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HomeMy WebLinkAboutR-89-0510J-89-544 5/ 11/89 G RESOLUTION NO. A RESOLUTION, WITH ATTACHMENTS, AUTHORIZING THE CITY MANAGER TO EXECUTE INDIVIDUAL CONTRACTUAL AGREEMENTS, IN SUBSTANTIALLY THE FORM ATTACHED, WITH TWELVE (12) NEIGHBORHOOD ECONOMIC DEVELOPMENT ORGANIZATIONS, FOR THE. AMOUNTS SPECIFIED FOR EACH, TO CONTINUE IMPLEMENTING ECONOMIC DEVELOPMENT PROGRAMS, WITH FUNDS ALLOCATED THEREFOR FROM THE FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT. WHEREAS, the City Commission is committed to economic development and the expansion of trade and commerce, and WHEREAS, the promotion of economic revitalization in the neighborhoods of the City of Miami is an important part of the City's economic development strategy; and WHEREAS, the City Commission is desirous of continuing the neighborhood economic development program and funds are available from the Fifteenth (15th) Year Community Development Block Grant for such a purpose; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute twelve (12) individual contractual agreements, with the following neighborhood development agencies, for the amounts and contract period specified for each, for the purpose of implementing a Neighborhood Economic Development Program subject to approval of each agency's work program by the U.S. Department of Housing (HUD), with funds hereby allocated therefor from the Fifteenth (15th) Year Community Development Block Grant: CBO 1. Allapattah Business Development, Inc. CONTRACT AMOUNT PERIOD $50,000 1 Year CITY COMMISSION MEETING OF JUN 7 1989 )N No. 897l MW CONTRACT CBO AMOUNT PERIOD 2. Coconut Grove Local Development 50,000 1 Year Corporation, Inc. 3. Downtown Miami Business Association, Inc. 50,000 1 Year 4. Greater Biscayne Boulevard Chamber 25,000 6 Months of Commerce, Inc. 5. Greater Miami United, Inc. 95,000 1 Year 6. Haitian Task Force, Inc. 50,000 1 Year 7. Little Havana Development Authority, Inc. 50,000 1 Year 8. Martin Luther King Economic Development 25,000 6 Months Corporation, Inc. 9. New Washington Heights Community 50,000 1 Year Development Conference, Inc. 10. Small Business Opportunity Center, Inc. 50,000 1 Year 11. St. John Local Development 50,000 1 Year Corporation, Inc. 12. Wynwood Community Economic Development 25,000 6 Months Corporation., Inc. Section 2. This resolution shall become effective immediately upon its adoption pursuant to law. PASSED AND ADOPTED THIS 7th day of June , 1989. ' <� It '-OL4 XAVIER . SUAREZ YOR COMMUNITY DEVELOPMENT REVIEW AND APPROVAL: FRANK CASTANEDA, DIRECTOR DEPARTMENT OF COMMUNITY DEVELOPMENT -2- 897-510' OWN FINANCE DEPARTMENT REVIEW AND APPROVAL: CARLOS G CIA, DIRECTOR DEPARTMENT OF FINANCE MANAGEMENT & BUDGET REVIEW AND APPROVAL: ,w 4 )6�- MANOHA SU ANA, DIRECTOR DEPAR EN OF MANAGEMENT & BUDGET PREPARED AND APPROVED BY: ROBERT F. CLARK CHIEF DEPUTY CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: r JO GE L. FE DEZ CITY ATTORN Y I■ w ATTACHMENTS TO RESOLUTION 89-510 filed in (2 of 5) of Meeting #3926 JUNE 7, 1989 CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT ALLAPATTAH BUSINESS DEVELOPMENT AUTHORITY, INC. (ABDA) THIS AGREEMENT. entered into this day of , 19 , between the City of Miami, a municipal corporation of. the State of Florida, (hereinafter referred to as the "CITY"), and ALLAPATTAH BUSINESS DEVELOPMENT AUTHORITY, INC. (ABDA) non—profit corporation fully organized and existing by virtue of the laws of the State of >+lorida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. 1.2 List of Present- Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.3 List of Key Staff Persons, with their titles, who will carry out this program. 6 1.4 Copy of GRANTEE's current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 Completion of Authorized Representative Statement (on form supplied by the CITY). 1.6 •Completion of Statement of Accounting System (on form supplied by the CITY). 89-510 1.1 CPA letter verifying the GRANTEE'S Accounting System or current Audit Report (which verifies the GRANTEE's internal controls as adequate to safeguard the organization's assets). 1.8 Proof of. Workers' Compensation Insurance.. 1.9 GRANTEE's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of this Agreement. 1.11 Completion of staff salary schedule (on forms supplied by the CITY). 1.12 Copy of Current Management Services Agreement (when applicable). 1.13 Work Program (approved by the CITY). 1.14 Completion of GRANTEE'S Program/Line—Item budget Expenditure Justification (on forms supplied by the CITY). 1.15 Completion of. GRANTEE'S Total Actual. and Projected Funds Disclosure (on forms supplied by the CITY). 1.16 Job Description and Resumes for all positions ftinded in whole or in part under this Agreement. ARTTCLE II 2.1 TIME OF PERFORMANCE, The term of this Agreement shall be from JuIX 1, 1989. e s through .Tune 30, 1990. r V 2.2 CITY AUTIiORI7.A,rTON A For the purpose of this Agreement, the City of Miami, r 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 K= provided by this Agreement. 2 - 89-1C . 2.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating, to said grant and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 2.4 OBLIGATION OF GRANTEE, The GRANTEE shall carry out the services as prescribed in its Work Program (Attachment 1), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United States Secretary of Housing and Urban Development (11UD) and the City of Miami's Department of Community Development. 2.5 HBO WORK PROGRAM GRANTEE shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment I) which is attached and incorporated herein and made a part of this Agreement. 2.6 BUDGET SUMMARY AND LINE ITE14 BUDGET JUS`t'IFICATION GRANTEE shall comply with its Program/Line-Item Budget Expenditure Justification (Attachment II) which is attached and incorporated herein and made a part of this Agreement. 2.7 RETENTION OF RECORDS GRANTEE shall retain all financial records, supporting documents, statistical records, and all otiaer records pertinent to this Agreement for a period of three (3) years. -3- The retention period starts from ttte date of the submtsston of the fInai expenditure report. Records for non --expendable property acquired with funds under the Agreement shall be retained for a period of three (3) years after Its final disposition. AT records retained pursuant to this section shall be retained beyond the three (3) year period if audit findings have not been resolved. 2.8 BONDING AND INSURANCE GRANTEE shall maintain insurance and bonding, coverages acceptable to the CITY. Prior to commencing any activity under this Agreement, the GRANTEE shall furnish to the CITY certificates of insurance and bonding indicating that the GRANTEE is in compliance with the provisions of this article. GRANTEE, shall provide the following coverages: a) Insurance coverage t)is t reflects sound business practices acceptable to the CITY. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal. to or greater than the maxtmum amount of cash held at any one time. CITY shall be a primary additional insured on all insurance policies and there shall be no exclusions e in such policies to overrtde the CITY'S coverage. Compliance with the foregoing requirements small not relieve the GRANTEE of its liability and obligations under this section or under any other section of this Agreement. c) Current liability insurance, naming the CITY as .in additional insured and rated by A.M. Best's as to "A" Classification and a "V" as to financial size. 2.9 LFV9L OF SEf2V10E Should start-up time for a program be required or any delays in service occur, the Department of Community Development is to be notified in writing immediately, giving a I I pertinent details and indicating when service will begin and/or continue. it is understood and agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the Initiation of services hereunder, shall be continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement will not result in the displacement of employed workers, impair existing contracts for services, or result in the substitution of funds allocated under tills Agreement for other funds in connection with work which would have been performed in the absence o,f this Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical. costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany g11 requests for payment. All non -expendable property acquired for the program with CITY funds will revert to the CITY at the end of CITY's funding of the Program (non -expendable property being properties, which will not be consumed or lose identity). GRANTEE shall be responsible to CITY for any damage or destruction to said property and shall reimburse CITY for such damage or destruction. GRANTEE shall establish and maintain a property control system and shall be responsible for maintaining a current inventory on all capital items purchased with CITY funds. All capital expenditures over. $50.00 must be approved by CITY prior to purchase. All items -5- pit rchaesed shall remain L11f, property or tilt• CITY. Property is to he inventoried semiannually and submitted to the CITY including a property record listing the description, model serial number, date or acquisition, and cost. GRANTEE shall. permit CITY staff access to the premises where property is kept for the purpose of monitoring inventory. GRANTEE. sha11 not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORITY PROCUREMENT COMPLTANCE CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shall comply with ail applicable substantive and procedural provisions therein, including any amendments thereto. • 2.12 DISCLOSURE OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sources received during the term of this Agreement, within 30 e days of such change. Examples of in -kind funds include free rent, labor, and office equipment. 2.13 REPORTS. AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in writing, in a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be requested. -6- Ask GRANTEE shall prepare. in writing, in a format acceptable to CTTY, any reports or documentation that may be required by Federal, State or Local Directives. At the request of CITY, GRANTEE will transmit to CITY written statements of GRANTEE's official policy on specified issues relating to GRANTEE's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 The CITY reserves the ri$ht to conduct an audit after the expiration of this Agreement. ARTICLE LIT. 3.1 COMPENSATION a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to Article II hereof, $ 50,000.00 . b) CITY shall have the right to review and audit the time records and related records of GRANTEE pertaining to any payments by CITY. a! t a MCT1101) OF PAYMEN'r Upon execution of this Agreement and with a written request from GRANTEE, CITY shall advance I/6Lh of the appropriated funds to GRANTEE. Thirty (30) days after the final reimbursement of the fiscal year, GRANTER must submit a final expenditure report verifying the expenditure of 811 funds reimbursed under this agreement. Al payments shall be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/I.ine-Item Budget F.xpendttiire Justification. Such written request shall contain a statement declaring and affirming that all disbursement were made in accordance with the approved budget. Al documentation in support of such request shall be subject to approval by CITY at the time the request is made. All reimbursements must he in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and made payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No *miscellaneous categorl.es will be accepted as s It ne-item in the budget. Request for line -item changes, no more than two (2) per fiscal year are allowable, with prior review and approval by the CITY. All line -item changes must he made prior to May 30,1990. 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of sixteen thousand five hundred dollars $16,500, by June 30, 1990, from approved revenue generating projects. These Funds are to be used in lieu of an advance on the fiscal 1990-91 City contract. funds • generated by grants (federal, state and local) will be considered generated revenues. Tn the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1990, future contracts with the GRANTEF. will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 3.4 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of GRANTEE at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT - TIMELY SUBMISSION Requests for payment shall be made on a monthly basis. r Reimbursement requests for expenditures incurred during the term of this Agreement shall not be honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by the CITY within 30 days following the expiration date of this Agreement. - 9- �""� AWL 3.6 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the GRANTEE sha1L fail (i) to comply with the terms of this Agreement or (I I) to accept conditions imposed by CITY at the direction of the federal, state and local agencies. 3.7 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds. and/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of Labor guidelines, a detailed statement of the personnel policies of GRANTEE,. These personnel policies are to include, but are not limited tn, pay schedules, fringe benefits, resumes from staff, method used to compute vacations and Ill time, working hours, office procedures, paid holidays, computation of wages, job descriptions to include qualifications for ;job, an affirmative action plan, an equal employment opportunity statement, disciplinary procedures and method,, and format for and frequency of employees' evaluations. Tile CITY will not reimburse GRANTEES for family health care insurance premiums, nor will the ARTICLE IV 4.1 PROJECT PUBLICITY GRANTEE shall abtde by affirmative action regutnttons in informing residents of the geographical area to be served hereunder and of the servtces to be offered by utilizing any available means for advertisement, as necessary for recruitment and outreach. All literature, advertising, publicity or promotion regarding GRANTEE's activities will be submitted to CITY for review and approval prior to release or distribution. No press conference will be scheduled without written notice to CITY. 4.2 NONDTSCRIMINATTON GRANTEE agrees that tt shalt not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under this Agreement. 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 in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal. financial assistance. 4.3 CONFLICT OF INTEREST a) GRANTEE covenants that no person under its employ = who presently exercises any functions or responstbilities in connection with this Agreement has any personal f.inanciat interests, direct or indirect, with CITY. GRANTEE, furttie r covenants that, in the performance of this Agreement, no person havtng such conflicting interest shall be employed. Any such interests on the part of GRANTED or its employees, must be disclosed in writing to CITY. b) GRANTEE i.s aware of the conflict of interest laws of the City of Miami. (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 shall fully comply in all respects with the terms of said laws. 4.4 INDEMNIFICATION GRANTEE shall indemnify and save CITY harmless from and against any and all claims, liabilities, 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 person acting for or on its behalf; from and against any relevant orders, judgements, or decree-, which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances, and codes of federal, state and local governments. 0. o 4.6 AMENDMENTS No amendments to this Agreement shall he binding on either party unless in writing and signed by both parties. 4.7 SUBCONTRACTS 0 GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to -12- �-it G the terms and conditions of this Agreement. Proper documentation in accordance with the DEPARTMENT And CITY guidelines and directives most be submitted to and approved by the DEPARTMENT prior to GRANTEE's execution of any subcontract. The advance notification process shall include the following: a) Identification of the sub -GRANTEE And services to be provided. b) The proposed subcontract, together with a complete and accurate breakdown of the price on a component -by -component basis, and all hid documents. c) Identification of the type of subcontract to be used. d) Summary of actions taken to select the sub - GRANTEE. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE,. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall bepome the property of CITY, without restriction or limitation on its use. 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 document or thing which is given by CITY to GRANTEE pursuant to this Agreement shall at all timers remain the property of CITY and shall not be used by GRANTEE for any other purposes whatsoever without the written consent of CITY. -13- .......... ..... 4.9 AWARD OF AGREEMENT 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 tills Agreement. 4.10 NON-DELF.GABI.LITY The obligations undertaken by the GRANTEE. pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE agrees and understands th'bt CITY has no obligations to renew this Agreement. e • 4.13 rERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing to GRANTEE, who shall be ® paid for those services performed prior to the date of r its receipt of the notice of termination. In no case, however, will CITY pay GRANTEE an amount 1n excess of the total sum provided by this Agreement. -14 - 89..,5 10; 11 It is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL CONDITIONS a) 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. CITY OF 14IAMI GRANTEE Department of Community Allapattah Business Development Development Authority, Inc. 1145 N.W. llth Street 2515 N.W. 20th Street Miami, Florida 33136 Miami, Florida 33142 b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. c) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms 111 this Agreement shall control. d) 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 s unless made in writing. e) Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be a determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable 4 -15- tinder the laws of the State of Florida 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 modifiable 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 in full force and effect. 4.15 INDEPENDENT GRANTEE GRANTEE and its employees and agents shall be deemed to be independent GRANTEES 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. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. 4.17 DEFAULT PROVISIONS In the event that GRANTEE shall fail to comply with each and every term and condition of. this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to GRANTEE, may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to GRANTEE by CITY while GRANTEE was ME in default of the provisions herein contained shall be forthwith returned to CITY, -16- ARTICLE V 5.1 GRAN'rFsR CERTIFTCATIONS `- GRANTEE, certifies that: a) It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an official act of GRANTHE's governing body, authorizing the execution of. the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the GRANTEE to act in connection with the Agreement and to provide such additional information as may be required. b) It will comply with the provisions of the Hatch Act which limits the political activity of employees. c) No program under this Agreement shall involve political activities. d) It shall prohibit employees from using their - positions for a purpose that is or gives the appearance of being motivated by desire for private pain for themselves or others, particularly those with whom they have family, business, or other ties. e) LL Participants or employees in the program pursuant W to this Agreement will not be employed on the construction, operation, or maintenance of that part of any facility which is used for relii;ious instruction or worship. f) Appropriate standards for health and safety in work and training situations will be maintained. _ g) Persons employed in public service jobs under thin Agreement shall he paid waives which shall not be lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or -17- C h) i) 3) AWL local minimum wage for the most nearly comparable covered employment. or (c) the prevailing rates of pay for persons employed in simi.lar occupntinns by the same employer. It will comply witl► the Ctvt.l Rights Act as amended. It will comply with the requirements and standards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local and Federally recognized Indian Trtbal Governments"; OMB Circular No. A-128, "Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, and with attachment-; to OMB Circular No. A-110 listed at 24 CFR Part 570.502 "Community Development Block Grant" Final Rule (Page J-3 and J-4) Federal Register, September 6, 1988. It will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Title 29. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above wrttten. ATTEST: CITY OF MIAMI, a municipal Corporation of the State of Florida 11 ATTEST: C RPORATE SECRRTARY p -} ERNA NDLZ GRANTEE: APPROVED AS TO FORM AND CORRECTNESS: 11 Av —PILE DENT oRLA."Do (J2R.A. (AFFIX SEAL) JORGE L. FERNANDEZ CITY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS: DIVISION OF RISK MANAGEMENT 5/89 /gjd -19- CORPORATE RESOLUTION r WHEREAS, desires to enter into an agreement with the City of Miami; and Whereas, the Board of Directors dt a duly held corporate meeting has considered the matter in accordance with the By —Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this day of , 198 BO OF DIRECTORS CHALRPE ON 4ORLA NDo UP-aA r uz'Itz V `' " `- I s SECRETARY WSA IEProAmAP_-z, (AFFIX SEAL) f f(F 9•'" 11 CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT WYNWOOD COMMUNITY ECONOMIC DEVLLOPMENT CORPORATION, INC. (WCEDC) THIS AGREEMENT, entered into this day of , 19—, between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and WYNWOOD COMMUNITY ECONOMIC DEVLLOPMENT CORPORATION, INC. (WCEDC) non-profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: • FIFTEENTH (15T11) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUND .__. M. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I MUM As a necessary part of. this Agreement, the GRANTEE, shall provide the CITY with the following: l.lV Copy of GRANTEE's Articles of Incorporation, Charter e •' i; r r and Bylaws. 1.2 . List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.3 "'List of Key Staff Persons, with their titles, who will F carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 V Completion of Authorized Representative Statement (on ' form supplied by the CITY). .� 1.6 d Completion of Statement of Accounting System (on form s . f'•r supplied by the CITY). �r 1.7 CPA letter verifying the GRANTEE's Accounting System or current Audit Report (which verifies the GRANTEE's internal controls as adequate to safeguard the organization's assets). 1.8 Proof of Workers' Compensation Insurance. 1.9 GRANTEE's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of this Agreement. 1.11 Completion of staff salary schedule (on forms supplied by the CITY). 1.12 Copy of Curre4t Management Services Agreement (when applicable). 1.13 Work Program (approved by the CITY). 1.14 Completion of GRANTEE'S Program/Line-Item Budget Expenditure Justification (on forms supplied• by the CITY). 1.15 Completion of GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). 1.16 Job Description and Resumes for all positions funded in whole or in part under this Agreement. ARTICLE II 2.1 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1989, L through December 31, 1989. e • �� —p 2.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami, 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. - 2- :-51 2.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating; to said grant and correctly sets forth the rights, duties, and obligations of each to the other as of tts date. Any prior agreements, promises, negottat tons, or representations not expressly set forth in this Agreement are of no force or effect. 2.4 OBLIGATION OF GRANTEE The GRANTEE shall chrry out the services as prescribed in its Work Program (Attachment T). which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United Staten Secretary of {lousing and Urban Development (IIUD) and the City of Miami's Department of Community Development. 2.5 HBO WORK PROGRAM GRANTEE shall comply with its obligations as described in its 'ttanagement By Objectives (MBOs) (Attachment 0 which is attached and incorporated herein and made a part of this Agreement. � e 2.6 BUDGET SUMMARY AND LINE TTEM BUDGET JUSTIFICATION s d GRANTEE s(tiatl comply with its Program/Line-Item Budget. I Expenditure JustiEication (Attachment IT) which is attached and incorporated herein and made a part of this Agreement. 2.7 RETENTION OF RECORDS GRANTEE shall retain all financial records, supporting documents, statistical records. and all other records pertinent to this Agreement for a period of three (3) years. - 3-'`�' . The retention period ►;tarts Prot" thn date of the sub►IssIon of the final expend 1.tnre report. Records far non• -expendable property acquired with funds under the Agreement shall be retained for a period of three (3) years after its final disposition. At records roL aIned pursuant to this sect: ton shall be retained beyond the three (3) year period if audit findings have not been resolved. 