds for lyric theatre rehabilitation and Dorsey House completion. 2.2 CITY shall approve all reasonable and necessary funding commitments within the allocation of One Hundred Seventy -Two Thousand Dollars ($172,000) grant for the Project, which approval shall not be unreasonably withheld, subject, however, to the limitations set forth in 8.1 herein. - ARTICLE III Supervision 3.1 For the purpose of this Agreement, the City of Miami - 2 - 95- 547 ZiW Department of -Community Developma,it (hereinafter the a "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. ARTICLE IV Term 4.1 The term of this Agreement shall commence upon execution by the City Manager and shall terminate 548 days thereafter. ARTICLE V Funding 5.1 The Grant shall be in an amount not to exceed $172,000 for lyric theatre rehabilitation and Dorsey House completion. 5.2 GRANTEE hereby agrees to pay Documentary Stamps, Intangible taxes, Recording Fees, licenses, and any other miscellaneous costs generated in relation to the Grant, including the purchase of various required title and general -liability insurance policies. 5.3 (SCOPE OF SERVICES) For Lyric Theatre Rehabilitation and Dorsey House completion. 5.4 1 GRANTEE warrants that it will obtain at its own cost and expense, all federal,. state and local governmental approvals, licenses, permits and reviews required by law. 5.5 In accordance with the Davis -Bacon Act, as amended, attached herein as Exhibit I, prevailing wage rates must be applied to all construction or other labor covered by this Grant. 5.6 Upon execution of this Agreement, all payments (advances and - 3 - 95- 547 reimbursements) •shall be made to the GRANTEE for costs incurred in the Project upon submission of a written request to the CITY. The CITY will disburse funds to GRANTEE upon approval and processing of this request. The request for funds must include original invoices for all costs to be paid by the CITY Grant. In the event that an invoice is paid' by various funding sources, a copy of the invoice may be submitted but the GRANTEE must indicate the exact amount paid by each funding source and the total paid by all sources must equal the total of the invoice. The request for funds shall be considered for payment only when the work relating to each invoice has been fully completed and all applicable permits, licenses and inspections, as required, have been satisfied. All payments shall be for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget, attached herein as Exhibit II. Such written request shall contain a statement declaring and affirming that all costs incurred were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made. 'Within '60' daysofsubmitting a request for payment, copies ..of the cancelled checks to pay each invoice shall be submitted to the CITY. ARTICLE VI Reporting 6.1 GRANTEE shall provide the CITY on or before the last weekday 95-- 547 date of each month with a monthly report of all Project activities, including a narrative summary of progress. The report shall include Project activities funded through the City Grant and all other funding sources. `6.2 GRANTEE shall provide the CITY a monthly financial statement showing all expenditures appropriate to the Project and a final expenditure report within 30 days after all funds have been released to the GRANTEE. 6.3 GRANTEE shall provide the CITY with a monthly Employment Utilization Report ,on U.S. Department of Labor Form CC-257, attached herein as Exhibit III. The reports shall be due monthly on or before the last weekday date of each month and shall continue until the Project is completed. 6.4 GRANTEE shall provide the CITY with additional program information as is reasonably needed by the CITY. 6.5 GRANTEE shall (i) keep and maintain books, records and other documents relating directly to the receipt and disbursement of CITY funds; and (ii) permit any duly authorized representative of the United States Department of Housing and -Urban Development, Comptroller General of the United States, State of Florida, or the CITY, at all reasonable times, have complete access to and the right to inspect, copy," audit and examine all such books, records and other documents of such GRANTEE at a location within Dade County specified by the CITY or other requesting party until the completion of all close-out procedures respecting this Agreement and the final settlement and conclusion of all _ 5 95- 547 issues arising out of this Agreement. 