2.$ BONUTN(; ANO INSURANCE GRANTEE shall maintain insurance and bonding, coverages acceptable tot the CITY. Prior to commencing any activity under this Agreement, the GRANTEE shall furnish to the CITY certificates of insurance and bonding tndicatIng that the GRANTEE is in compttance with the provisions of this article. GRANTEE shall provide the following coverages: a) insurance coverage that reflects sound business practices acceptable to the CITY. b) Fidelity bonding for all persons Handling funds received or disbursed under this Agreement in an amount equal. to or greater than the maximum amount of cash held at Any one time. CITY shall he a priwary additional insured on all insurance policies and there shall be no exclusions in such policies to override the CITY'S coverage. Compliance with the f.oreg;oing requtrements shall not relieve the GRANTEE of Its liability and obligations under this section or under any other section of this Agreement. c) Current Itability insurance, naming the CITY as tin additional insured and rated by A.M. Rest's as to "A" Classification and a "V" as to financial: size. -4 - 2.9 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Community Development is to be notified In writing immediately, giving all pertinent details and indicating when service will begin and/or continue. it is understand and Agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the Initiation of services hereunder, shall be continued and shalt not be reduced in any way as n result of tilts Agreement. Programs funded through this Agreement will not result to the displAcement of employed workers, Impair existing contracts for services, or result in the substitution of funds allocated under tilts Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical. costs and shalt solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany all requests for payment. All non -expendable property acquired for the program with CITY funds will revert to the CITY at the end of CITY`s funding of the Program (non -expendable property being properties which will not he consumed or lose identity). GRANTEE shall be responsible to CITY for any damage or destruction to said property and shall reimburse CITY for such damage or destruction. GRANTEE shall establish and maintain a property control system and shall be responsible for maintaining a current inventory on ali capital items purchased with CITY funds. All capital expenditures over $50.00 must be approved by CITY prior to purchase. All ttemn 0 z purchased shall remain the property of the CITY. Property is to he inventoried semiannually and submitted to the CITY tncludi.np, n property record listing the description, model aerial. number, date of acquisition, and cost. GRANTEE shall permit CITY staff access to the premises where property is kept for the purpose of monitoring inventory. GRANTEE, shall not dispose of real or personal property purchased with CITY funds through sate, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORTTY,PROCURSMENT COMPLIANCE CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miamt, and shalt comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE OF FUNDS GRANTEE. shall disclose all sources (public or private) ` and amounts of funds reflecting; the total bud g;et whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through ,program income or the sources received during the term of this Agreement, within 30 e , days of such change. Examples of in -kind funds include free rent, labor, and office equipment. 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in writing, In a format acceptable to CfTY, monthly reports regarding current activity and the progress of the GRANTEE's activities. GRANTER shall submit to CITY such additional reports as may be requested. -6- WL 11 e GRANTEE shall prepare, in writing, in a format acceptable to CITY, any reports or documentation that may be required by Federal, State or Local. Directives. At the request of CITY, GRANTEE will transmit to CITY written statements of GRANTEE's official policy on specified issues relating to GRANTEE's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 The CITY reserves the right to conduct an audit after the expiration of this Agreement. ARTICLE III 3.1 COMPENSATION a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to 9/AArticle II hereof, $ 25,000.00 b) CITY shall have the right to review and audit the time records and related records of GRANTEE pertaining to any payments by CITY. 89 -51 3.2 METHOD OF PAYMENT Upon execution of this Agreement and with a written request from GRANTEE, CITY shall advance 1/6th of the appropriated funds to GRANTEE. Thirty (30) days after the final reimbursement of the fiscal year, GRANTEE must submit a final expenditure report verifying the expenditure of all funds reimbursed under tills agreement. All payments shall be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/Line-Item Budget Expenditure Justification. 'Such written request shall contain a statement declaring and affirming that all disbursement s 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. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and made payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories will be accepted as a line -item in the budget. Request for line -item changes, no more than two (2) per fiscal year are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to May 30,1990. 343 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of eight thousand two hundred fifty dollars $8,250, by December 31. 1989, from approved revenue generating e, NOR projects. These funds are to be used in Iteu of an advance on the fiscal 1990-91 City. contract. Funds 11 ; generated by grants (federal, state and local) will br -_9 considered generated revenues. In the event that GRANTER faits to generate Lite above mentioned revenues by Jane . 30, 1990, future contracts with the GRANTER will not be negotiated or considered. GRANTEE must submit proper documentation supporting Lite expenditure of such program generated funds as per Lite Program/Line-Item Budget Expenditure .Justification. 3.4 FINANCIA-L ACCOUNTABILITY CITY reserves the right to audit the records of GRANTEE at any time during ,the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT - 'rIMELY SM MISSION Requests for payment shall. be made on a monthly basis. Reimbursement requests for expenditures incurred during Lite term of, this Agreement shall not be honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by the CITY. within 30 days following the expiration date of thin Agreement. -9- 3.6 RECAPTURE. OF FUNDS ' CITY shall reserve the ri.ght to recapture funds when the GRANTEE shalt fail (i) to comply with the terms of this Agreement or (11) to Accept conditions imposed by CITY at the direction of the federal, state and local agencies. 3.7 CONTINGENCY CLAUSE Funding ror this Agreement is contingent on the availability of funds and continued authori.zatinn for program activities •and is subject to amendment or termination duet to lack of funds or authorization, reduction of funds, And/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DNSCR[P'rIONS To be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of Labor guidelines, a detailed statement of the personnel policies of GRANTEE. These personnel policies are to include, but are not limited to, pay a schedules, fringe benefits, resumes from staff, method used to compute vacations and ill time, working hours, office procedures, paid holidays, computation of wages, job descriptions to include qualifications for ,job, an affirmative action plan, an equal employment a r opportunity statement, disciplinary procedures and methods, and format for and frequency of employees' evaluations. The CITY will not reimburse GRANTEES for familyhealth care insurance premiums, nor will the CITY reimburse GRANTEES for employee retIremetit benefits. e ARTICLE IV 4.1 PROJECT PURZLCLTY GRANTEE shall abide by affirmative action regulations in informing residents of the geographical area to be nerved hereunder and of the services to be offered by utilizing any available means for advertisement, as necessary for recruitment and outreach. zAlI literature, advertising„ publtelty or promotion regarding GRANTHE's activities will he submitted to CITY for review and approval prior to release or distribution. No tress conference will he scheduled without wrlttentnotice to CITY. J 4.2 NONDISCRIMINATION GRANTEE agrees that it shalt not discriminate ns to • race, sex, color, creed, national origin, or handicap in connection with its performance under this Agreement. FURTHERMORE, that no otherwise qualified individual shalt, solely by reason of his/her race, sex, color, creed, national origin, or handicap, be excluded from the participation in, be denied benefits of, or he subjected to discrimination under any program or activity receiving federal financial assistance. e • 4.3 CoNrt.ICT OF INTf;ttBS'r a) GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities In connection with this Agreement haH any personal financial interests, direct or indirect, with CITY. GRANTEE further covenants that, In the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of GRANTEE or its employees. must be disclosed in writing to CITY. -1 1 - 89-"51C E b) GRANTEK i-s aware of the conflict of interest laws of the City of Miami (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 shall fully comply in all respects with the terms of said laws. 4.4 INDEMNIFICATION GRANTEE shall indemnify and save CITY harmless from and against any and all claims, Liabilities, losses, and causes of action which may arise out of GRANTEE's activities unddr this Agreement, including all other acts or omissions to act on the part of GRANTEE, AV including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances, and codes of federal, state and local governments. P. 4.6 AMENOMENTS I • No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 4.7 SUBCONTRACTS GRANTED agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to -12 - 89-51 the terms and r.ondittonn cif thin Arreemetit . rrr?per documentation in accordance with the 1)EPART11KNT noel CITY guidelines and directives must he submitted to and approved by the 09PARTf1ENT prior to GRANTEE's execution of any subcontract. The advance nottficatton process shalt include the following: a) IdentiftcAtion of the sub -GRANTEE And services to be provided. b) The proposed subcontract, together with a complete and accurate breakdown of the price,. on n component -by -component basis, and all bid documeents . c) Identiftcatton of the type of subcontract to r be used. d) Summary of actions taken to select the sub - GRANTEE,. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE, working for GRANTEE. 4.8 OWNRRSIIIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to tlrls Agreement and shall become the property of CITY, without restriction or limitation on its use. GRANT H, agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and GRANTEE shall be subject to all provisions cif the Public Records Law, Chapter 119. Florida Statutes. Tt is further understood by and between the parttr,s that any document or thing which Is given by CITY to GRANTEE pursuant to this Agreement shall at all times remain the property of CITY and shall not be uned by GRANTEE for any other purposes whatsoever without the written consent of CITY. -1 3 - 8 ►-51, 4.9 AWARD OF AGREEMENT GRANTER warrsnts that it has not employed or retnlnrd any person employed by the CITY to soltcit or Secure this Agreement and that it has not offered to nay, 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. 4.10 NON-DFLEGARtLITY The obligations undertaken by the GRANTEE pursuant to thin Ag"reementf shall not be delegated or assigned to a►ny other person or firm unless CITY shalt first consent in writing to the performance or assignment of such services or any part thereof by another person or. firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTI38 agrees and understands that CITY has no obligations to renew this Agreement. 4.13 TORMINATION of CONTRACT CITY retains the right to terminate this Agreement- nL any time prior to the comptetion of the services required pursuant to this Agreement without penalty to CITY. - In that event, notice of termination of this Agreement shall be in writing to GRANTF,E, who shalt be paid for those services performed prior, to the date of • its receipt of the notice of termination. In no rasp, however, will CITY pay GRANTEE an amount in excess of the total sum provided by this Agreement. -14 - 89 "J CS' It is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. if GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL CONDITIONS a) All notices or other communications which shall or may be given pursuant to this Agreement shall he in writing and shall be delivered by personal service, or by regiftered mail addressed to the other party at the address indicated herein or as the same may be changed from 10time 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. CITY OF MIAMI GRANTEE Department of Community Wynwood Community Economic Development Development Corporation Inc. 1145 N.W. 11th Street 225 N.E. 34th Street Miami, Florida 33136 Miami, Florida 33137 b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. ®_ c) In the event of conflict between the terms of. this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. 6 d) 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. e) 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 State or Floridn nr the City of litami, such provisions, pnrngraphs, sentences, words or phrases shall he deemed modified to the extent necessary in order to conform with such laws. or if not mod iftnble to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and prov[sions of this Agreement shall remntn unmodified in full force and effect. 4.15 INDEPENDENT GRANTEE- GRANTEFeand its employees and agents shall be deemed to be independent GRANTFMS and not agents or employees of s 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 unclasstfled employees; further they shall not be deemed ent.ttled to the Florida Workers' Compensation benefits ns nil employee of CITY. 4.16 SUCCESSORS AND ASStGNS This Agreement shall be binding upon the parties ' herein, tlie tr heirs, executors. legal representatives, successors, and assigns. 4.17 UCFAUI,•r PROVISIONS III the evelit that GRANTEE shall fail to comply wttli each and every term and condition of, this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option. upon written• notice to GRANTFF, may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to GRANTEE by CITY while GRANTEE was in default of the provisions herein contained shall be forthwith returned to CITY. 10 L ARTICLE V 5.1 GRANTEE CGRTIFIXATIONS GRANTEE certifies that: a) it possesses the legal nuthortty to enter into this Agreement by way of a resolution, motion, or similar action that lion been duly adopted or pnased as on official act of GRANTEE's governing body, authorizing, the execution of. the Agreement, Including all understandings and assurnner_s contained herein, and directing, and Authorizing, the person identified as the official representative of the x:RANTEEi to act in connection with the Agreement and to provide such addi.tionai information as cony be required. r b) it will comply with the provisions of the ►latch Act which limits the political activity of employees. c) No program under thin Agreement shall involve political activities. d) It shall prohibit employees from using their positions for a purpose that is or given the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. e) Participants or employees in the program pursunnt to this Agreement %,Till nvt be employed on the construction, operation, or maintenance of that part of any facility which is used for religious instruction or worship. i f) Appropriate standards for health and safety in work and training nituattons will be maintained. g) Persons employed in public service jobs under thin Agreement shall he paid wages which shall not be lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or . i) i) local minimum wage for the most nearly comparable covered employment, or (c) the prevailing rnten of pay for persons employed in similar occupatinns by the same employer. It will comply with the Clvi.I Rtglits Art a4 amended. It will comply with the requirements and stAndards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local and Federally recognized Indian Tribal Governmentq",. OMB Circular No. 1A-128,1"Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. s A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR P n r t 85 "Uniform Administrative Requirements for Granta and Cooperative Agreements to State and local Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570.502 "Community Development Block Grant" Final Rule (Pape J-3 and - J-4) Federal Register, September 6, 1988. It will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Title 29. IN WITNESS WHEREOF, the parties hereto have cnuned t this instrument to be executed by the respective offteial5 i r_hereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal - Corporation of the State of Florida ATTEST: NATTY HIRAI CITY CLERK E ATTF,ST: CORPORATE SrCRETUF Ms. Nelsa M. Velazquez C GRANTrr: B y - u PRESIDENT x• ma a opLen ( AFFIX SKA-0 APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS: DIVISION OF RISK MANAGEMENT 5/89 /gjd CORPORATH RRSOLUTtON WHEREAS.WYNWOOD COMMUNITY ECONOMIC DEVELOPMENT CORPORATION! desires to enter into an Agreement with the Ctty of Miami; and Whereas, the Board of Directors At a duly held corporate meeting has considered the matter in accordance wtth the Ay --Law" of the corporation; NOW, TitERKFORE. BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and seer.9tary are hereby authortaed and instructed to enter into a contract in the name and on beiintf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution to attached. DATED this day of , t98 • JQ_'_ 9 Mi- BOARD OF DIRECTORS HAIRPERSON Mr. Emilio Lopez (AFFIX SEAL) CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT COCONUT GROVE LOCAL DEVELOPMENT CORPORATION, INC. (CGLDC) THIS AGREEMENT, entered into this day of , 19_, between the City of Miami., a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and COCONUT GROVE LOCAL DEVELOPMENT CORPORATION, INC. (CGLDC) non- profit corporation fully organized and existing by virtue of the ' laws of the State of Florida, (hereinafter referred to as the "GRANTEE."). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 Copy of GRANTEE's Articles of Incorporation, Charter v and Bylaws. 1.2 List of Present Principal Governing Board Officers and v Members of the Board (names, addresses and telephone numbers) . 1.3 List of Key Staff Persons, with their, titles, who will V carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 ✓ Completion of Authorized Representative Statement (on form supplied by the CITY). 1.6 Completion of Statement of Accounting System (on form supplied by the CITY). 1 .7 V,, CPA letter veri F y i n g the rRANTEL`—i Ac.countlnp, System or current Audit Report (which verifies the GRANTEE'S internal controls as adequate to safeguard Lite organization's assets). 1.8 Proof of Workers' Compensation Insurance. 1.9 L GRANTEE'S Corporate Seal (to be affixed to Signatory Page. and Corporate Resolution). 1.10 `Corporate Resolution authorizing execution of this Agreement. 1.11,,Completion of staff salary schedule (on forms supplied Eq by the CITY). I.12))lt py of Current Management Services Agreement (when applicable). 1.13t/ Work Program (approved by the CITY). 1.14 ✓ Completion of GRANTEE'S Program/Line-Item Budget Expenditure Justification (on forms supplied by the CITY). 1.15 ✓Completion of GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). 1.16 ✓/Job Description and Resumes for all posittons funded in whole or in part under this Agreement. ARTICLE It 2.1 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1989, through ,tune 30, 1990. 2.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami, E 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. -2- 2.3 ENTTRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating, to said grant and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 2.4 OBLIGATION OF GRANTEE The GRANTEE shall carry out the services as prescribed in its Work Program (Attachment I), which is attached and incorporated herein and made a part of this Agreement, in a lawful., and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United States Secretary of Housing and Urban Development (11UD) and the City of Miami's Department of Community Development. 2.5 HBO WORK PROGRAM GRANTER: shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment I) which is attached and incorporated herein and made a part of this Agreement. 2.6 BUDGET SUMMARY AND LINE ITEM BUDGET JUSTIFICATION GRANTEE shall comply with Its Program/Line-Item Budget Expenditure Justification (Attachment II) which is attached and incorporated herein and made a part of this Agreement. 2.7 RETENTION OF RECORDS GRANTEE shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Agreement for a period of three (3) 0 AWL The retention period starts from the date of the submission of the final expenditure report. Records for non --expendable property acquired with funds under the Agreement shall be retained for a period of three (3) years after its finai disposition. At records retained pursuant to this section shall be retained beyond the three (3) year period if audit findings have not been resolved. 2.8 BONDING AND INSURANCE GRANTEE shall maintain insurance and bonding coverages acceptable to the CITY. Prior to commencing any activity under this Agreement, the GRANTEE sha1.1 furnish to the CITY certificates of insurance and bonding indicating that the GRANTEE is in compliance with the provisions of this article. GRANTEE shall provide the folLowing coverages: a) insurance coverage that reflects sound business practices acceptable to the CITY. • b) Fidelity bonding for a I I persons handling funds received or disbursed under this Agreement in can amount equal to or greater than the maximum amount of cash held at any one time. CITY shall be a primary additional insured on all C insurance policies and there shall be no exclusions e in such policies to override the CITY'S coverage. Compliance with the forep,oing requ.1.rements shall not relieve the GRANTER of its liability and obligations under this section or under any other section of this Agreement. c) Current liability insurance, naming the CITY as art additional insured and rated by A.M. Best's as to "A" Classification and a "V" as to financial size. - 4 -- 2.9 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Community Development is to be notified in writing immediately, giving all pertinent details and indicating when service will begin and/or continue. it is understood and agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the Initiation of services hereunder, shall be continued and shall not be reduced in any way as a result of. this Agreement. Programs funded through this Agreement will not result in Lite displacement of employed workers, impair existing contracts for services, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE, shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany R11 requests for payment. All non -expendable property acquired for the program with e • CITY funds will revert to the CITY at the end of CI'rY`s funding of the Program (non -expendable property being properties which will not be consumed or lose identity). GRANTEE shall be responsible to CITY for any damage or destruction to said property and shall. reimburse CITY for such damage or destruction. GRANTEE shall establish and maintain a property control system and shall be responsible for maintaining a current inventory oa all capital items purchased with CITY funds. All capital expenditures over $50.00 must be approved by CITY prior to purchase. All items -5- 89-510 ! M purchased shall remain the property of the CITY. Property is to be inventoried semiannually and submtttr_d to the CITY including a property record listing the description, model aerial number, date of acquisition, and cost. GRANTEE shall permit CITY staff access to the premises where property is kept for the purpose of monitoring inventory. GRANTEE shall not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORITY PROCUREMENT COMPLIANCE CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE ON FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total budget whether, they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sources received during the term of. this Agreement, within 30 days of such change. Examples of in -kind funds include free rent, labor, and office equipment. 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in writing, in a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be requested. -6- GRANTEE sliall prepare, in writing, in a format acceptable to CITY, any reports or documentation that may be required by Federal, State or Local. Directives. At the request of CITY, GRANTEE will transmit to CITY written statements of GRANTEE's official policy on specified issues relating to GRANTEE's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information eItlie r received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for. the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information roust be included in staff salaries schedule form. 2.15 The CITY reserves the right to conduct an audit after the expiration of this Agreement. AR'rIC1.E III 3.1 COMPENSATION a) CITY shali pay GRANTEE, as maximum compensation for the services required pursuant to Article II hereof, $ 50.000.00 b) CITY shall have the right to review and audit the time records and related records of GRANTEE pertaining to any payments by CITY. -7 - e a M 3.2 METHOD CAE PAYMENT Upon execution of this Agreement and with a written -_ request from GRANTEE„ CITY shall advance I/6th of the appropriated funds to GRANTEE. Thirty (30) days sifter the final reimbursement of the fiscal year, GRANTEE must submit a final expenditure report verifying the expenditure of a1.1 funds reimbursed under this _ agreement. Al payments shalt be reimbursed For expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/Line-item Budget Expenditure Justification. Such written request shall contain a statement declaring and affirming that all disbursement were made in accordance with the approved budget. All s documentation in support of such request shall be subject to approval by CITY at the time the request is made. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and made payable to the specific vendor, copy of cancelled check -- must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must Indicate the by funding sources equaling exact amount paid various the total of the invoice. No a miscellaneous categories► will be accepted as a line -item in the budget. Request for line -item changes, no more than two (2) per fiscal year are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to May 30,1990_ 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of sixteen thousand five hundred dollars $16,500, by June 30. 1990, from approved revenue generating t projcc.tThese funds are to be used in licit of an advance on the fiscal 1990-91 City contract. Funds generated by grants (federal, state and local) will he considered generated revenues. In the event that GRANTEE faits to generate the above mentioned revenues by June 30, 1990, future contracts with the GRANTEE will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 3.4 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of. GRANTEE at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT - rIMELY SU1114ISSION Requests for payment shall be made on a monthly basis. Reimbursement requests for expenditures incurred during the term of this Agreement shall not be honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by the CITY within 30 days following the expiration date of this Agreement. 11 =e -9- 3.6 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the GRANTEE shall fail (i) to comply with the terms of this Agreement or (11) to accept conditions imposed by CITY at the direction of the federal., state and local agencies. 3.7 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of Labor guidelines, a detailed statement of the personnel policies of GRANTEE:. These personnel policies are to include, but are not limited to, pay schedules, fringe benefits, resumes from staff, method used to compute vacations and ill time, working hours, office procedures, paid holidays, computation of wages, Job descriptions to tnclu�de qualifications for job, an affirmative action plan, an equal employment opportunity statement, disciplinary procedures and methods, and format for and frequency of employees' evaluations. The CITY will not reimburse GRANTEES for family health care insurance premiums, nor will the CITY reimburse GRANTEES for employee retirement benefits. -10- 8- 9-•-510 ARTICLE 1.V 4.1 PROJECT PuntcrrY GRANTEE shall ahtde by affirmative action regulations in informing residents of the geographical area to be served hereunder and of the services to be offered by utilixtng any available means for advertisement, as necessary for recruitment and outreach. A11 literature, advertising, publicity or promotion regarding GRANTEE's activities will he submitted to CITY for review and approval prior to release or distribution. No press conference will be scheduled without written notice to CITY. 4.2 NOND1SCRfMINATION GRANTEE agrees that it shall not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under titi.s Agreement. 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 in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal, financial assistance. e 4.3 CONFLICT OF INTEREST a) GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement Itas any personal financial interests, direct or indirect, with CITY. GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of GRANTEE or its employees, must be dtselosed in writing to CITY. 11 11 b) GRANTEE i.s :aware of the conflict of interest laws of the City of Miami (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 tt shall fully comply in all respects with the terms of said laws. 4.4 INDEMNIFICATION GRANTEE shall indemnify and save CITY harmless from and against any and all claims, liabilities, hisses, 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 person acting for or on its behalf; from and ngatnst any relevant orders, judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances, and codes of federal, state and local governments. OW e 4.6 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 4.7 SUBCONTRACTS GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the 'services covered by this Agreement shalt be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to -12- 4.8 the terms and condition~ of. this Agreement. Proper documentation in accordance wttli the DEPARTMENT and CITY guidelines and directives must be submitted to and approved by the DEPARTMENT prior to GRANTF.E's execution of any subcontract. The advance notification process shall include the following: a) Identification of the sub -GRANTEE and services to be provided. b) The proposed subcontract, together with a complete and accurate breakdown of the price on a component -by -component basis, and all hid documents. c) Identification of the type of subcontract to he used. d) Summary of actions taken to select the sub - GRANTEE. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE,. OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon =_ completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. GRANTEE o 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 document or thing which is 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. 4.9 AWARD OF AGREEMENT GRANTE9 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. 4.10 NON-DELF.GABILITY The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE agrees and understands that CITY has no obligations to ` renew this Agreement. e 4.13 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing to GRANTEE, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. in no cage, however, will CITY pay GRANTEE an amount in excess of the total sum provided by this Agreement. -14- ■ 4.9 AWARD OF AGREEMENT GRANTEE. warrants that tt hap not employed or retained any person employed by the CITY to solicit or secure i 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. Y- 4.10 NON-DrME.'GAB I LI TY Tile obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE agrees and understands that CITY has no obligations to renew tilts Agreement. e 4.13 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement Ott any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing to GRANTEE, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay GRANTEE an amount in excess of the total sum provided by this Agreement. -14- It is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL. CONDITIONS a) 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. CITY OF MIAMI GRANTEE Department of Community Coconut Grove Local Development Development Corporation, Inc. 1145 N.W. llth Street 3582 Grand Avenue Miami, Florida 33136 Miami, Florida 33133 b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. c) In the event of conflict between the terms of this Agreement and any terms or, conditions contained in any attached documents, the terms in this Agreement shall control. d) 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. e) 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 r i 5" 89- 510. under the laws of the State of Florida 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 modifiable 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 in full force and effect. 4.i5 INDEPENDENT GRANTEE GRANTEE and its employees and agents shall be deemed to be independent GRANTEES and not agents or employees of CITY, and shall not attatn 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 he deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns... 4.17 DEFAULT PROVISIONS In the event that GRANTEE shall fail to comply with each and every term and condition of this Agreement or _ fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to GRANTEE, may cancel and termi.nate this Agreement, and all payments, advances, or other compensation paid to GRANTEE by CITY while GRANTEE was in default of the provisions herein contained shall be forthwith returned to CITY. 7 ARTICLE V 5.1 GRANTE'9 CERTIFICATIONS GRANTEE, certifies that: a) It possesses the legal. authority to enter into this Agreement by way of a resolution, motion, or ;- similar action that has been duly adopted or passed as an official act of GRANTEE's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing, the person identified as the official representative of the GRANTEE to act in connection with the Agreement r e i and to provide such additional information as may v be required. b) It will comply with the provisions of the Hatch Act which limits the political activity of employees. 6 s c) No program under this Agreement shall involve c y political activities. d) It shalt prohibit employees from using their positions for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. ' e) Participants or employees in the program pursuant e to this Agreement will not be employed on the construction, operation, or maintenance of that part of any facility which is used for religious instruction or worship. f) Appropriate standards for health and safety in work and training situations will be maintained. g) Persons employed in public service jobs under this Agreement shall he paid wages which shall not be lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or -17- local. minimum wage for the most nearly comparable covered employment. or (c) the prevailing rates of pay, for persons employed in similar occupations by • the same employer. h) It will comply with the Civil Rights Act as amended. t) It will comply with the requirements and standards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local and Federally recognized Indian Tribal Governments"; OMB Circular No. A-128, "Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. A-122 "Cost Principles for Non-Proftt Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local. Governments, and with attachments to OMB Circular No. A-11O listed at 24 CFR Part 570.502 "Community Development Block Grant" Final Rule (Page J-3 and J-4) Federal Register, September b, 1988. j) It will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Title 29. e IN 14ITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. ATTEST: MATTY HIRAI CITY CLERK -18- CITY OF MIAMI, a municipal Corporation of the State of Florida By CESAR H. ODIO CLTY MANAGER 11 ATTEST: :c�-2 >ra CORPORATE SECRETARY APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY RANTEE: APPROVED AS TO INSURANCE REQUIREMENTS: DIVISION OF RISK MANAGEMENT 5/89 /gjd P 11 PRESIDENT (AFFIX SEAL) - ICI CORPORATB RESOLUTION WHEREAS. COCONUT GROVE LOCAL DEVELOPMENT CORPORATIO INC. desires to enter into an agreement with the City of Miami; and Whereas, the Board of Directors dt a duly held corporate meeting has considered the matter in accordance with the By —Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this 9th day of MAY , 1989 _. DOWNTOWN MIAMI BUSINESS ASSOCIATION, INC. (DNBA) THIS AGREEMENT, entered into this /gj day of 194f0f, between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and DOWNTOWN MIAMI BUSNNESS ASSOCIATION, INC. (DMBA) non--prof.tt corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT s BLOCKiGRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 ✓ Copy of GRANTEE's Articles of Incorporation, Charter • ,r and Bylaws. 1.2 ✓ List of Present Principal Governing Hoard Officers and Members of the Board (names, addresses and telephone numbers). 1.3 List of Key Staff Persons, with their titles, who will carry out this program. 1.4 / Copy of GRANTEE's current Fidelity Bond (applicable i/ for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 Completion of Authorized Representative Statement (on form supplied by the CITY). 1.6 ✓ Completion of Statement of Accounting System (on form supplied by the CITY). s N W �.•7� CPA letter verifying the GRANTEIi's Accounting; Syct,,m or current Audit Report (which vertftes the GRANTEE's internal controls as adequate to safeguard the orgnnizntion's assets). 1.8 ✓ Proof of Workers' Compensation insurance. 1.9 V GRANTEE's Corporate Seal (to be affixed to Signatory Page. and Corporate Resolution). 1.10t/ Corporate Resolution authorizing execution of this Agreement. 1.11�.Completion of staff salary schedule (on forms supplier) by the CITY). 1&12 Copy of Currant Management Services Agreement (when applicable). 1.13 Work Program (approved by the CITY). 1.141/ Completion of GRANTEE'S Program/Line-item Budget Expenditure Justification (on forms supplied by the CITY). 1.151/ Completion of GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). 1.16 Job Description and Resumes for al-1 posittons ninded In whole or in part under this Agreement. ARTICLE It 2.1 TIME OF PERFORMANCE; The term of this Agreement shalt be from July 1, 1989, through June 30. 1990. 2.2 CITY AUT11ORIZAT10N For the purpose of this Agreement, the City of Miami., Department of Community Development, (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring„ and modification of thto Agreement, except as otherwise provided by this Agreement. -2- 2.3 ENTIRE AGREgriENT This instrument and its nttnchments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each to the other no; of its date. Any prior agreements, promises, negntiattons, nr representations not expressly set forth to this Agreement are of no Force or effect. 2.4 OBLIGATION OF GRANTED; The GRANTEE; shall carry out the services nq prescribed in its .Work Prpgram (Attachment 1), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United States Secretary of housing and Urban Development (HUD) and the City of Miami's Department of Community Development. 2.5 MBO WORK PROGRAM GRANTEE shall comply with its obligations as described in its Management By Objectives (MBOS) (Attachment t) which is attached and incorporated herein and made n part of this Agreement. 2.6 BUDGET SUMN ARY AND LINE ITEM BUDGET JUSTIFICATION GRANTEE shall comply with its Program/Line-Item Budgr_r. Expenditure Justification (Attachment it) which in attached and incorporated herein and made a part Of this Agreement. 2.7 RETENTION OF RECORDS GRANTEE shall retain all financial records. supporting documents, statistical records, and all other records pertinent to this Agreement for a period of three (.3) years . The retention period starts From the date nF the E. p . submission of the final expenditure report. Recor(In for non -expendable property Acquired with fends under the Agreement shall be retained for n period of three (3) years after its final disposition. All records retained pursuant to this section shall be retained beyond the tb ree (3) year period If nudtt findtnpn have not been resolved. 2.8 BONDING AND INSURANCE GRANTEE shall maintain insurance and bonding, coverngen acceptable to rthe CITY. Prior to commenetng any activity under this Agreement, the GRANTER 8 It a 1. 1 w w furnish to the CITY certificates of insurance and bonding Indicating that the GRANTEE is in compliance with the provisions of this article. GRANTEE shall provide the Following coverages: a) insurance coverage that reflects sound business practices acceptable to the CITY. b) Ftdelity bonding for a I I persons handling Funds received or disbursed under this Agreement in nit amount equal to or greater than the maximum amount of cash held at any one time. CITY shall he a primary additional insured on all insurance policies and there shall be no exclusions in such policies to override the CfTY'S coverage. Compliance with the foregoing requirements shnII not relieve the GRA14TEE of its liability and obligations under this section or under any other section of this Agreement. c) Current liability insurance, naming the CITY as it,, additional insured and rated by A.M. Beat's as to "A" Classification and a "V" as to financial sire. 0 -4- 89-~-1 - t El 2.9 LrVgL or SERVICE Should start-up time for a program be required or nny delays in service occur. the Department of Community Development is to be notified in wr.itlnp, immediately, Jiving; a t I pertinent: details And tndicnting; when service will begin and/or continue. It is undergtond and agreed that the level of services, net tvittes, and expenditures by the GRANTEE, in existence prior to the initiation of services hereunder, shall be continued and shall not be reduced in Any way as a result of, this Agreement. Programs- funded through this Agreement will not resiI t inri the displacement of employed workerq, impair existing; contracts for services, or result in s the substitution of funds allocated under tills Agreement for other funds in connection with work which would have been performed in the nbsence of tills Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany all requests for payment. All non -expendable property acquired for the program with CITY funds will revert to the CITY at the end of. CITY's funding of: the Program (non -expendable property being; properties which will not be consumed or loge identity). GRANTEE, shall be responsible to CITY for any damage or destruction to said property and ahal.l reimburse CITY for such damage or destruction. GRAN'rEE, shall establish and maintain a property control system and shall be responsible for maintaining n current inventory on all capital items purchased with C1'rY funds. Ail capital expenditures over $50.00 must he approved by CITY prior to purchase. All Items S i purchased shall remain the property of the CITY. Property is to be inventoried semtnnnunlly and submitted to the CITY Including, n property record listing the description, model aerial number, date of acquisition, and cost. GRANTEE shall permit CITY stnrr acceea to Lite premises where property Is kept for the purpose or monitoring inventory. GRANTEE shall not dispose or real or personal property purchased with CITY Funds through sale, loan, or relocntion without receiving prior written Approval of the City Manager. 2.11 MINORTTX PROC AttdENT COMPLIANCE CLAUSE GRANTEE acknowledges that it hap been Furnished a ropy e r of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE,' OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting, the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sourc+gin received during the term or this Agreement, within 30 days of such change. Examples of to -kind funds Include free rent, labor, and office equipment. 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in writing, in a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be requested. i 0 purchased shall remain the property of the CITY. Property is to be inventoried semtnnnunlly and submitted to the CITY Including, n property record listing the description, model aerial number, date of acquisition, and cost. GRANTEE shall permit CITY stnrr acceea to Lite premises where property Is kept for the purpose or monitoring inventory. GRANTEE shall not dispose or real or personal property purchased with CITY Funds through sale, loan, or relocntion without receiving prior written Approval of the City Manager. 2.11 MINORTTX PROC AttdENT COMPLIANCE CLAUSE GRANTEE acknowledges that it hap been Furnished a ropy e r of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE,' OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting, the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sourc+gin received during the term or this Agreement, within 30 days of such change. Examples of to -kind funds Include free rent, labor, and office equipment. 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in writing, in a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be requested. i 0 GRANTEE shrill pre pnre. in writing;, in n fnrmnI acceptable to CITY, any reports or documentation that may he required by federal, State or Local directives. At the request of CITY, GRANTEE will trnnsmtt to CITY written statements of GRANTEE's official policy on specified issues relating to GRANTEE's activities. CITY may carry out monitoring, and ev.altin tton activities, including visits and observations by CtTY staff; GRANTEE shall ensure the cooperation of itq employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either 'received by the CITY on a monthly basis or obtained through monitoring, and evaluntion by the CITY, shall constitute good cause for. the CITY to termtnnte this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to thin Agreement are to be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 The CITY reserves the right to conduct an audit after tine expiration of this Agreement. ARTICLE III 3.1 COMPENSATION a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to Article it hereof, $ 50.000.00 b) CITY shall have the right to review and audit the time records and related records of GRANT99 pertaining to any payments by CITY. -7- 3.2 METHOD OF PAYMENT Upon execution of this Agreement and with n written request from GRANTEE, CITY shall advance 1/6th of the appropriated funds to GRANTEE;. Thirty (30) days after the final reimbursement of the rIgcal year. GRANTEE must submit a final expenditure report verifying the expenditure of a1.t funds reimbursed under thlg agreement. All payments shall be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the prev Iously approved Program/Line-Item Budget Expenditure Justification.., Such written request shall contain a statement declaring and affirming that all disbursement were made in accordance with the approved budget. A11 documentation in support of such request shall be subject to approval by CITY at the time the request is made. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditureq must be verified by original invoice, and a copy of the unnegottated check, properly signed, dated and made payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but munt indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categorles will be.accepted as a tine -item in the budget. Request for line -item changes, no more than two (2) per fiscal year are allowable, with prior review and approval by the CITY. All line -item changes must he made prior. to May 30, 1990. 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of sixteen thousand five hundred dollars $16,500, by June 30. 1990, from approved revenue Reneratinl; projects:. These funds are to be tilled in itev, of an advance on the f1.gca1 1990-91 City contrAct. Ponds generated by grants (federal, State and local) will br. considered generated revenues. in the event that GRANTER fails to generate the above Mentioned revenues by June 30, 1990, future contracts with the GRANTEE will not be negotiated or considered. GRANTEE; must submit proper documentation supporting, the expendttitre of such program generated funds as per the Program/Line-item Budget Expenditure Justification. 3.4 I:TNANCrAL ACCANTAAILITY CITY reserves tite right to audit the records of GRANTY.E. at any time during the performance of this Agreement and for a period of three years after final payment to made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSE11ENT - 'rIMELY SUBMISSION Requests for payment shalt be made on a monthly basis. Reimbursement requests for expenditures incurred during; the term of. this Agreement shall not be honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by the CITY within 30 days following, the expiration date of this Agreement. - 9- M CITY shall reserve the right to recapture funds when the GRANTEE; shall fail (i) to comply with the terms of this Agreement or (11) to Accept conditions imposed by CITY at the direction of the federal, state and local agencies. 3.7 CONTINGENCY CLAUSE; Funding for this Agreement is contingent can the availability of funds and continued authorization for program acttvtties and is sub,lect to amendment or termination due to lack of funds or nuthorizatIon, reduction of funds, and/or change in regulations. 