6.6GRANTEE agrees that any duly authorized representative of CITY shall, at all reasonable times, have- access to any portion of the Project site. 6.7 No later than 60 days following the end of agency/organization fiscal year during the existence of the Grant,. GRANTEE shall deliver its income/expense statement for that year in certificate form signed by a Certified Public Accountant. ARTICLE VII I Indemnification 7.1 GRANTEE shall` indemnify and save CITY harmless from and against any and all claims, liabilities, actions, losses, and causes of action which may arise out of GRANTEE's activities under this Agreement, including all other acts or omissions to act on the part of GRANTEE, including any of its agents, servants, employees, or person acting for or on its behalf; from and against any relevant orders, judgments, or decrees which may be entered against the CITY; and from and against all costs, damages, attorney's fees, expenses, interest, penalties, and.liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. Ten ($10.00) dollars of this grant is independent and separate consideration for the receipt of this indemnity. 7`.2 GRANTEE further agrees that under no circumstances will the CITY, its officers and employees be held liable for any 95- 547 claim for* payment, of money or claims for debt associated with the Project, legal operation of projects operated by the GRANTEE and maintenance of the facility -upon completion. ARTICLE VIII Contingency -Clause 8.1 Funding for this Agreement is contingent on the availability of funds and continued authorization of the Grant and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. ARTICLE IX Recapture of Funds 9.1 CITY shall reserve the right to recapture funds with interest costs and a reasonable attorney's fees for counsel for the CITY when the GRANTEE shall fail (i) to substantially comply with the terms of this Agreement or (ii) to accept conditions imposed by CITY at the direction of the federal, state and local agencies or (iii) if the CITY must institute and/or defend legal or administrative .proceedings or claims arising out of subsections (i) or (ii) herein, or any other breach or default by the GRANTEE. GRANTEE agrees to pay such reasonable attorney's fees and costs in the event the recapture of funds is claimed. ARTICLE X NQndiscrimioation 10.1 GRANTEE agrees that it shall not discriminate as to race, sex, color, creed, or national origin in connection with its - 7 - 95- 547 %" performance under this Agreement. 102 Furthermore, that no otherwise qualified individual shall solely, by reason of his/her race, sex, color, creed, national origin, or handicap, be excluded from the participation of this program, or be subjected to discrimination by the GRANTEE. ARTICLE XI Minority Procurement Compliance Clause °11.1 GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 9775, the Minority Procurement Ordinance of the CITY, attached herein as Exhibit IV, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. ARTICLE XII Conflict of Interest 12.1 GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interest, direct or indirect, in this Agreement. GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interest on the part of GRANTEE or its employees must be disclosed in writing to the CITY. GRANTEE is aware of the conflict of interest laws of the CITY (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1), and the State of Florida, and agrees that it will fully comply in all 8 95 547 akya� respects with the terms of said laws. ARTICLE XIII Compliance with Federal State and Local Laws 13.1 Both parties shall comply with all applicable laws, ordinances, rules, regulations, and codes of federal, state and local governments. ARTICLE XIV Amendments 14.1 No amendments to this Agreement shall be binding on either party unless in w-Tting and signed by the duly- authorized officers of both parties. ARTICLE XV Agreement Documents 15.1 All of the documents hereinafter' listed relative to this Grant and/or Project form the Agreement and they are as - fully a part of. the Agreement as if hereto attached, or - repeated in this Agreement: Advertisement for Bids -or Request for Proposals Proposal Bid Bond Contracts including without limitation: Construction, Architecture, Engineering, and Landscape Architecture Performance Bond Maintenance Performance Bond Instructions to Bidders Specifications Fidelity Bond Addenda 9 - 15.2 GRANTEE agrees •that all documents maintained and generated pursuant to this contractual relationship between CITY and GRANTEE shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes It is further understood by and between the parties that any documents or things which are given by CITY to GRANTEE pursuant to this Agreement shall at all times remain the property of CITY and shall not be used by GRANTEE for any other purposes whatsoever without the written consent of CITY and shall be returned to the CITY upon request. ARTICLE XVI Award of Agreement 16.1 GRANTEE warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. ARTICLE XVII - Non-Delegability 17.1 The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned. to any other person or firm unless CITY by and through an authorized officer of the DEPARTMENT shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. CITY reserves the right 10 - �� 547 64 to refuse delegation or assignment of the rights and obligations of this Agreement without cause or justification. ARTICLE XVIII Construction o_ f Ag-reement 18.1 This Agreement shall be construed and enforced according to the laws of the State of Florida. ARTICLE XIX General Condition 19.