3.8 SALARIES,_ FRINGE BENEFITS, J0B DESCRIPTIONS To be eligible for reimbursement for personal costs, GRANTER shall submit to CITY in accordance with U.S. Department of. Labor guidelines, a detailed statement of the personnel policies of GRANTEE. These personnel , policies are to include, but are not limited to, pay 0 schedules, fringe benefits, resumes from staff, method used to compute vacations and III time, working hours, office procedures, paid holidays, computation of wages, , job descriptions to include qualificattons for ,job, an affirmative action plan, an equal employment opportunity statement, disciplinary procedures and methods, and format for and frequency of employ(=es' evaluations. The CITY will not reimburse GRANTEES for family health care insurance premiums, nnr will the CITY reimburse GRANTEES for employee retirement benefits. ARTICLE, IV 4.1 FRO,lECT PUBLICITY GRANTEE shalt ahtde by affirmative ncti.on reputntionn in informing residents of the geographical area to he served hereunder and of the services to be offered by "= uti117tng any nvaIIable means C o r advertisement, :is necessary for recruitment and outreach. All literature, advertising, publicity or promotion regarding GRANTEE'S activities wilt he submitted to CITY for revtew and approval prior to release or distribution. No presn conFerence wilt be schedulf!d without�•writted notice to CITY. 4.2 NONDISCRIMINATION GRANTEE agrees that it shall not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under tills Agreement. 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 in, be denied benefits of, or he subjected to discrimination under any program or activity receiving federal financial assistance. 4.3 CONFLICT OF INTEREST a) GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement tins any personal financial interests, direct or indirect, with CITY. GRANTEE further covenants that, in the performance of this Agreement, n0 person having such conflicting interest shall be employed. Any such interests on the part of GRANTEE or its employees, must be disclosed in writing to CITY. - t I - �39-•S1C� b) GRANTEE i.s aware of the conflict of interest taws of the City of Miami (City of Iitnmi Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.I) and the State of Florida, and agrees tint it shall fully comply in all respects, with the terms of said laws. 4.4 INDEMNtFICATiON GRANTEE shall indemnify and save CITY harmless from and against any and all claims, liabilities, lonsen, and causes of action 'which may arise out of GRANTEE's activities tin Joe r this Agreement, including all other acts or omissions to act on the part of GRANTEE, including any person acting for or on its behalf; from and against any relevant orders, ,judgements, or decreen which may be entered against CITY; and from and ngninst all costs, attorney's fees, expenses, and liabitities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with al.1 applicable taws, ordinances, and codes of federal, state and local governments. 4.6 AMEND14ENTS No amendments to this Agreement shall be binding, on either party unless in writing and signed by bath parties.. 4.7 SUBCONTRACTS GRANTED agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to -12- ® i ' 0 dML the terms .nd condItton c of thtn Agreement. proper document itton in accordance with the DEPARTMENT And CITY guttie 1.1nes and directives mu t be nubmttted to and approved by the nFPART11ENT prior to GRANTEF's execution of any subcontract. The Advance nottftcntl.on process shall include the following- n) Identification of the sub -GRANTEE And services to be provided. b) The proposed subcontract, tnpether wtth n complete and accurate breakdown of the price on n compnnent-by-component hosts, and All htd documents. c) Identification of the type of subcontract to S be used. d) Summary of actions taken to select the sub - GRANTEE. Nothing, contained herein shall create Any contractual relationship between CITY and any sub -GRANTEE working for GRANTER. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on Itq use. GRANTEE agrees that all documents maintained and generated pursuant to this contractual relationship between CTTY .And GRAN'rrF shall be subject to all. provisions or the Public Records Law, Chapter 119, Florida Statutes. It Is further understood by and between the parties that a.ny document or thing which is riven by CITY to GRANTEE pursuant to this Agreement shall at all ttin es remain the property of CITY and shall not be used by GRANTEE for any other purposes whatsoever without the written consent of CITY. -13- im I • It is hereby understood by and between CITY and GRANT99 that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL CONDITIONS 4.9 AWARD OF AGREEMENT GRANTEV, warrants that it has not empinyed or retrined w r any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pny, 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. 4.10 NON-DELEGARILITY The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shalt first consent in writing; to the performance or assignment of ouch services or any part thereof by nnother person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE agrees and understands that CITY has no obligation9 to renew this Agreement. 4.13 TERMINATION OF CONTRACT:"'. CITY retains the right to terminate this Agreement nt under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases glint be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining, terms and provisions of this Agreement shalt remain unmodified in full force and effect. 4.15 INDEPENUENT GRANTEE GRANTEE. -:and ith employees and agents shall be deemed to be independent GRANTEES and not agents or employees of � CITY, and shall not attntn any rip,hts or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified nr unclassified employees; further they shall not be deemed entitled to the Florida 1lorkers' Compensation benefits as An employee of CITY. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the partteg herein, their heirs, executors, legal representatives, successors, and asstgns. 4.17 DEFAULT PROVISIONS In the event that GRANTEE nliall fait. to comply with each and every term and condition of. this Agreement or fails to perform any of the terms And conditions contained herein, then CITY, at its sole option, upon written, notice to GRANTEE, may cancel and terminate this Agreement, and all payments, advances, or ether compensation paid to GRANTEE by CITY white GRANTEE was in default of the provisions herein contained shall be forthwith returned to CITY. . I s -16- ARTtCI,R V 5.1 GRANTEE CERTIFICATIONS GRANTEE certifies that: a) It possesses the legal authority to enter into thin Agreement by way of a resotut1.on, motion, or similar action that has been duly adopted or pncsed ns on official act of GRANTEE'R governing, body, authorizing the execution of. the Agreement, including; all understandings and aase►raneen contained herein, and directing, and nuthoriztng, the person identified as the official reprenentntive of the:GRANTE11 to act in connection with the Agreement and, to provide such additional information ns may be required. b) it will comply with the provisions of the Hatch Act which limits the political activity of employees. c) No program under title Agreement shall involve political activities. d) It shall prohibit employees from using, their positions for a purpose that in or Riven the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family} business, or other ties. e) Participants or employees in the program purqu.int to this Agreement will not be employed on thA construction, operation, or maintenance of: thnt part of any facility which is used for rellglous instruction or worship. f) Appropriate standards for health and safety in work nnd.'training nituations will be maintntned. g) Persons employed in public service jobs under thtR Agreement shall he paid wages which shall not he lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the Stnte or . -17- 89-510 locnl mtnimum wage for the most nearly cnmpnrnhle covered employment, or (c) the prevailing rates s.f pay f,)r persons employed in similar occupntinns by the same employer. 11) It will comply with the C1v1.1 Right4 Act ns amended. 1) It will comply with the requirements and standards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local rind Federally recognized Indian Tribal Governments": OMB Circular No. :A-128,1"Audits of State and Local Governments" (implemented at 1024 CFR Part 44); OMB Circular No. A-122 "Cost ' Principles for Non-Proftt Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570.502 "Community Development Block Grant" Final Rule (Pagre J-3 and J-4) Federal Register, September 6, 1988. j) It will comply with the Anti -Kickback Act, Title 18, 11SC Section 874, and provisions of the Federal. Labor Standards, Title 29. IN WITNESS WHEREOF. the parties hereto hnve caused this instrument to be executed by the respective offtcials thereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal Corporation of the State of Florida ATTEST: By MATTY 111RAL CESAR 11. ODIO CITY CLERK CITY MANAGER CORPORATE RRSOLUTtON WHEREAS, DOwntown Miami. Business Association desires to enter into an agreement with the City of Miami; and Whereas, the Board of Directors dt n duly held corporate meeting has considered the matter in accordance with the By—1,nws of the corporation; NOW, THEREFORE, nE•' IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and r Instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this 7(3 day of may , 1989 (0 -,, l/ 2— -, ' k 4 A - OA D OF DIRECTORS GO AIRPERSON C (AFFIX SEAL) x ATTEST: moo, G ORP RI GRANTEF,: APPROVED AS TO FORM AND CORRECTNESS: f JORGE L. FERNANDEZ CITY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS: DIVISION OF RISK MANAGEMENT 5/89 /gjd -19- NT (AFFIX SEAL) Ll E CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT GREATER BISCAYNE BOULEVARD CHAMBER OF COMMERCE, INC. (GBBCC) THIS AGREEMENT, entered into this day ofW , 19_V, between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and GREATER BISCAYNE BOULEVARD CHAMBER OF COMMERCE, INC. (GBBCC) non- profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: v' i. 1.1 Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. 1.2 v List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers) . , 1.3 List of Key Staff Persons, wibh their titles, who will carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable i for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 Completion of Authorized Representative Statement (on form supplied by the CITY). 1.6 Completion of Statement of Accounting System (on form V supplied by the CITY). 89-510 ■I 1.7 CPA letter verifying the GRANTEE's Accounting System or current Audit Report (which verifies the GRANTEE's internal controls as adequate to safeguard the organization's assets). 1.8 Proof of Workers' Compensation Insurance. 1.9 GRANTEE's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of this Agreement. 1.11 Completion of staff salary schedule (on forms supplied by the CITY). 1.12 Copy of. Current Management Services Agreement (when applicable). 1.13 Work Program (approved by the CITY). 1.14 Completion of GRANTEE'S Program/Line-Item Budget Expenditure Justification (on forms supplied by the CITY). 1.15 Completion of GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). ' 1.16 Job Description and •Resumes for all positions funded in whole or in part under this Agreement. ARTICLE II 2.1 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1989, through December 31, 1989. e . 2.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami, 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 i provided by this Agreement. - 2-- fri`9 51 a 2.3 ENTERE AGREt;MI:NT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 2.4 OBLIGATION OF GRANTEE The GRANTEE: shall carry out the services as prescribed in its Work Program (Attachment 1), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United States Secretary of Housing and Urban Development (HUD) and the City of Miami's Department of Community Development. 2.5 MBO WORK PROGRAM GRANTEE shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment I) which is attached and in-corporated herein and made a part of this Agreement. e 2.6 BUDGET SUMMARY AND LINE ITEM BUDGET JUSTIFICATION GRANTEE shall comply with its Program/Line—Item Budget Expenditure Justification (Attachment II) which is attached and incorporated herein and made a part of this Agreement. 2.7 RETENTION OF RECORDS GRANTEE shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Agreement for a period of three (3) years. MI: W The retention period starts from the date of the submission of the final expenditure report. Records for non --expendable property acquired with funds under the Agreement shall. be retained for a period of three (3) years after its final disposition. All records retained pursuant to this section shall be retained beyond the three (3) year period if audit findings have not been resolved. 2.8 BONDTNG AND INSURANCE _ GRANTEE shall maintain insurance and bonding coverages acceptable to the CITY. Prior. to commencing any activity under this Agreement, the GRANTEE shall furnish to the CITY certificates of insurance and bonding indicating that the GRANTEE is in compliance with the provisions of this article. GRANTEE shall provide the following coverages: _ a) Insurance coverage that reflects sound business practices acceptable to the CITY. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal. to or greater than the maximum amount of cash held at any one time. CITY shall he a primary additional insured on all irisurancce policies and there shall be no exclusions in such policies to override the CITY'S coverage. Compliance with the foregoing requirementa shalt not relieve the GRANTEE, of its liability and obligations under this section or under any other section of this Agreement. c) Current liability insurance, naming the CITY as an additional insured and rated by A.M. Best's as to "A" Classification and a "V" as to financial size. 2.9 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, the Department of Community Development is to be notified in writing immediately, giving all pertinent details and indicating when service wilt begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the Initiation of services hereunder, shall be continued and shall not be reduced in any way as a result of tills Agreement. Programs funded through this Agreement will not result in the displacement of employed workers, impair existing contracts for services, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany. -all requests for payment. All non -expendable property acquired for the program with CITY funds will revert to the CITY at the end of C1TY's funding of the Program (non -expendable property being properties which will not be consumed or lose identity). GRANTEE. shall be responsible to CITY for any damage or destruction to said property and shall reimburse CITY for such damage or destruction. GRANTEE, shall establish and maintain a property control system and shall be responsible for maintaining a current inventory- on all capital items purchased with CITY funds. All capital expenditures over $50.00 must be approved by CITY prior to purchase. All items 1 = purchased shal l remain the property of the CI ICY. Property is to be inventoried semiannually anti submitted to Lhe CITY IncIud1.ng a property record listing the description, model serial number, date of acquisition, and cost. GRANTEE shall permit CITY staff: access to the premises where property is kept for the purpose of monitoring inventory. GRANTEE shall not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORITY PROCUREMENT COMPLIANCE. CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sources received during the term of this Agreement, within 30 days of such change. Examples of in -kind funds include free rent, labor, and office equipment. 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in writtng, in a format acceptable to CITY, monthly reports regarding. current activity and the progress of the GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be requested. 11 -6- 89-51 GRANTEE shall prepare, in writing,in a format acceptable to CITY, any reports or documentation that may be required by Federal, State or Local Directives. At the request of CITY, GRANTEE will transmit to CITY written statements of GRANTEE's official policy on specified issues relating to GRANTEE's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 The CITY reserves the right to. conduct an audit after the expiration of this Agreement. ARTICLE III 3.1 COMPENSATION . a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to Article I1 hereof, $ 25,000.00 b) CITY shall have the right to review and audit the time records and related records of GRANTEE pertaining to any payments by CITY. ;e 3.2 METHOD OF PAYMENT Upon execution of this Agreement and with a written request from GRANTEE, CITY shall advance 1/6th of the appropriated funds to GRANTEE. Thirty (30) days after the final reimbursement of the fiscal year, GRANTEE must submit a final expenditure report verifying the expenditure of all funds reimbursed under this agreement. All payments shall be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/Line-Item Budget Expenditure Justification. Such written request shall contain a statement declaring and affirming that all disbursement 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. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and, made payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be subaritted but must indicate the • exact amount paid by various funding sources equaling e • the total of Lite invoice. No miscellaneous categories will be accepted as a line -item in the budget. Request for line -item changes, no more than two (2) per fiscal year are allowable, with prior review and approval by the CITY. All line -item changes must be made prior to May 30,1990. 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of eight thousand two hundred fifty dollars $8f250, by December 31, 1989, from approved revenue generating _g- projects. These funds are to be used in lieu of an advance on the fiscal 1990-91 City contract. Funds generated by grants (federal, state and local) will he considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1990, future contracts with the GRANTEE will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure .Justification. 3.4 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of GRANTEE at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included In the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMEN'r - TIMELY SUKMISSION r. Requests for payment shall be made on a monthly basis. e Reimbursement requests for expenditures incurred during E the term of this Agreement shall not be honored unless r received by CLTY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by the CITY witliLn 30 days following the expiration date of this Agreement. -9- 3.6 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the GRANTF,E shall fail (i) to 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. 3.7 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of Labor guidelines, a detailed statement of the personnel policies of GRANTEE,. These personnel policies are to include, but are not limited to, pay schedul.es, fringe benefits, resumes from staff, method used to compute vacations and ill time, working hours, office procedures, paid holidays, computation of wages, job descriptions to inclu-de qualifications for job, an affirmative action plan, an equal employment opportunity statement, disciplinary• procedures and methods, and format for and frequency of employees' evaluations. The CITY will not reimburse GRANTEES for family health care insurance premiums, nor will the CITY reimburse GRANTEES for employee retirement benefits. . a to- ARTICLE, IV 4.1 PROJECT PlJBL1C1'rY GRANTEE shall abide by affirmative action regulations In informing residents of the geographical. area to be served hereunder and of the services to be offered by utilizing any available means for advertisement, as necessary for recruitment and outreach. Ail literature, advertising,, publicity or promotion regarding GRANTEE's activities wilt be submitted to CITY for review and approval prior to release or distribution. No press conference will be scheduled without written notice to CITY. 4.2 NONDISCRIMINATION GRANTEE agrees that it shalt not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under this Agreement. 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 in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal!, financial assistance. 4.3 CONFLICT OF INTEREST a) GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. GRANTEE. further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of GRANTEE or its employees, must be disclosed in writing to CITY. b) GRANTEE is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Arttcle V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. 4.4 INDEMNIFICATION GRANTEE shall indemnify and save CITY harmless from and against any and all claims, liabilities, 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 person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances, and codes of federal, state and local governments. 4.6 AMENDMENTS 4.7 No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. SUBCONTRACTS GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work. or services subcontracted hereunder shall be subject to the terms and conditions of this Agreement. Proper documentation in accordance with the DEPARTMENT and CITY guidelines and directives must be submitted to and approved by the DEPARTMENT prior to GRANTEE's execution of any subcontract. The advance notification process shall include the following: a) Identification of the sub -GRANTEE, and services to be provided. b) The proposed subcontract, together with a complete and accurate breakdown of the price on a component -by -component basis, and all hid documents. c) Identification of the type of subcontract to he used. d) Summary of actions taken to select the sub - GRANTEE. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall hacome the property of CITY, without restriction or limitation on its use. GRANTEE. e 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 document or thing which is 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. -13- 4.9 AWARD OF AGREEMENT GRANTEE warrants that it has not employed or retained any person employed by the CITY to solicit or secure • this Agreement and that it leas 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. 4.10 NON-DELEGARiLITY The obligations undertaken by the GRANTEE, pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE agrees and understands that CITY has no obligations to renew this Agreement. 4.13 TERMINATION OF CONTRACT k CITY retains the right to terminate this Agreement at i any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing to GRANTEE, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay GRANTEE an amount in excess of the total sum provided by this Agreement. -14- Ll It is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL CONDITIONS a) 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. CITY OF MIAMI GRANTEE Department of Community Greater Biscayne Boulevard Development Chamber of Commerce, Inc. 1145 N.W. llth Street 810 Biscayne Boulevard Miami, Florida 33136 Miami, Florida 33138 b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. r c) in the event of conflict between the terms of this Agreement and any terms oV condibions contained in any attached documents, the terms 1.n this Agreement shall control. d) 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. e) 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 -15- 1 under the laws of the State of Florida or the City of I4i.ami, 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 modifiable 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 In full force and effect. 4.15 INDEPENDENT GRANTEE GRANTEE and its employees and agents shall be deemed to be independent GRANTEES and not agents or employees of. CITY, and shall not attntn 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. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. 4.17 DEFAULT PROVISIONS In the event that GRANTEE shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to GRANTEE, may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to GRANTEE by CITY while GRANTR9 was in default of the provisions herein contained shall be forthwith returned to CITY. -16- ARTICLR V 5.1 GRANT99 CERTIFTCATIONS GRANTEE, certifies that: a) It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or Simi-lar action that has been duly adopted or passed 3 s f as an official act of GRANTEE's governing, body, authorizing the execution of. the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the GRANTEE to act in connection with the Agreement and to provide such additional information as may he required. b) It will comply with the provisions of the Hatch Act z which limits the political activity of employees. c) No program under this Agreement shall involve political activities. d) It small prohibit employees from using their -_ positions for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. rMOM e) Participants or employees in the program pursuant A � to this Agreement will not be employed on the construction, operation, or maintenance of that . part of any facility which is used for religious instruction or worship. f) Appropriate standards for health and safety in work and training nituattons will be maintained. g) Persons employed in public service jobs under this Agreement shall he paid wages which shall not he lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or locni mtnimum wage for the most nearly comparable covered employment. or (c) the prevailing rates of pay for persons employed in similar occupations by the same employer. 11) It wii I comply with the Ctvtl Rights Act as amended. i) It will comply with the requirements anti standards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local and Federally recognized Indian Tribal Governments"; OMB Circular No. A-128, "Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570..502 "Community Development Block Grant" Final Rule (Page J-3 and J-4) Federal Register, September 6, 1988. j) It will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Titl'h 29. IN WITNESS WHEREOF. the parties liereto have caused this instrument to he executed by the respective officials thereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal Corporation of. the State of Florida GRANTEE: ATTEST: By CORPORATE S.CRETA Y APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS: DtVIStON �F RISK MANAGEMENT 5/89 /gjd r (AFFIX SEAL) s CORPORATE RRSOLUTION WHEREAS, desires to enter into an agreement with the City of Miami; and Whereas, the Hoard of Directors At a duly held corporate meeting has considered the matter In accordance with the By —Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached.. DATED this +h day of K.L� , 198 2 SECRETARY ARD MF DLIKWORS CHAIRPERSON (AFFIX SEAL) e?" Puke CITY OF MIAMI. FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT GREATER MIAMI UNITED, INC. (GMU) THIS AGREEMENT, entered into this day of , 19 , between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and GREATER MIAMI UNITED, INC. (GMU) non-profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT ~� BLOCK GRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: _ 1_1 Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. �1.2) List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). (1.3 List of Key Staff Persons, with their titles, who will carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable for all persons who are authorized to receive and Z, disburse funds under this Agreement); current A liability insurance, naming the CITY as an additional 3.1 insured. -_ 1`.5\� Completion of Authorized Representative Statement (on form supplied by the CITY). �I.6) Completion of Statement of Accounting System (on form supplied by the CITY). _ r 11.7 CPA letter verifying the GRANTEE'S Accounting System or current Audit Report (which verifies the GRANTEE's internal controls as adequate to safeguard the orgnnizntion's assets). 1.8 Proof of. Workers' Compensntion insurance. 1.9 GRANTEE's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of this Agreement. 1.11) Completion of staff salary schedule (on forms supplied by the CITY). 1.12 Copy of Current Management Services Agreement (when • applicable). 1.13' Work Program (approved by the CITY). 1.14) Completion of GRANTEE'S Program/Line—Item Budget Expenditure Justification (on forms supplied by the CITY). 1.15) Completion of GRANTEE'S Total Actual. and Projected Funds Disclosure (on forms supplied by the CITY). �1.16Job Description and Resumes for all positions funded in whole or in part under this Agreement. ARTICLF. II 2.1 TIME OF PERFORMANCE The term of this Agreement shall be from .July 1,_ 1989, e through ,tune 30, 1990. 2.2 CITY AUTHORIZATTON For the purpose of this Agreement, the City of Miami, Department of Community Development, (hereinafter the 1. 11 C I T Y i 1 t DEPARTMENT ) will act on behalf. of the n ie fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 2 — 89-510 11.7 CPA letter verifying the GRANTEE'S Accounting System or current Audit Report (which verifies the GRANTEE's internal controls as adequate to safeguard the orgnnizntion's assets). 1.8 Proof of. Workers' Compensntion insurance. 1.9 GRANTEE's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of this Agreement. 1.11) Completion of staff salary schedule (on forms supplied by the CITY). 1.12 Copy of Current Management Services Agreement (when • applicable). 1.13' Work Program (approved by the CITY). 1.14) Completion of GRANTEE'S Program/Line—Item Budget Expenditure Justification (on forms supplied by the CITY). 1.15) Completion of GRANTEE'S Total Actual. and Projected Funds Disclosure (on forms supplied by the CITY). �1.16Job Description and Resumes for all positions funded in whole or in part under this Agreement. ARTICLF. II 2.1 TIME OF PERFORMANCE The term of this Agreement shall be from .July 1,_ 1989, e through ,tune 30, 1990. 2.2 CITY AUTHORIZATTON For the purpose of this Agreement, the City of Miami, Department of Community Development, (hereinafter the 1. 11 C I T Y i 1 t DEPARTMENT ) will act on behalf. of the n ie fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 2 — 89-510 t, 2.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and. obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 2.4 OBLIGATION OF GRANTEE The GRANTEE shall carry out the services as prescribed in its Work Program (Attachment I), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United States Secretary of Housing and Urban Development (HUD) and the City of Miami's Department of Community Development. 2.5 MBO WORK PROGRAM GRANTE9 shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment T) which is attached and incorporated herein and made a part of this Agreement. 2.6 BUDGET SUMMARY AND LINE ITEM BUDGET JUSTIFICATION GRANTEE shall comply with its Program/Ltne-Item Budget Expenditure Justification (Attachment IT) which is attached and incorporated herein and made a part of. this Agreement. 2.7 RETENTION OF RECORDS GRANTEE shalt retain all financial records. supporting documents, statistical records, and all other records pertinent to this Agreement for a period of three (3) years. 40 The retention period starts from the date of the submission of the final expenditure report. Records for non -expendable property acquired with funds under the Agreement shall be retained for a period of three (3) years after its final. disposition. At records retained pursuant to this section shall be retained beyond the three ( 3 ) year period if audit findings have not been resolved. 2.8 BONDING AND INSURANCE GRANTEE shall maintain insurance and bonding; coverages acceptable to the CITY. Prior to commencing any activity under this Agreement. the GRANTEE shall furnish to the CITY certtficates of insurance and bonding indicating that the GRANTEE is in compliance with the provisions of this article. GRANTEE shall provide the following coverages: a) insurance coverage that reflects sound business practices acceptable to the CITY. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an c) amount equal to or greater than the maximum amount of cash held at any one time. CITY shall he a pritp ry additional insured on all insurance policies and there shall be no exclusions in such policies to override the CITY'S coverage. Compliance with the foregoing requirements shall not relieve the GRANTEE of its liability and obligations under thip section or under any other section of this Agreement. Currant ltabilit in i tl CI TX y surance, nam ng 4e as ilia additional insured and rated by A.M. Best's as to "A" Classification and a "V" as to financial size. El 2.9 LEVEL OF SERVICE Should start -tip time for a program be required or any delays in service occur. the Department of Community Development is to be notified in wr.itIng immediately, giving, all Pertinent details and indicating when service will begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the Initiation of services hereunder, shall be continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement will not result to the displacement of employed workers, impair existing contracts for services, or result in the substitution of funds allocated under tills Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE. shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany all requests for payment. All non —expendable property acquired for the program with CITY funds will revert to the6CITY at the end of CITY-s funding of the Program (non —expendable property being properties which will not be consumed or lose identity). GRANTEE shall be responsible to CITY for any damage or destruction to said property and shall. i b I Y f d d re m urse C T or such amage or estruc.tion. GRANTER shal.l establish and maintain a property control system and shall be responsible for maintaining a current inventory on all capital items purchased with CITY lk- funds. All capital expenditures over $50.00 must be _ approved by CITY prior to purchase. All items —5— 2 purchased shalt remain the property of the CITY. Property is to be inventoried semiannually and submitted to the CITY including a property record listing the description, model serial number, date or acquisition, and cost. GRANTEE shall. permit CITY staff access to the premises where property is kept Car the purpose of monitoring inventory. GRANTER shall not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORITY PROCUREMENT COMPLTANCF, CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shad comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sources received during the term of this Agreement, within 30 days of such change Examples" of In -kind funds include free rent, labor, and office equipment. 2.13 REPORTS. AUDITS, AND EVALUATIONS GRANTEE will transmit to CTTY, in writing, in a Format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE s activities. GRANTEE shall submit to CITY such additional reports as may be requested. -6- G . GRANTEE shall prepare, in writing, in a format acceptable to CITY, any reports or documentation that may be required by Federal, State or Local. Directives. At the request of CITY, GRANTEE will transmit to CITY written statements of GRANTEF,'s official policy on specified issues relating to GRANTEE's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 The CITY reserves the right to conduct an audit after the expiration of this Agreement. e ° ARTICLE III 3.1 COMPENSATION a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to Article II hereof, $ 95.000.00 b) CITY shall have the right to review and audit the time records and related records of GRANTEE pertaining to any payments by CITY. -7- C 3.2 MF.T140D -OF PAYMENT Upon execution of this Agreement and with a written request from GRANTEE, CITY shall advance 1/6th of the appropriated funds to GRANTEE. Thirty (30) days after the final reimbursement of the Fiscal year, GRANTEE must suhmtt a final expenditure report verifying the expenditure of a1.1 funds reimbursed under this agreement. All payments shall be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/Line-Item Budget Expenditure Justification. Such written request shall contain a statement declaring and affirming that all disbursement 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. All reimbursements must be in line -item form and be in accord with this Agreement. At expenditures must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and made payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No'miseellaneous categories will be accepted as a line -item in the budget. Request for line -item changes, no more than two (2) per fiscal. year are allowable, with prior review and approval by the CITY. Alt line -item changes must he made prior to May 30,1990. 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of sixteen thousand five hundred dollars $16,500, by June 30. 1990, from approved revenue generating 89--r-10 uvn projects. These funds are to be used in lieu ofan advance on the fiscal 1990-91 City contract. Funds generated by grants (federal, state and local) will he considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by .Tune 30. 1990, future contracts With the GRANTEE Will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 3.4 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of GRANTEE at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are, subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT - TIMELY SUBMISSION Requests for payment shall be made on a monthly basis. Reimbursement requests for expenditures incurred during the term of this Agreement shall not be honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement, requests for expenditures shall not be honored unless received by the CITY within 30 days following the expiration date of this Agreement. 3.6 RCCAP'rURE Or FUNDS CITY shall reserve the right to recapture funds when the GRANTEE shall fail (i) to comply with the termq of this Agreement or (ii) to accept conditions imposed by CITY at the direction of the federal, state and local agencies. 3.7 CONTINGENCY CLAUSE Funding fo r this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of Labor guidelines, a detailed statement of the personnel policies of GRANTEE. These personnel policies are to include, but are not limited to, pay schedules, fringe benefits, resumes from staff, method used to compute vacations and ill time. working hours, office procedures, paid holidays, computation of wages, job descriptions to include qualifications for job, an affirmative action plan, an equal employment opportunity statement, disc?plinary procedures and methods, and format for and frequency of employees' evaluations. The CITY will not reimburse GRANTEES for family health care insurance premiums, nor will the CITY reimburse GRANTEES for employee retirement benefits. -10- 0 4.1 PROTECT PURLtCITY GRANTEE shall abide by affirmative action regulations in informing residents of the geographical area to be served hereunder and of the services to be of fered by utilizing any available means for advertisement, as necessary for recruitment and outreach. _ All literature, advertising,, publicity or promotion regarding GRANTFE's activities will be submitted to CITY for review and approval prior to release or distribution. No press conference will be scheduled without written notice to CITY. _ o 4.2 NONDISCRIMINATION GRANTEE agrees that it shall not discriminate an to race, sex, color, creed, national origin, or handicap - in connection with its performance under thi.s Agreement. 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 in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. d • - 4.3 CONFLICT OF INTEREST a) GRANTEE covenants that no person under its ernploy who presently exercises any functions or responsibilities in connection With this Agreement has any personal financial interests, direct or indirect, with CITY. GRANTEE further covenants - that, in the performance of this Agreement, no OEM - person having such conflicting interest shall beILL employed. Any such interests on the part of GRANTEE or its employees, must be disclosed in writing to CITY. Ll b) GRANTEE is aware of the conflict of interest laws of the City of Miami (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 shall fully comply in all respects with the terms of said laws. 4.4 1NDEMNIFICATION GRANTEE shall indemnify and save CITY harmless from and against any and all claims, liabilities, 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 person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with all 'applicable laws, ordinances, and codes of federal, state and local governments. 0. 4.6 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 4.7 SUBCONTRACTS GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services covered by tilts Agreement slialI be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to -12- 73 the terms and condition,; of this Agreement. Proper documentation in accordance with the DEPARTMENT and CITY guidelines and directives must be submitted to and approved by the DEPARTMENT prior to GRANTEE's execution of any subcontract. The advance notification process shall include the following: a) Identification of the sub -GRANTEE and services to be provided. b) The proposed subcontract, together with a complete and accurate breakdown of the price on a component -by -component basis, and all bid documents. c) Identification of the type of subcontract to he used. d) Summary of actions taken to select the s.ub- GRANTEE.. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. GRANTER agrees that all documents maintained and generated J 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 document or thing which is 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. -13- . 4.4 AWARD OF AGREEMENT GRANTEE, warrants that i.t 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. 4.10 NON-DELEGABILITY The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE. agrees and understands tkat CITY has no obligations to renew this Agreement. 4.13 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at A any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In Chat event, notice of termination of this Agreement shall be in writing to GRANTED, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay GRANTER an amount in excess of the total sum provided by this Agreement. -I4- El It is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL CONDITIONS a) 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. CITY OF MIAMI Department of Community Development 1145 N.W. llth Street Miami, Florida 33136 b) c) d) e) GRANTEE Greater Miami United, Incorporated 1699 Coral Way Miami, Florida 33145 Title and paragraph headings are for convenient reference and are not a part of this Agreement. In the event of conflict between the terms of this ffi Agreement and any terms or conditions contained in any attached documents, the terms in this 4- Agreement shall control. 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 State of Florida or the City e of Miami, such provisions, paragraphs, sentences, e words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable 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 in full force and effect. 4.15 INDEPENDENT GRANTEE GRANTEE and its employees and agents shall be deemed to be independent GRANTEES 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. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns.,, 4.17 DEi ULT PROVISIONS41 . 5 In the event that GRANTEE shall fait to comply with each and every term and condition of this Agreement or u fails to perform any of the terms and conditions contained herein, then CITY, t at its sole option, upon written notice to GRANTEE, may cancel and terminate this Agreement, and all payments, advances, or other - compensation paid to GRANTEE by CITY while GRANTEE was in default of the provisions herein contained shall be F forthwith returned to CITY. —16-- 40 ARTICLE V 5.1 GRANTEE CERTIFICATIONS GRANTEE certifies that: a) It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an official act of GRANTEE-9 governing body, authorizing the execution of. the Agreement, Including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the GRANTEE to act in connection with the Agreement and to provide such additional information as may be required. b) It will comply with the provisions of the Hatch Act which limits the political activity of employees. c) No program under this Agreement shall involve f. political activities. d) It shall prohibit employees from using their s` positions for a purpose that is or gives the appearance of being motivated by desire for private pain for themselves or others, particularly those with whom they have family, business, or other ties. e) Participants or employees in the program pursuant � w to this Agreement will not be employed on the construction, operation, or maintenance of that part of any facility which is used for religious Y instruction or worship, Fy k_ f) Appropriate standards for health and safety in work and training situations will be maintained. g) Persons employed in public service jobs under this ti- 47 Agreement shall be paid wages which shall not he lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or -17- local minimum wage for the most nearly comparable covered employment, or (c) the prevailing rates of pay for persons employed in similar occupations by the same employer. h) It will comply with the Civil Rights Act as amended. i) It will comply with the requirements and standards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local and Federally recognized Indian Tribal Governments"; OMB Circular No. A-128, "Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State And Local. Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570..502 "Community Development Block Grant" Final Rule (Page J-3 and J-4) Federal Register, September 6, 1988. j) It will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Titlre 29. a • IN 14ITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal Corporation of the State of Florida ATTEST By NATTY HIRAI CESAR If. ODIO CITY CLERK CITY MANAGER ,1= ATTEST: GRANTEE: By CORPORATE SECRETARY PRESIDENT ( AFFIX SEAT.) APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ C[TY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS: DIVISION OF RISK MANAGEMENT 5/89 /gjd . 19— d CORPORATE RESOLUTION WHEREAS, GREATER MIAMI UNITED desires to enter into an agreement with the City.of Miami; and Whereas, the Board of Directors At a duty held corporate meeting has considered the matter in accordance with the By —Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this 9th day of May , 1989 0 SECRETARY BOARD OF DIRECTORS CHAIRPERSON 01 (AFFIX SEAL) CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT RATTAN TASK FORCE, INC. (HTF) THIS AGREEMENT, entered into this day of , 19 , between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and HA�IAN TASK FORCE, INC. (HTF) non-profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT . BLOCKeGRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. 1.2 List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.3 List of Key Staff Persons, with their titles, who will carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 Completion of Authorized Representative Statement (on form supplied by the CITY). 1.6 Completion of Statement of Accounting System (on form supplied by the CITY). 1.7 CPA letter verifying the GRANTEE's Accounting, System or current Audit Report (which vertries the GRANTEE's internal controls as adequate to safeguard the organization's assets). 1.8 Proof of Workers' Compensation Insurance. 1.9 GRANTEE's Corporate Seat (to he affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of this Agreement. 1.11 Completion of staff salary schedule (on form-, supplied by the CITY). 1.12 Copy of Current Management Services Agreement (when applicable). OP 1.13 Work Program (approved by the CITY). 1.14 Completion of GRANTEE'S Program/Line-Item Budget Expenditure Justification (on forms supplied by the CITY) ., 1.15 Completion of. GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). 1.16 Job Description and Resumes for all positions fended in whole or in part under this Agreement. ARTTCL E II 2.1 TIME OF PERFORMANCE The term of. this Agreement shall be from July 1, 1989, through June 30. 1990. 2.2 CITY AUTHORIZATION For the purpose of. this Agreement, the City of Miami, Department of Community Development, (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the f i a c a I control, programmatic monitoring;, and modification of this Agreement, except as otherwise- 1- provided by this Agreement. ,- ii -2- 2.3 .ENTTRE AGREEMENT This instrument and its attachments cnnsti.tute the only Agreement of the parties hereto relattnp, to said grant and cd'hrectly sets forth the rights, duties, and obligations of each to the other as of its dntt,. Any prior agreements, promises, negotiations, or representations not expressly set forth in tilts Agreement are of,no force or effect. 2.4 OBLIGATION OF GRANTEE The GRANTEE shall carry out the services ns prescribed in its .Work Program (Attachment 1), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the Untted States Secretary of Housing and Urban Development (HUD) and the City of Miami's Department of Community Development. 2.5 MBO WORK PROGRAM GRANTEE shall comply with its obligations as described in its- Management By Objectives (E480s) (Attachment 1) which is attached and incorporated herein and made 7 part of this Agreement. 2.6 BUDGET SUMMARY AND LINE ITEM BUDGET JUSTIFICATION 2.7 GRANTEE shall comply with its Program/Line-Item Budget Expenditure Justification (Attachment Ii) which is attached and incorporated herein and made a part of .. this Agreement. RETENTION OF RECORDS = GRANTEE shall retain all financial records, supporting A documents, statistical records, and all other records pertinent to this Agreement for a period of three (3) years. -3- 0 The rer.entton period starts from the date of the Submission of the final expenditure report, Records for non -expendable property acquired with funds under the Agreement shall be retained for a period of three (3) years after. its final dispositton. Al.I records retained pursuant to this section shall be retained beyond the three (3) year period if audit findings have not been resolved. 2.8 BONDING AND INSURANCE GRANTEE shall maintain insurance and bonding, coverages acceptable for the CITY. Prior to commencing any activity under this Agreement, the GRANTEE shall furnish to the CITY certificates of insurance and bonding indicating that the GRANTEE is in compttance with the provisions of this article. GRANTEE shall provide the following coverages: a) Insurance coverage that reflects sound business practices acceptable to the CITY. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal. to or greater than the maximum amount of cash held at any one time. CITY shall he a primary additional insured on all insurance policies and there shall be no exclusions A in such policies to override the CITY'S coverage. Compliance with the foregoing requirements shall not relieve the GRANTEE of its liability and 317 i_ obligations under this section or under any other r_ section of this Agreement. c) Current liability insurance, naming the CITY as an additional insured and rated by A.M. Dest's as to "A" Classification and a "V" as to financial size. M 2 .9 LEVEL OF SERVICE Should start-up time for a program be required or nny delays in service occur, the i)a_partment of Communt.ty Development is to be notified in writing immediately. giving ail pertinent- details and indicating when service will begin and/or continue. it is understood and agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the Initiation of services hereunder, shall be continued and shall not be reduced in any way as n result of this Agreement. Programs funded through this Agreement wilt not result in• the displacement of employed workers, impair existing contracts for services, or resui.t in M the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this 0 Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shell solicit three (3) bids for the purchase of capital equipment. The three (3) bids 1 11 sia accompany all requests for payment. All, r non -expendable property acquired for the program with CITY funds will revert to the CITY at the end of Ct'YY's Fr funding of the Program (non -expendable property being properties which wilt not be consumed or Iose identity). GRANTEE shall be responsible to CITY for any damage or destruction to said property and shall reimburse CITY for such damage or destruction. GRANTEE; shal.l establish and maintain a property control system and aha11 be responsible for maintaining, a current inventory on all capital items purchased with CITY funds. All capital expenditures over $50.00 must be - approved by CITY prior to purchase. All items 0 purchasr_d shall remain the property of the f;l'fY. Property is to he inventoried seminnnreal ty and submitted try the CITY Incl(IdInp a property record listing, the description, model aerial number, date of acquisition, and cost. GRANTEE shall permit CITY staff access to the premises where property is kept for the purpose of. monitoring inventory. GRANTEE shall. not dispose of real or personal property purchaGed with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORITY PROCUREMEN'r COMPLIANCE CLAUSE GRANTEE acknowledges that it has been furntshed a copy ' of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and :shall comply with all applicable substantive and procedural provisions theretn, including any amendments thereto. 2.12 DISCLOSURE OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total bridget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes i ri the amount of funds through program income or the sources received during the term of this Agreement, within 30 days of such change. Examples of in -kind funds include free rent, labor, and office equipment. 2.t3 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to Ci.TY, in writing, in a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be ,requested. - h - 0 GRANTEE shall prepare, in writing, In n formnt. acceptable to CITY, any reports or documentation that may be required by Federal, State or Local Directives. At the request of CITY, GRANTEE will transmit to CITY written Statements of. GRANTEE's official policy on specified issues relating, to GRANTEE'S activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff: GRANTEE shall ensure the cooperation of tts employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either „received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, r shall constitute good cause for. the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, tine, Social. Security number, date hired or terminated, ethnic. background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 The CITY reserves the right to conduct an audit after the expiration of this Agreement. ARTICLE III 3.1 COMPENSATION a) CITY shal.l pay GRANTEE, as maximum compensatinn for the services required pursuant to Article II hereof, $ 50.000.00 b) CITY shall have the right to review and audit the time records and related records of GRANTEr, pertaining to any payments by CITY. -7 - 3.2 METHOD Ol' PAYMENT Upon execution of this Agreement and with a written regtiest from GRANTE9, CITY shall advance 1/hth of the appropriated funds to GRANTER. Thirty (30) days :after the final reimbursement of the ftgcal year, GRAN'rEE must submit n final expenditure report verifying, the expenditure of all funds reimbursed under t11In agreement. All payments sha11 be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/l,ine-item Budget Expenditure Justification.t Such written request shall contain a statement declaring and affirming, that all disbursement were made in accordance with the approved budget. At documentation in support of such request shall be subject to approval by CITY at the time the request is made. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and made payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories will be accepted as a line -item in the budget. Request for line -item changes, no more than two (2) per, fisr.al. year are allowable, with prior review and approval by the CITY. All line -item changes must he made prior to May 30,1990_ 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of sixteen thousand five hundred dollars $16,500, by r.- June 30, 1990, from approved revenue generating, W-M 0 projects. These funds are to be used in Ilea of an advance on the fiscal 1990-91 City contract. Funds generated by grants (federal, state and local) will he considered generated revenuer. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1990, future contracts with the C,RANT9E. will not be negotiated or considered. GRANTEE miist submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 3.4 FTNANCIAL ACCOWNTABTLITY CITY reserves the right to audit the records of GRANTEE At any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT - TIMELY SUBMISSION Requests for payment shall be made on a monthly basis. Reimbursement requests for expenditures incurred during; the term of this Agreement shall not be honored unless received by CITY within 30 days after the end of month hollowing the expenditure. Reimbursement requests for expenditures shn11 not be honored unless received by the CITY within 30 days following the expiration date of this Agreement. gas s 3.6 RECAPTURE 017 FUNDS CTTY shall reserve the right to recapture funds when the GRANTEE shall fail (t) to comply with the tPrms of this Agr.Pement or (ii) to accept conditions impnsed by CITY at the direction of the federal, state and local agencies. 3.7 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization For program activities and is subject to amendment nr termination du'e to lack of funds or authnrization , reduction of funds. and/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be elty,tble for reimbursement for personal cnsts, GRANTEE, shall submit to CITY in accordance with U.S. Department of. Labor guidelines, a detailed statement of the personnel policies of GRANTEE.. These personnel policies are to include, but are not limited to, p n y schedules, fringe benefits, resumes from staff, method used to compute vacations and ill time, working hours, office procedures, paid holidays, computation of wakes, job descriptions to include qualifications for job, nn affirmative action plan, an equal employment opportunity statement, disciplinnr.y procedures and methods, and format for and frequency of employees' evaluations. The CITY will not reimburse GRANTEES for family health care insurance premiums, nor will the CITY reimburse GRANTEES for employee retirement benefits. -10- ARTICLE, IV 4.1 PROJECT PUBLICITY GRANTEE shalt abide by affirmative neti.on repulatJonn in Informing residents of the geographical area to be nerved heretinder and of the services to be offered by u t I I i z i n g any available means for advertisement, :is necessary for recruitment and outreach. A11 literature, advertising, publicity or promotion regarding CRANTEE's activities will be submitted to CITY for review and approval prior to release or distribution. No press conference will he schedut.r.d without •written' notice to CITY. 4.2 NONDTSCRIMINATION GRANTEE agrees that it shall not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under this Agreement. FURTHERMORE, that no otherwise qualified indivtdunl shall, solely by reason of his/her, race, sex, color, creed, national origin, or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial asststance. 4.3 CONFLICT OF INTEREST a) GRANTEE r.ovr_nants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or Indirect, with CITY. GRANTEE, further covenants that, in the performance o£ this Agreement, no person having such conflicting interest shall be , employed. Any such interests o» the part of GRANTEE or its employees, must be disclosed in r writing to CITY. -11- 13 b) GRANTER i.s aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dane County Florida (Dade County Code Section 2-11.1) and t_he State of Florida, and agrees that it shall ful ly comply in all resper_t.s with the terms of said laws. 4.4 1.NDEMNIFICAT10N GRANTEE shall indemniEy and save CITY harmless from anti { against any and all claims, liabilities, losses, and causes of action which may arise out of GRANTEE's 9 activities under this Agreement, inr.Iudinp all other acts or omissions to act on the part oF. GRANTEE, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and llabili.ties incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with a1.1 applicable laws, ordinances, and codes of federal, state and local governments. 4.6 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 4.7 SUBCONTRACTS i� GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services: covered by this Agreement slialI be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to -12- the terms and conditions of this Agreement. ''raper documentatton in accordance with the DEPARTMENT and CITY puidel.i.nes and directives most be submitted tn and approved by the DEPART1iENT prior to GRANTEE's execution of any subcontract. The advance nottficntton process shall include the following: a) Identification of the sub -GRANTEE and services, to be provided. b) The proposed subcontract, together wttl► n complete and accurate breakdown of the priee. on a component -by -component basis, and all. hid documents. c) Identificatton of: the type of subcontract tc.� he used. d) Summary of actions taken to select the sub - GRANTEE. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE. 4.8 OWN911SI11P OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall become the property of. CITY, without restriction or limitation on its use. GRANT11E agrees that all. documents mat ntained 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 document or thing which is given by curt' 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. -13- �µ 4.9 AWARD OF AGREEMENT GRANTEE warrants that it han not employed or retnint-d any person employed by the CITY to solicit or secure this Agreement and that tt han not offered to pny, paid, or ngreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or p,ift of any kind contingent upon or resulting, from the award of this Agreement. 4.10 NON—DELEGABiLITY The obligations undertaken by the GRANTEE pursuant to this Agreementp shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. — 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of. this Agreement, GRANTEE: agrees and understands that CITY has no obligations to renew this Agreement. 4.13 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement nt r= any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing to GRANTEE, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay GRANTEE an amount in excess of - the total sum provided by this Agreement. 89-51 Ll It Is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of. this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL CONDITIONS a) 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. CITY OF MIAMI GRANTEE Department of Community Haitian Task Force, Development Incorporated 1145 N.W. 11th Street 7488 N.E. 2nd Avenue Miami, Florida 33136 Miami, Florida 33138 b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. c) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. d) 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. e) 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 I under the laws or the State of FI nrlda or the City of Miami, such provisions, paragraphs, sentences, words or phraees shnlI he deemed modtFied to the extent necessary 1.n order to conform with such taws. or if not modifiable to conform with such laws, then same shalt be deemed severable, and in either event, the remai.ninp, terms and provisions of this Agreement shall remain unmodified in full force and effect, 4.15 INDEPENDENT GRANTEE GRANTEE and it%; employees and agents shall be deemed to be independent GRANTEES and not agents or employees of r CITY, and shall not attntn any rights or benefits under the Civil Service or Pension Ordinances of CITY or nny rights generally afforded classified or unclassified employees; further they shall not he deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representnttves, successors, and assigns. 4.17 DEFAULT PROVTSIONS 1 In the event that GRANTEE, shall fail to comply with A each and every term and condition of. this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to GRANTEE, may cancel and terminate = this Agreement, and all payments, advances, or other compensation paid to GRANTEE by CITY while GRANT99 wan in default of the provisions herein contained shall be forthwith returned to CITY. ARTICLE V 5.1 GRANTEE CERTIFICATIONS GRANTEE certifies that: a) It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed as an offtc1.aI act of GRANTEE'rs governing, body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and nuthortzing the person identtfi.ed as the offtr_tal representative of the'GRANTE9 to act in connection with the Agreement and to provide such additional information a4 may r he required. b) It will comply with the provisions of the hatch Act which Limits the political activity of employees. c) No program under this Agreement shall tnvolve political activities. d) It shall prohibit employees from ustng tlie ir positions for a purpose that is or Riven the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. e) Participants nr employees in the program pursuant to. this Agreement will not 1)e employed on the construction, operation, or mai.nteannce of: that part of any facility which is used for religious tnstruction or worship. f) Appropriate standards for health and safety in work and training sttuattons will be maintained. g) Persons employed in public service jobs under this Agreement shall he paid wages which shall not he lower than whichever is the htghest of (a) the minimum wage which would be nppltcable to the employer under Federal standards, (b) the State or --t7- c a n i local minimum wage for the mast nearly comparable covered employment, or (c) the prevailing rates of pay for persons employed in similar occupations by the same employer. h) It will comply with the Civil Rip;htq Act as amended. i) It will comply with the requirements and standards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local and Federally recognized Indian Tribal Governments": OMB Circular : No.' A-128, ' "Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. 's A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570.502 "Community Development Block Grant" Final Rule (Pape J-3 and J-4.) Federal Register, September h, 1988. j) it will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal. Labor Standards, 'Title 29. IN WITNESS WHEREOF. the parties hereto have caused this instrument to be executed by the respective oIfi.c1.41 thereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal Corporation of the State of Florida ATTEST: By MATTY RIRAI CBSAR 11. ODIO CITY CLERK CITY MANAGER ATTEST: CORPORATE SECRETARY GRANT1,I:: PRES[DENT ( AFFIX Si,hl,) APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY ' APPROVED AS TO INSURANCE, REQUIREMENTS: DIVISION OF RISK MANAGEtIENT S/89 /gjd 19 - 2 CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT LITTLE HAVANA DEVELOPMENT AUTHORITY, INC. (LHDA) THIS AGREEMENT, entered into this day of , 19 , between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and LITTLE HAVANA DEVELOPMENT AUTHORITY, INC. (LHDA) non-profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE,: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT • _ S4ir nAPff•_Dimv onin NOW, THEREFORE, in consiteration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. 1.2 ✓ List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.3 t% List o'f Key Staff Persons, with their titles, who will carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 Completion of Authorized Representative Statement (on form supplied by the CITY).' ' 1.6 V• Completton of Statement of Accounting System (on form supplied by the CITY). f 60 1.7 \/ CPA Letter verl fyi ng the GRANTEIK"q Acc.ounttnr ►yntrm or. current Audit Report (which vertf leG the GRANTEr,'c internal controls as ndequate.. to safeguard the orgnniz:iti.on's assets). 1.8 Proof of. Workers' Compensation Inqurance, 1.9 GRANTEE's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of t-hlq Agreement. 1.II Comp letton of stafF salary schedule (on forms nupnlIed by the CITY). 1.12 Copy -af Curfent Management Services Agreement (when nppltcable). ., 1.13 Work Program (approved by the CITY). 1.14 Completion of GRANTEE'S Program/Line-Item Budget Expenditure Justification (on forms supplied by the CITY). 1.15 Completion of GRANTEE'S Total Actual and Pro.]ec.ted Funds Disclosure (on forms supplied by the CITY). 1.16 Job Description and Resumes for all positions fronded in whole or in part under this Agreement. ARTICLE It 2.1 TIME OF PERFORMANC174 The term of this Agreement steal 1 be from July 1, 1989, through ,Tune 30, 1990. 2.2 CITY AUTHORIZATION For the purpose of, this Agreement, the City of rtiami_, Department of Community Development, (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and modificatton of thts Agreement, except as otlie rwtse provided by this Agreement. - 2 - 60 2.3 ENTIRE AGRE;rMEN'r This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant and correctly sett forth the rtghtq, duties, and obligations of each to the other as of its dnt(,. Any prior agreements, promises, negotiations, or reprenentat ions not expressly set forth In this Agreement are of no force or effect. 2.4 OBLIGATION OF GRANTEE The GRANTEE shalt carry out the services nq pregcr.tbed in its -Fork Ptpgram (Attachment I), which is attached and incorporated herein and made a part of this 10 Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United Staten Secretary of (lousing and Urban Development ((IUD) and the City of Miamt's.Department of. Community Development. 2.5 HBO WORK PROGRAM GRANTEE shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment t) which is attached and incorporated herein and made n part of this Agreement. 2.6 BUDGET SUMMARY AND LINE ITEM BUDGET JUSTIFICATION GRANTEE shall comply with its Program/Line-Item Budget Expenditure Justification (Attachment II) which is attached and incorporated herein and made a part of this Agreement. 2.7 RETENTION OF RECORDS GRANTEE shall retain all financial records. supporting documents, statistical records, and all other records perttnent.to this Agreement for a period of. three (3) years. 89-5-10 f IQ The retention period starts from the dice of the submission of the final expenditure report. Recorrla for non -expendable property acquired with funds under the Agreement shall be retained for a period of three (3) years after. its final disposition. All records retained pursuant to this section shall be retained beyond the three (3) year period If audit finding;n nave not been resolved. 2.8 BONDING AND INSURANCE GRANTEE shall maintain insurance_ and bonding,, coverngns acceptpDle t9, the CITY. Prior to commencing; any activity under this Agreement, the GRANTEE shall furnish to the CITY certificates of insurance and banding tndicatingr, that the GRANTEE is in romp i ance with the provisions of this article. GRANTEE. shall provide the following; coverages: a) insurance coverage that reflects sound business practices :acceptable to the CITY. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the maximum amount of cash held at any one time. CITY sliall he a primary additional insured on all insurance policies and there shall be no exclusions in such policies to override the CITY'S coverage. Complinnee with the foregoing; requirements shalt not relieve the GRANTEE of its liability and obligations under this section or under any other section of. this Agreement. c) Current liability insurance. naming the CITY are ;in additional insured and rated by A.M. ReWn ne to "A" Classification and a "V" as to financial size. H 1: M -4 - 9-59, LW 2.9 LEVrt, or SERVICE Should stsgrt-up time for a program be regnl.red or any delays in service occur, the Department of Community Development is to be notified in writing; tmmedintely, giving :all pertinent details and i.ndtcnting; when service will begin and/or continue. It is understood end agreed that the level of: services, activities, and expenditures by the GRANTEE, in existence prior to the Initiation of services hereunder, shall be continued and shalt not be reduced in any way as n result of thin Agreement. Prog;rama funded through this Agreement wl l t not re`s-u1t iri# the displacement of employed workers, impair existing contracts f.or services, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the nbsence of this Agreement. 2.10 PURCHASING AND INVENTORY GRANTED shall use its best efforts to obtain all supplies and equipment for use under this Agreement nt the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany all requests for payment. Al non -expendable property acquired for the program with CITY fund, will revert to the CITY at the end of. CITY's funding of. the Program (non -expendable property being; properties which will not be consumed or lose identity). GRANTEE shall be responsible to CITY for any damage or destruction to said property and shntl reimburse CITY for such damage or destruction. GRANTER shall establish and matntnin a property control system r t and shall be responsible for maintaining; n current Inventory on salt capttal items purchased with CITY i r funds. All capital expenditures over $50.00 must he r approved by CITY prior to purchase. All items AWL -ANFL purchased shall remain the property or the CITY. Property t8 to be inventorted semiannually and submtttPd to the CITY including n property record _$ Ilating the description, model gertal number, date of acquisition, and cost. GRANTEE shell permit CITY starr access to the premises where property Is kept for the -' purpose of monitoring inventory. GRANTEE shall. not =i i dispose or real or personal property purchased wtth CITY funds through sale, loan, or rel.ocntion witt►nut receiving prior written npprovnl of. the City Mannga_r.. 2.11 MINORITY PROCU?4r.MENT COMPLIANCE CLAUSE GRANTEE acknowledges that It tins been furntnhed n r.opy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Minmi, and shall comply with all applicable subatnnttve and procedural provisions therein, Including any amendments thereto. 2.12 DISCLOSURE OF FUNDS =- GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting, the total budget whether they be real or in -kind at the commencement of. the Agreement period, as welt as any changes in the - amount of funds through program Income or the ►►o►.irces NO received during the term of this Agreement, within 30 days of such change. Examples of in -kind funds includo free rent, labor, and office equipment. t 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in wrtting, in a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE'S acttvttteq. s °i GRANTEE shall submit to CITY such additional reports as i A may be requested. 