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. The CITY will be notified in writing within 10 days of any change of address of the GRANTEE. CITY OF MIAMI GRANTEE Cesar H. Odio Black Archives History and City Manager Research Foundation of South Attention: Director, Florida, Inc. Dept. of Community Att: President Development 5400 N.W. 22 Avenue, Suite 300 Biscayne Blvd. Way #101 Suite 420 Miami, Florida 33142 Miami, Florida 33131 19.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 19.3 In the event of conflict between the terms of this Agreement 95- 547 / and any terms or conditions contained in any attached documents, the terms of this Agreement shall control. 19.4 No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or. any other provision hereof, and no waiver shall be effective unless made in writing. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the Unites States, State of Florida, Dade County, or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modified to the extent necessary 1. in order to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full operative force and effect. 19.6 GRANTEE shall pay, prior to delinquency, all taxes, assessments and other governmental charges that may be laid or levied upon GRANTEE.. GRANTEE shall at all times in the operation and maintenance of the Project contemplated under this Agreement, abide by the laws enacted or promulgated by federal, state, county, city or other governmental bodies or departments or officers thereof, including the City Charter, zoning ordinances and the Municipal Code of the CITY and directives of the City Manager. - 12 - 95- 547 llwiN ARTICLE XX _ 211sleg nd nt Contractor 20.1 GRANTEE and its employees and agents shall b9.4eemed to be independent contractors and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further they shall not be deemed entitled -to, the Florida Workers' Compensation benefits as an employee of CITY. 20.2 Nothing contained in this Agreement, nor any act of —the CITY, or any of the parties, shall be deemed or construed by any or the parties, or third persons, to create any relationship of third -party beneficiary, principal and agent, limited or general partnership, or joint venture, or. of any association or relationship involving the CITY as a partner, joint venturer or business affiliate or associate. ARTICLE XXI Insurance 21.1 GRANTEE agrees to maintain Builder's Risk Insurance and a comprehensive policy of liability, theft and property damage insurance, the limits of, such insurance to be determined by the CITY's Insurance. Coordinator, Miami, Florida, (305)579-6058. CITY shall be listed on all policies as an additional insured. A certificate evidencing such insurance _coverage, attached herein as Exhibit V, shall be filed with the CITY's Insurance Coordinator prior to the commencement of performance under this Agreement. The insurance required by - 13 - 1� 9 5 - 547 virtue of this Agreement must be wzLtten by a company or companies rated at least A as to management, and at least Class X as to financial strength in the latest edition of the Best's Insurance Guide, and who have a Florida resident agent. At least 30 days prior to the expiration of such a policy, a certificate showing that such insurance coverage has been renewed shall be filed with the CITY's Risk Manager. Such certificates shall provide that such insurance coverage will not be cancelled without thirty (30) days prior written notice. GRANTEE shall notify the CITY immediately upon receipt of an insurance cancellation notice. ARTICLE XXII Amendments and ss'gnabilit� 22.1 CITY and GRANTEE may, at their discretion, amend this Agreement at any time to conform with any facts which may require such amendment. Amendments, if so required, shall be attached hereto in writing and signed by all duly authorized representatives of each party. `22.2 This Agreement is not assignable by either party without the written approval of the other party in the form of an amendment hereto, which consent may be unreasonably withheld. ARTICLE XXIII Successors and Assigns 23.1 This Agreement shall be binding upon the parties herein, their heirs, administrators, personal and legal - 14 - �0 95- 547 , ti�iit7.y�`IJ representatives,•successors, and assigns. ARTICLE XXIV 24.1 Default and Remgdies -A default shall consist of a substantial breach of any covenant, agreement, provision, or warranty entered into between the CITY and GRANTEE relating to the Project or Grant. 24.2 For purposes of this Agreement, a breach shall include but not be limited to an increase to any time for performance by GRANTEE by more than thirty (30) days, without prior written approval of the CITY. 24.3 If the GRANTEE defaults on its obligations as contained in this Agreement, the CITY may refuse to advance additional CITY funds to GRANTEE at any time upon written notice to GRANTEE. If said default is not cured within thirty (30) consecutive days from notice of such default, the CITY may continue such suspension or, by delivery of written notice, terminate this Agreement. 24.4 If a default occurs, the CITY may at any time or from time to time thereafter protect and enforce any and all rights and remedies available to it under this Agreement by suit in equity, action at law, or by any other appropriate proceeding, whether for specific performance of any covenant or agreement contained in this Agreement, and damages, and other relief, and proceed to take any ,action allowed or permitted under applicable law or regulations. 24.5 GRANTEE acknowledges that the CITY shall not be liable to - 15 - 95- 547 �� 110') 1"1 1 the GRANTEE, or -to any party, for completion of, or the failure to complete, any activities which are a part of the Project. 24.6 Venue in any proceedings arising out of this Agreement shall be in Dade County, Florida. ARTICLE XXV General Provision 25.1 GRANTEE accepts Grant funds so appropriated in accordance with the terms of this Agreement. _ 25.2 GRANTEE agrees: 25.2.1. To maintain a separate checking account to deposit in it all Grant funds received and no other funds in said account and make all disbursements of Grant funds from said account; 25.2.2. To produce all documents reasonably required_ upon request by the CITY; 25.2.3. To consent to such audits by the CITY, as may be requested by the CITY. 25.2.4. To hire an independent certified public accountant to audit the Project. This audit must be submitted to the.CITY within sixty (60) days following each agency/organization fiscal year. 25.3 GRANTEE assures the CITY that the Project will be completed by GRANTEE. 25.4 The GRANTEE warrants that it has obtained, or has a reasonable assurance that it will obtain, all.federal, state - 16 - 95- 547 1 and local governmental approvals and ,reviews required by law to be obtained for this Project. 25.5 GRANTEE shall place a prominent sign at the Project site - consistent with any criteria which may be established by the CITY. 25.16 Chief financial officer of _GRANTEE shall execute a Statement of Accounting Form, attached herein asExhibitVI, which certifies that the GRANTEE will maintain an accounting system adequate for the use of these funds 25.7 GRANTEE will complete the Agency —Representative Authorized to Receive and Disburse Funds Form, provided by the CITY and incorporated herein as Exhibit VII, which authorizes appropriate designatees of. the GRANTEE to sign checks and pick up checks from the CITY. ARTICLE XXVI 26.1 No member of or Delegate to the' Congress of the United States, and no (Resident) Commissioner, shall be admitted to any share or part of this Agreement or to, any benefit to "arise from the same. ARTICLE XXVII Interest of Member. Officers,__or Employges of GRANTEE, Members of Local Governing Body. or other Public Official 727.1 No member, officer, or employee of GRANTEE, or its designees or agents, no member of the governing body of the CITY in which the Project is situated, and no other public official 17 - of the C1t or any other locality whc, exercises any function or responsibilities with respecttothe Project during his or her tenure or for two years thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project assisted under this Agreement. GRANTEE shall incorporate or cause to be incorporated, in all such contracts or subcontracts, a provision prohibiting such interest pursuant to the purposes of this Article. ARTICLE XXVIII EOUAI: EMPLOYMENT OPPORTUNITY 28.1 GRANTEE agrees to abide by the Equal Opportunity Clause for contracts subject to Executive Order No. 11246, as described in Exhibit VIII, which is attached and incorporated herein. ARTICLE XXIX Termination of Agreement 29.1 Unless otherwise terminated by the CITY pursuant to the terms and conditions of this Agreement or by mutual consent of the GRANTEE and the CITY, this Agreement shall terminate if the use permit for this Project is revoked or not renewed. ARTICLE XXX Other Federal Requirements 30.1 GRANTEE agrees to abide by the provisions described in Exhibit IX, which is attached and incorporated herein. IN WITNESS WHEREOF, the parties hereto have caused this 18 - r,.,...., - - - thereunto duly authorized on the first date above written. ATTEST: CITY OF MIAMI, a municipal Corporation of the State of Florida Corporate Secretary APPROVED AS TO INSURANCE REQUIREMENTS: FRANK K. ROLLASON, DEPUTY FIRE CHIEF RISK MANAGEMENT,DIVISION STATE OF FLORIDA ) SS: COUNTY OF DADE ) CESAR H. ODIO City Manager GRANTEE: Black Archives History and Research Found- ation of South Florida, Inc. President APPROVED AS TO FORM AND CORRECTNESS: P w � A. QUINN JONES III CITY ATTORNEY Before me personally appeared each known to me, who, having been duly sworn acknowledged before me that the foregoing Agreement was executed by , as President and by as Secretary, on behalf of a .Florida not for profit corporation. DATED at Miami, Dade County, this day of , 1995. NOTARY PUBLIC, STATE OF FLORIDA AT LARGE My Commission Expires: 19 - 5- 547 ��PJ