0 -6- ■ GRANTEE nhh11 pre1)nre, in writtnr, in n rnrma1t. NMI acceptable to CITY, any reports. or documentation that may be required by IF a], Stnte or Local Direr.tive:a. At the, request of CITY, GRAN'rEE utli. transmit to CITY written statements of GRANTEh;'s official. Policy on _ specified issues relating to GRANTEE'S activities. MOM CITY may carry out monitoring and evaluation activities, including visits and observations by CITY l staff; GRANTEE shall ensure the cooperation of tts employees and Board members in such efforts. Any inconsistent, tne6mplete, or inadequate information — i either•xeceivtd by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to termtnnte this Agreement at any time thereafter. cc �I 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, title, Social Security number, date hired or terml.nated, ethnic. background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 The CITY reserves the right to conduct an audit after the expiration of this Agreement. WrICLE ITT 3.1 COMPENSATION a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant_ to Article it hereof, $ 50.000.00 b b) CITY shall have the right to review and audit the time records and related records of GRANTEE: pertaining to any payments by CITY. - n Ash 3.2 METHOD OF PAYMEN'i' Upon execution of this Agreement and with a written =- request from GRANTEE, CITY shall advance 1/6th of the appropriated funds to GRANTEE. Thirty (30) days after the Final reimburnement of the fiscal. year, GRANTEE must submit n final expenditure report vertfytng the expenditure of 81.1 funds reimbursed under this agreement. All payments shall. be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/Line-item Budget Expenditure Just ification.0, Such written request shall contain n statement declaring and affirming that all disbursement were made in accordance with the approved budget. Ail. documentation in support of such request shall he = subject to approval by CITY at the time the request is made. All reimbursements must be in line -item form and be In accord with this Agreement. Alt expenditure q .must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and matte payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event thnt an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous cntegorteR will be accepted as a line -item in the budget. Request for line -item changes, no more thnn two (2) per flgcal year are allowable, with prior review and approval by = the CITY. Alt line -item changes must he made prior to tiny .30, 1990. 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount f= of sixteen thousand five hundred dollars $1,6,500, by June 30. 1990, from approved revenue generating projects. These funds are to he ur.ed in belt of an advance on the fiscal 1990-91 City contract. rundn generated by grants (federal, state and local) will he considered generated revenues. in the event that GRANTRft f:atls to generate the above mentioned revenues by June 30, 1990, future contracts With the GRANTHR will not be negotiated or considered. GRANTED, munt submit proper documentation supporting the expendt.ture of such program generated funds as per the Program/Line—item Budget Expenditure .lustificntion. 3.4 FiNANCI-AL ACCOUNTABILITY CITY reserves the right to audit the records of GRAN'rl;l; At any time during the performance of thin Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts tncluded in the related invoice which are found by CITY, on the basis of such audit, not to consti.tute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEttEN'r — TIMELY SUBMISSION Requests for payment shall be made on n monthly hasts. Reimbursement requests for expenditures incurred during; the term of, this, Agreement shall. not he honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by the CITY within 30 days following, the expiration date of this Agreement. 1 —9_ 89 510 ` 3.6 RECAPTURE or FUNDS CITY shall reserve the right ro recapture funds when the GRANTEE shall fail (i) to comply wf.th Lite terms of this Agreement or (ii) to accept conditions imposed by M CITY at the direction of the federal, state and locnl i age tic ies. =y . 3.7 CONTINGENCY CLAUSE Funding fair this Agreement is contingent on the availability of funds and continued authorization for program acttvitteg and in subject to amendment or =' termina•tJoil dGe to lack of funds or authorisation, reduction of funds. and/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of. Labor guidelines, a detailed statement of i' the personnel policies of GRANTEE. These personnel s{, policies are to include, but are not limited to, pay �i =j schedules, fringe benefits, resumes from staff, method used to compute vacations and ill time, working hours, office procedures, paid holidays, computation of: wages, job descriptions to include qualifications for ,job, an affirmative action plan, an equal employment opportunity statement, disciplinary procedures and methods, and format for and frequency of employees' evaluations. Tate CITY will not reimburse GRANTEES for family healtli care insurance premiums, nor will the CITY reimburse GRANTEES for employee retirement benefits. -to- 89-5.1 'A dML ARTICLE IV 4.1 rROJECT FIJR1.tC1.TY GRANTEE shalt ahtde by nfflrmative action regulattnnn in informing residents of the I;eogrnph1c.11 area to be nerved hereunder and of the services to be offered by utilizing, any nvaIIable means for advertisement, ais necessary for recruitment and outreach. s All literature, advertising, publicity or promotlnn regarding GRANTHE's activities will he submitted to 1= CITY for review and approval 1)rior to release or distribution. Nn press conference will be achedu1.ed ± without"rwrittene notice to CITY. 4.2 NONDISCRIMINATION GRANTEE agrees that it shalt not discriminate as to s :• race, sex, color, creed, national origin, or handicap in connection with its performance under this i Agreement. FURTHERMORE, that no otherwise qualified individunt �1. f• shalt, solely by reason of his/her. race, Rex, color, creed, national origin, or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 4.3 CONFLICT OF 1NTLiti,.sT 3) GRANTEE covenants that no person under its employ who presently exercises any functions or responstbilities in connection with this Agreement has any personal financial interests, direct or indirect with CITY. GRANTEE further covenant9 0 that, to the performance of this Agreement, no person leaving such conflicting interest shall be employed. Any such interests on the part of GRANTEE or t t s employees, must be disclosed in writing to CITY. f -11- . Ea b) GRANTEE is aware of the conflict of interest laws of. the City of Miami (City of 141nmt Code Chapter 2, Article V), Dade County FlnridA (Dade County Code Section 2-11.1) and the State of Florida, And Agrees that it shall fully comply in AT respects with the terms of said laws. 4.4 INDEMNtFiCATION GRANTEE shall indemnify and save CITY harmless from and Against any and all claims, liabilities, losses, And causes of action 'which may arise out of GRANTEE's ncttvtt•ies under this Agreement, including, nil other acts or omissions to act on the part of GRANTEE, including any person acting for or on its behalf: from and Against any relevant orders, judgements, or decrees which may be entered against CITY; and from and Against all costs, Attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATF,, AND LOCAL LAWS Both parties shalt comply with all. applicable laws, ordinances, and codes of federal, state and local governments. 4.6 AMENDMENTS No amendments to this Agreement shall be binding; on either party unless in writing and signed by both parties. 4.7 SUBCONTRACTS GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall he subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to -12- the terms and conditions of this Agreement. Proper documentation in accordance with the 1)EPARTN11iNT And CITY guidelines and directives must be submitted to and approved by the DEPARTMENT prior to GRANTEE's execution of nny subcontract. The advance notification process shalt include the following: n) Identification of the sub -GRANTEE and services to be provided. b) The proposed subcontract, together with n complete and accurate breakdown of the price on n component -by -component basis. and all hid •� docuMptits. c) Identification of the type of subcontract to be used. •� d) Summary of actions taken to select the sub - GRANTEE.. Nothing, contained herein shalt create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE,. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on itg use. (7,RANTEI; agrees that a1I documents maintained and generated pursuant to this contractual relationship between CITY and GRAN'CEr shall be subject to all provisions of the i Public Records Law, Chapter 119, Florida Statutes. s= It is further understood by and between the parties that any document or thing which is 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. -13- Uk i ■ i 4.9 AWARD OF AGREEMENT GRANTEE warrants that it has not employed or retained r a any person employed by the CITY to solicit or secure this Agreement and that it hag 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 -i Agreement. of this t 4.10 NON-DELF.GABILITY The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to ® any other person or firm unleaa CITY shall first ®; consent in writing to the performance or assignment of such services or any part thereof by another person or ,i firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEI: agrees and understands t1Tat CITY has no obligations to renew this Agreement. 4.13 TERMINATION OF CONTRAC'r CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of thin Agreement shall be in writing to GRANTEE, who shall he paid for those services performed prior to the date of its receipt of the notice of termination. Tn no case, however, will CITY pay GRANTEE an amount in excess of - the totnl sum provided by this Agreement. r -t 4- W It is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14'GENERAL CONDITIONS == a) A11 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 regi®tered 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. CITY OF MIAMI GRANTEE Department of Community Little Havana Development Development Authority, Inc. 1145 N.W. 11th Street 970 S.W. tat Street Miami, Florida 33136 Miami, Florida 33130 b) Title and paragraph headings are for convenient F reference and are not a part of this Agreement. OP 11r c) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. d) 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. e) 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 -15- 1 under the laws of the State of Florida or the City of titami, 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 modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining, terms and provisions of. this Agreement shall rematn unmodified in full _{ force and effect. 4.15 INDEPENDENT GRANTEE GRANTEE and itt employees and agents shall be deemed to be independent GRANTEES 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 r; rights generally afforded classified or unclassif.led employees; further they shall not be deemed entitled to the Florida Workers' Compensation beneftts as an employee of CITY. �i 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. . r 4.17 DEFAULT PROVISIONS In the event that GRANTEE shall fail to comply with each and every term and condition of this Agreement or fails to perform i any of the terms and conditions contained herein, then CITY, at its sole option, upon written, notice to GRANTEE, may cancel and terminate � ARTICLE V 5.1 GRAN'rEg CERTIFICATIONS GRANTEE certifies that: a) It possesses the legal authority to enter into this Agreement by way of .11 regolution, motion. or similar action that has been duly adopted or passed ns an official act of GRANTEE's governing body, authorizing the execution of. the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the .GRANTED to act in connection with the Agreement and to provide such additional information an may be 'requt red. ' b) it will comply with the provisions of the Hatch Act which limits the political activity of employees. c) No program under this Agreement shall involve political activtttes. d) It shall prohibtt employees from using their positions for a purpose that is or given the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. e) Participants or employees in the program pursuant e to this Agreement will not be employed on the construction, operation, or maintenance of that part of any facility which is used for religious instruction or worship. f) Appropriate standards for health and safety in work and,traintng situations will be maintained. P 1 d i blie service joha under this g ersons emp oye n pu Agreement shall he paid wages which shall not he lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or -17- C heal minimum wnge for Lite most nearly comparable covered employment. or (c) the prevailing rates of pay for persons employed in similar occupntions by the same employer. 1 h) It will comply with the Civil Rights Act as amended. 1) It will comply with the requirements and standards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local and Federally recognized Indian Tribal Governments"; OMB Circular No. 'A-128,""Audits of State and Local Governments" (implemented at 024 CFR Part 44); OMB Circular No. A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local. Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570.502 "Community Development Block Grant" Final Rule (Page J-3 and J-4) Federal Register, September h, 1988. J) It will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Title 29. IN wITNESS WHEREOF, the parties hereto have caused this instrument to be: executed by the respective officials thereunto duly authorized on the first date above written. ATTEST: MATTY HIRA1 CITY CLERK -18- 7 CITY OF MIAM1, a municipal Corporation of. the State of Florida By f CESAR 11. ODIO CITY MANAGER -. GRANTEE: : S By CORPORATE. SECRETARY PK :S tl)EN APPROVED AS TO FORPI AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS: DIVISION OF RISK MANAGEt1ENT I 5/69 /g:jd !9— e ( AFFIX SF.AI. CORPORATE RESOLUTION WHEREAS LITTLE NAVANA DEVELOP E desires Lo enter into an agreement with the City of Miamil and WIiEREAsj the Board of Directors at a duly lield corporate meeting has considered the matter in accordance with -the By-laws of the coporation; NOW, Tt1EREFORE, BE ,IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a corttract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract"to which this resolution is attached. DATED this � o day of / , 198 aJRPERRS,4TILE BOARD OF DIRECTORS (SEAL) SECRETAR r " e n i i CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT MARTIN LUTHER KING ECONOMIC DEVELOPMENT CORPORATION INC., ( MKVBDC THIS AGREEMENT, entered into this day of , 19—, between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and MARTIN LUTHER KING ECONOMIC DEVELOPMENT CORPORATION, INC. (MLKEDC) non-profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUND NOW, THEREFORE, in consideration of -the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 ✓ Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. 1.2 ✓ List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.3 / List of Key Staff Persons, withetheir titles, who will carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable b! for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 Completion of Authorized Representative Statement (on form supplied by the CITY). 1.6 Completion of Statement of Accounting System (on form V supplied by the CITY). 0 1.7 CPA letter verifying the GRANTEE's Accounting System or current Audit Report (which verifies the GRANTEE's internal controls as adequate to safeguard the organization's assets). 1.8 Proof of Workers' Compensation Insurance. 1.9 GRANTEE's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of this Agreement. 1.11 Completion of staff salary schedule (on forms supplied by the CITY). 1.12 Copy of Current Management Services Agreement (when applicable). 1.13 Work Program (approved by the CITY). 1.14 Completion of GRANTEE'S Program/Line-Item Budget Expenditure Justification (on forms supplied by the CITY). 1.15 Completion of GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). 1.16 Job Description and Resumes for all positions funded in whole or in part under this Agreement. ARTICLE 11 TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1989, through December 31, 1989. e 2.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of Miami, Department of Community Development, (hereinafter the "DEPARTMENT") will act on behalf of the CITY in t'he fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 89--510 2.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grunt and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect.' • 2.4 OBLIGATION OF GRANTEE The GRANTEE shall carry out the services as prescribed in its Work Program (Attachment 1), which is attached and incorporated herein and made a part of tilts Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United States Secretary of Housing and Urban Development (HUD) and the City of Miami's Department of Community Development. 2.5 HBO WORK PROGRAM GRANTEE shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment I) which is attached and incorporated herein and made a part of this Agreement. ' 6 2.6 BUDGET SUMMARY AND LINE ITEM BUDGET JUSTIFICATION GRANTEE shall comply with its Program/Line-Item Budget Expepditure Justification (Attachment II) which is attached and incorporated herein and made a part of this,Agreement. 2.7 RETENTION OF RECORDS .i GRANTEE shall retain all financial records, supporting . rt; documents, statistical records, and all other records j pertinent to this Agreement for a period of three (3) years. A _' - 3- 89-51C" ru -- -L 4 5 S; The retention period starts from the date of. the ; submission of the final expenditure report. Records ; 'for non -expendable property acquired with funds under the Agreement shall be retained for a period of three (3) years after its final disposition. All records retained pursuant to this section shall be retained'' beyond the three (3) year period if audit findings have't;, not been resolved. tx y• 2.€3 BONDING AND INSURANCE j1 GRANTEE shall maintain insurance and bonding coverages +r acceptable to the CITY. Prior to commencing any activity under this Agreement, the GRANTEE shalls; furnish to the CITY certificates of insurance and $jr bonding indicating that the GRANTEE is in compliance 3I„i with the provisions of this article. F' GRANTEE shall provide the following coverages: a) Insurance coverage that reflects sound business`" practices acceptable to the CITY. kE:% b) Fidelity bonding for all persons handling funds F, a received or disbursed under this Agreement in an amount equal. to or greater than the maximum amount {:1 of cash held at any one time. F. CITY shall be a primary additional insured on all F insurance policies and there shall be no exclusions in such policies to override the C,ITY'S coverage. Compliance with the foregoing requirements shall not relieve the GRANTEE of its liability and - obligations under this section or under any other section of this Agreement. c) Current .liability insurance, naming the CITY as an :!t additional insured and rated by A.M. Best's as to �§ "A" Classification and a "V" as to financial size. • 89-510 z , `ij .9 LEVEL OF SERVICE . Should start-up time for a program be required or any 'delays in service occur, the Department of Community �} Development is to be notified in writing immediately,NOW a= '= giving all pertinent details and indicating when service will begin and/or continue. It is understood -- and agreed that the level of services, activities, and - expenditures by the GRANTEE, in existence prior to the - initiation of services hereunder, shalt be continued � and shall not be reduced in any way as a result of, this Agreement. Programs funded through this Agreement will- �_' not result in the displacement of employed workers,._ l .;� k. impair existing contracts for services, or result in 9 the substitution of funds allocated under tills 3 s Agreement for other funds in connection with work which '`a= would have been performed in the absence of this Agreement. q E_ 2.10 PURCHASING AND INVENTORY GRANTEE: shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany all requests for payment. All non -expendable property acquired for the program with CITY funds will revert to the CITY at the end of CITY':s funding of the Program (npn-expendable property being properties which will not be consumed or lose identity). GRANTEE shall be responsible to CITY for any damage or destruction to said property and shall reimburse CITY for such damage or destruction. GRANTEE. shall establish and maintain a property control system and shall be responsible for maintaining a current inventory on all capital items purchased with CITY funds. All capital expenditures over $50.00 must be approved by CITY prior to purchase. All items `1M�•��iy i�'' bJ �. r t S; r N purchased shall remain the property of the CITY. Property is to he inventoried semiannually and bubmitted to the CITY including a property record listing the description, model aerial number, date of acquisition, and cost. GRANTEE shall permit CITY staff access to the premises where property is kept for the purpose of monitoring inventory. GRANTEE. shall not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORITY PROCUREMENT COMPLIANCE CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sources received during the term of this Agreement, within 30 days of such change. Examples cif in -kind funds include free rent, labor, and office equipment. 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in writing, in 'a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be requested. r v GRANTEE shall prepare, in writing, in a format acceptable to CITY, any reports or documentation that may be required by Federal, State or Local Directives. At the request of CITY, GRANTEE will transmit to CITY written' statements of GRANTEE's official policy on specified issues relating to GRANTEE's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 The CITY reserves the right to conduct an audit after the expiration of this Agreement. e ARTICLE III 3.1 COMPENSATION a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to Article It J- hereof, $ 25,000.00 i= b) CITY shall have the right to review and audit the time records and related records of GRANTEE pertaining to any payments by CITY. _ 1,4 -MV :.� Aw- i .5 _ e 7fz 3.2 METHOD OF PAYMENT ' Upon execution of this Agreement and with a writtenjj}, rf_ request from GRANTEE, CITY shall advance 1/6th of the appropriated funds to GRANTEE. Thirty (30) days after �ql `! the final reimbursement of the fiscal year, GRANTEE �3 Z' must submit a final expenditure report verifying the 1, - expenditure of all funds reimbursed under this agreement. All payments shall be reimbursed for All,,- expenditures incurred only during the term of this + _ Agreement, and in compliance with the previously approved Program/Line-Item Budget Expenditure Justification. Such written request shall contain a �i statement declaring and affirming that all disbursement were made in accordance with the approved budget. All documentation in support of such request shall be a,# subject to approval by CITY at the time the request is made. All reimbursements must be in line -item form and Y be in accord with this Agreement. All expenditures must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and made , payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an sp invoice is paid by various funding sources, a copy of is the invoice may be subm'Itted but must indicate the k Y ;# exact amount paid by various funding sources equaling ; the total of the invoice. No miscellaneous categories 7 will be accepted as a line -item in the budget. Request for line -item changes, no more than two (2) per fiscal year are allowable, with prior review and approval by Al the CITY. All line -item changes must be made prior to May 30, 1990.`` tF 3.3 GENERATED REVENUES: r GRANTEE is required to generate revenues in the amount of eight thousand two hundred fifty dollars $8,250, by December 31, 1989, from approved revenue generating{; c u4m - a _ 89- 5 9 1i projects. These funds are to be used in lieu of an advance on the fiscal 1990-91 City contract. Funds —_ generated by grants (federal, state and local) will be considered generated revenues. Tn the event that GRANT99 fails to generate the above sentioned revenues by June 30, 1990. future contracts with the GRAMTBB will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 3.4 FINANCIAL ACCOUNTABILITY ■:r CITY.reserves the right to audit the records of GRANTEE at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT - TIMELY SUBMISSION Requests for payment shall be made on a monthly basis. Reimbursement requests for expe%ditures.incurred during the term of this Agreement.shall not be honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by the CITY within 30 days following the expiration date of this Agreement. -9- 0 j ft 3.6 RECAPTURE OF FUNDS CTTY�shall reserve the right to recapture funds when M the GRANTEE shall fail (t) to comply with the terms of this Agreement or (ii) to accept conditions imposed by CITY at. the direction of the federal, state,and local s agencies. 3.7 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment gr ® termination due to lack of funds or authorization, reduction of funds. and/or change in regulations. 3.8 SALARIES. FRINGE BENEFITS, JOB DESCRIPTIONS To' be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of Labor guidelines, a detailed statement of the personnel policies of GRANTEE.. These personnel policies are to include, but are not limited to, pay schedules, fringe benefits, resumes from staff, method used to compute vacations and ill time, working hours, office procedures, paid holidays, computation of wages, job descriptions to include qualifications for job, an affirmative action plan, an equal employment opportunity statement, disciplinary . procedures and methods, and format for ,and frequency of employees' evaluations. The CITY will not reimburse GRANTEES for family health care insurance premiums, nor will the CITY reimburse GRANTEES for employee retirement benefits. ARTICLE IV 4.1 PROJECT PUBLICITY GRANTEE shall abide by Affirmative action regulations In informing residents of the geographical area to be served hereunder and of the services to be offered by utilizing any available means for advertisement, as necessary for recruitment and outreach. All literature, advertising, publicity or promotion regarding GRANTEE's activities will be submitted to CITY for review and approval prior to release or distribution. No press conference will be scheduled without written notice to CITY. 4.2 NONDISCRIMINATION GRANTEE agrees that it shalt not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under this Agreement. 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 in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 11 4.3 CONFLICT OF INTEREST 6 a) . GRANTEE covenants that, no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial. interests, direct or indirect, with CITY. GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of GRANTEE or its employees, must be disclosed in writing to CITY. i` 4> b} GRANTEE, is Aware of the conflict of interest laws of. the City of Mien►i (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code E 0 Section 2-11.1), and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. 4.4 INDEMNIFICATION GRANTEE shall indemnify and save CITY harmless from and against any and all claims, liabilities, loosen, and causes of action which may arise out of GRANTEE'S activities under this Agreement, including all other actsor omissions to act on the part of GRANTEE, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with all applicable laws, s ordinances, and codes of federal, state and local governments. 4.6 AMENDMENTS e • No. amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 4.7 SUBCONTRACTS GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to 89-5-10 -12- the terms and conditions of this Agreement. Proper documentation in accordance with the DEPARTMENT and CITY guidelines and directives must be submitted to and approved by the DEPARTMENT prior to GRANTEE's execution of any subcontract. The advance notification process shall include the following: a) Identification of the sub -GRANTEE and services to be provided. b) The proposed subcontract, together with a complete and accurate breakdown of the price on a component -by -component basis, and all hid documents. c) Identification of the type of subcontract to be used. d) Summary of actions taken to select the sub - GRANTEE. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall become the property of CITY, i without restriction or liu►itation on its use. 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 document or thing which is 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. • 4.9 AWARD OF AGRF.FMENT GRANTEE warrants that it has not empinyed or retained any person employed by the CITY to solicit or secure this Agreement and that it han not offered to pay, paid, o,r 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. 4.10 NON-ORLEGABILITY The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE agrees and understands that CITY has no obligations to renew this Agreement. 4.13 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing to GRANTEE, who shall be paid for those services performed prior to the date of its receipt of' the notice of termination. In no case, v- however, will CITY pay GRANTEE an amount in excess of the total sum provided' by this Agreement.,th{'j :f. It is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE ahy sum whatsoever. 4.14 GENERAL CONDITIONS a) 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. CITY OF MIAMI GRANTEE Departmend of Community Martin Luther King Economic Development Development Corporation, Inc. 1145 N.W. llth Street 6116 N.W. 7th Avenue Miami, Florida 33136 Miami, Florida 33127 b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. c) In the event -of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents,° the terms in this Agreement shall control.. d) 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 i unless made in writing. e) Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be J determined b a court of competent { y p jurisdiction to E be invalid, illegal or otherwise unenforceable .15.. 89 51 ' � under the laws of the State of Florida 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 modifiable 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 in full force and effect. . 4.15 INDEPENDENT GRANTEE GRANTEE and its employees and agents shall be deemed to be independent GRANTEES 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 he deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal . representatives, successors, and assigns. r 4.17 DEFAULT PROVISIONS r • In the event that GRANTEE shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to GRANTEE, may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to GRANTEE by CITY while GRANTEE was in default of the provisions herein contained shall be forthwith returned to CITY. —16— '"" 10. ARTICLE V 5.1 GRANT99 CERTIFICATIONS GRANTEE certifies that: a) It possesses the -legal authority to enter into this Agreement by way of a resolution, motion. or similar action that has been duly adopted or passed as an official act of GRANT99 s governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the GRANTER to act in connectioq with the Agreement and to provide such additional information as may be required. b) It will comply with the provisions of the Hatch Act which limits the political activity of employees. c) No program under this Agreement shall involve political activities. d) It shall prohibit employees from using their positions for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. e) Participants or employees in the program pursuant to this Agreement will rw)t be -employed on the construction, operation, or maintenance of that part of any facility which is used for religious instruction or worship. f) Appropriate standards for health and safety in work and training situations will be maintained. g) Persons employed in public service jobs under this Agreement shall he paid wages which shall not he lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or MM -17- �9� 1O local minimum wage for the most nearly comparable covered employment, or (c) the prevailing rates of pay for persons employed to similar occupations by the same employer. h) It will comply with the Civil Rights Act as amended. i) It will comply with the requirements and standards of OMB Circular No. A-87, "Principles of Determining Coats Applicable' to Grants and Contracts with State, Local and Federally recognized Indian Tribal Governments"; OMB Circular No. A-128, "Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for GrantR and Cooperative Agreements to State and Local Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570.502 "Community Development Block Grant" Final Rule (Page J-3 and J-4) Federal Register, September h, 1988. j) It will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Title 29. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed• by the respective officials thereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal. Corporation of the State of Florida ATTEST: By *q>>. MATTY HIRAI CESAR H. ODIO CITY CLERK CITY MANAGER t, . }G` 1 ATTEST: CORPORATE S9CRETARY APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS: +- DIVISION OF RISK MANAGEMENT 5/89 /gjd 0. -19- CORPORATB RRSOLUTION W H 9 R B A S, MARTIN UMM KING D00K +'iIC DEMOPMEn ODRPORATICN desires to enter into an agreement with the City of Miami; and Whereas, the Board of Directors dt a duly held corporate meeting has considered the matter in accordance with the By —Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this day of �� _, 198_,__• BOARD OF DIRECTORS CHAIRPERSON EARL E. ALLEN, M.D. R } 9 L] CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, INC. �~ (NWHCDC) THIS AGREEMENT, entered into this day of , 19—, between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, INC. (NWHCDC) non-profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. 1.2 List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.3 List of Key Staff Persons, with their titles, who will A carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable for all persons who are authorized to receive and L disburse funds under this Agreement); current liability insurance, naming the CITY as an additional` insured._ 1.5 Completion of Authorized Representative Statement (onw' form supplied by the CITY).r 1.6 Completion of Statement of Accounting System (on form ra supplied by the CITY). `f`." 1.7 CPA letter verl.fying the GRANTEE'S Accounting; System or current Audit Report (which verifies the GRANTEE's Internal controls as adequate to safeguard the 4 :,5 r organization assets).-'^' 1.8,- Proof of. Workers' Compensation Insurance. 1.9 GRANTEE's Corporate Seal (to be affixed to Signatory Page, and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of. this Agreement. 1.11 Completion of staff salary schedule (on forms supplied .r by the CITY). 1.12 Copy of Current Management Services Agreement (when applicable). 1.13 Work Program (approved by the CITY). 1.14 Completion of GRANTEE'S Program/Line—Item Budget Expenditure Justification (on forms supplied by the CITY) . 1.15 Completion of. GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). 1.16 Job Description and Resumes for all positions funded +.= ,F in whole or in part under this Agreement. 2.1 2.2 ARTICLE II TIME OF PERFORMANCE The term of this Agreement shall be from July 1, 1989, through .Tune 30. 1990. � `A i CITY AUTHORIZATION For the purpose of. this Agreement, the City of Miami, Department of Community Development, (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the cat,;-; fiscal control, programmatic monitoring;, and modification of this Agreement, except as otherwise $- r; provided by this Agreement. fF�. k 'rt -2- 2.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating to said grant -- e and correctly sets forth the ri.ghtg, duties, and obligations of each to the other as of its datP_. Any t prior agreements, promises, negotiations, or .= representations not expressly set forth in this Agreement Fire of no force or effect. '- 2.4 OBLIGATION OF GRANTEE The GRANTEE shall carry out the services as prescribed in its Work Program (Attachment I), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United States Secretary of Housing and Urban Development (HUD) and the City of Miami's Department of Community Development. 2.5 MBO WORK PROGRAM - GRANTEE, shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment l) t which is attached and ip:corporated herein and made a part of this Agreement. 2.6 BUDGET SUMMARY AND LINE ITEM BUDGET .JUSTIFICA,rioN 4 5 4 t GRA14TEE shall comply with tts program/Line^Item Budget Expenditure Justification (Attachment II) which is attached and incorporated herein and made a part of this Agreement. sfi s �s 2.7 RETENTION OF RECORDS`' A GRANTEE shall retain all financial . records, supporting Fi documents, statistical records, and all other recordsTi fh_ 4 perttnent to this Agreement for a period of three (3) years. t i r , The retention period starts from the date of the submission of the final expenditure report. Records for non --expendable property acquired with funds under the Agreement shall be retained for a period of three (3) years after its final disposition. All records retained pursuant to this section shall be retained beyond the three (3) year period if audit findings have not been resolved. 2.8 BONDING AND INSURANCE GRANTEE shall maintain insurance and bonding, coverages acceptable to the CITY. Prior to commencing any activity under this Agreement, the GRANTEE sha1.1 furnish to the CITY certificates of insurance and bonding indicating that the GRANTEE is in compliance with the provisions of this article. GRANTEE shall provide the following coverages: a) Insurance coverage that reflects sound business practices acceptable to the CITY. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an rv,l • amount equal to or greater than the maximum amount of cash held at any one time. CITY shall he a primary additional insured on all Insurance poli.cies and there shall be no exclusions in such policies•.Co override the CITY'S coverage. Compliance with theforegoing requirements shalt not relieve the GRANTEE of its liability and obligations under this section or under any other section of this Agreement. c) Current liability insurance, naming the CITY as an additional insured and rated by A.M. ©est's as to "A" Classification and a "V" as to financial size. a i 89-510 ry 2.9 1,EV91, OF SERVICE Should start-up time for a program be required or Any delays in service occur, the Department of Community Development is to be notified in writing immediately, giving all pertinent details and indicating when service will begin and/or continue. It is understood` and agreed that the level of services, activities, and expenditures b the GRANTEE in existence P Y , prior to the Initiation of services hereunder, shall be continued and shall not be reduced in any way as 1 result of, this Agreement. Programs funded through this Agreement will 6i not result Ln the displacement of employed workers, impair existing contracts for services, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the .absence of this Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtain all 1`= supplies and equipment for use under this Agreement at C il'T = the lowest practical costs and shall solicit three (3) - bids for the purchase of capital equipment. The three (3) bids shall accompany .all requests for payment. AI! K non -expendable property acquired for the program with a CITY funds will revert to the CITY at the end of CITY's "v funding of the Program (non -expendable property being, =;e properties which will not be consumed or lose identity). GRANTEE. shall, be responsible to CITY for any damage or destruction to said property and shall reimburse CITY for such damage or destruction. GRANTER shall establish and maintain a property control systemh and shall be responsible far maintaining a current, �s inventory on all capital items purchased with CITY s, ? funds. All capital expenditures over $50.00 must he approved by CITY prior to purchase. At items } �m -5- f f;q } purchased shall remain the property of tite C]TY. Property ire to he inventoried semtinnit aIIy and submitted to the CITY including, a property record tinting the description, model serial number, date of acquisition, and cost. GRANTEE shall permit CITY staff access to the premises where property is kept for the purpose of monitoring inventory. GRANTEE shall not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORITY PROCUREMENT COMPLIANCE, CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shall comply with ail applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE Of FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sources received during the term of this Agreement, within 30 days of such change.-.Examplesa of in -kind funds include free rent, labor, and office equipment. 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, in writing, in a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE"s activities. GRANTEE shall submit to CITY such additional reports as may be requested. -6- s fir" AW :w<+r 89-51 '', d. GRANTEE shall prepare, in writing, in a format acceptable to CITY, any reports or documentation that may he required by Federal, State or Local Directives. At the request of CITY, GRANTEE will transmit to CITY written statements of GRANTEE's official policy on specified issues relating to GRANTEE's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE slial.l ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information eitlie r received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for tile CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to t111s Agreement are to be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must be included in staff salaries schedule form. 2.15 Tile CITY reserves the right to conduct an audit after the expiration of this Agreement. 6 � ARTICLE. III 3.1 COMPENSATION a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to Article II hereof, $ 50.000.00 b) CITY shall have the right to review and audit the time records and related records of GRANTEE. pertaining to any payments by CITY. �J1 89-510 }y 3.2 METHOO OF PAYMENT Upon execution of this Agreement and with a written request from GRANTEE, CITY shall advance 1/6th of the appropriated funds to GRANTEE. Thirty (30) days after the final reimbursement of the fiscal. year, GRANTEE must submit a final. expenditure report verifying the expenditure of all funds reimbursed under this; agreement. All payments shall be reimbursed for ;,- expenditures incurred only during the term of this ?Y= Agreement, and in compliance with the previously �k y- approved Program/Line-Item Budget Expenditure Justification. Such written request shall contain a statement declaring and affirming that all disbursement 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 v is made. All reimbursements must be in line -item form and ,. be in accord with this Agreement. All expenditures':_ must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and made # 5 3, payable to the specific vendor, copy of cancelled check Ai must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of e the invoice may be submitted but must indicate the exact amount paid by various funding .sources equaling the total of the invoice. Nomiscellaneouscategories will be accepted as a line -item in the budget. Request for tine -item changes, no more than two (2) per fiscal year are allowable with Y prior review and approval by the CITY. All line -Item changes must be made prior to May 30, 1990. ,Af i :. 3.3 GENERATED REVENUES:„ 1• .T GRANTEE is required to generate revenues in the amount+: of sixteen thousand five hundred dollars $16,500, by e s' June 30, 1990, from approved revenue PP generating -8- A i projects. These funds are to be used In lied of an advance on the fiscal 1990-91 City contract. Funds generated by grants (federal, state and local) will he M considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1990, future contracts with the GRANTER will not be negotiated or considered. GRANTEE must ia== submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure Justification. 3.4 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of GRANTEE at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT —TIMELY SU.BMISSION Requests for payment shall be made on a monthly basis. Reimbursement requests for expenditures incurred during the term of this Agreement shall not be honored unless received by CITY within 30 days after the end of month following the expenditure., Reimbursement requests for expenditures shall not be honored unless received by the CITY within 30 days following the expiration date of this Agreement. -9- 3 .6 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the GRANTER, shall fail (i) to comply with the terms of � this Agreement or (11) to _accept conditions Imposed by 39 CITY at the direction of the federalstate and locnl agencies. {, z 3.7 CONTINGENCY CLAUSE - • Funding fur this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment sir 5 termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. I 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eligible for reimbursement for- personal costs, GRANTEE shall submit to CITY in accordance with U.S. y - Department of Labor guidelines, a detailed statement of -= the personnel policies of GRANTEE. These personnel policies are to include, but are not limited to, pay is — schedules, fringe benefits, resumes from staff, method used to compute vacations and ill time, working hours, office procedures, paid holidays, computation of wages, job descriptions to incltAde qualifications for job, an ri;r affirmative action plan, an equn1 employment F • opportunity statement, disciplinary procedures and .t '.I • « methods, and format for and frequency of employees' evaluattonn. The CITY will not reimburse GRANTEES for family health care insurance premiums, no: will the CITY reimburse GRANTEES for employee retirement benefits.'��F, y r. �ifv_ -to_ i ARTICLE TV 4.1 PROJECT PUBLICITY GRANTEE shall abide by affirmative action regulatIons - In informing residents of the geographical area to be served hereunder and of the services to be offered by -_ utilizing any available means for advertisement, as — necessary for recruitment and outreach. A11 literature, advertising, publicity or promotion - regarding GRANTEE's activities will he submitted to a CITY for review and approval prior to release or distribution. No press conference will he scheduled =_ without written notice to CITY. e 4.2 NONDISCRIMINATION GRANTEE agrees that it shall not discriminate as to ;+ " a race, sex, color, creed, national origin, or handicap T in connection with Its performance under this Agreement. FURTHERMORE, that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, !r:� creed, national origin, or handicap, be excluded from the participation in, be denied benefits of, or be .:t•,;_ subjected to discrimination under any program or. - activity receiving federa.1 financial. assistance. #; Ly 4.3 CONFLICT OF INTEItEST•- a) GRANTEE covenants that no person tinder its employ Who presently exercises any functions or r responsibilities in connection with this Agreement E ha any personal financial interests, direct or t indirect, with CITY. GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of GRANTEE or Its employees, must be disclosed in writing to CITY. . b) GRANTEE is aware of the conflict of interest laws of the City of Miami (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 shall fully comply in all respects with the terms of said laws. 4.4 INDEMNIFICATION GRANTEE, shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of GRANTEE'S activities under tilts Agreement, including all other acts or omissions to act on the part of GRANTEE, including any person acting for or on its behalf; from and against any relevant orders, judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances, and codes of federal, state and local governments. 4.6 AMENDMENTS No amendments to this Agreement shall be binding on either party unless to writing and signed by both parties. GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services 1.P"1 covered by this Agreement shall be subcontracted max_ without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to, tb - the terms and conditions of this Agreement. Proper i 0 documentation in accordance with the DEPARTMENT and CITY guidelines and directives must be submitted to and approved by the DEPARTMENT prior to GRANTEE's execution v of any subcontract. The advance notification process shall include the following: a) Identification of the sub -GRANTEE and services to be provided. b) The proposed subcontract, together with a complete and accurate breakdown of the price on a component -by -component basis, and all hid documents. c) Identification of the type of subcontract to he used. � d) Summary of actions taken to select the sub - GRANTEE. Nothing contained herein shall create e any contractual relationship between CITY and ' any sub -GRANTEE working for GRANTEE. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. 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 document or thing which is given by CITY to e 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 r written consent of CITY. -13- _�" .�a3, 4.9 AWARD OF AGREEMENT GRANTEE warrants that it has not empinyed 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. 4.10 NON-OgLEGABILITY The nbllgations undertaken by the GRANTEE, pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE agrees and understands tkat CITY has no obligations to renew this Agreement. 4.13 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at any time prior to the ,completion of the services► required pursuant to this Agreement without penal.ty to CITY. In that event, notice of termination of this; Agreement shall be in writing to GRANTEE, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay GRANTEE. an Amount lit excess of the total sum provided by this Agreement. f; Y' Tt is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL CONDITIONS a) 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 a 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. CITY OF MIAMI Department of Community Development 1145 N.W. llth Street Miami, Florida 33136 b) c) d) e) GRANTEE,k New Washington Heights Community Development Conference, Inc. 1600 N.W. Third Avenue Miami, Florida 33127 Titl.e and paragraph headings are for convenient reference and are not a part of this Agreement. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other f1 provision hereof, and no waiver shall be effective] unless made in writing.'{', t eY 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`,; -15- under the laws of the State of Florida or the City of tit ami, 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 modifiable 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 in full force and effect. 4.15 INDEPENDENT GRANTEE GRANTEE and its employees and agents shall be deemed to be independent GRANTEES 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. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns.. 4.17 DEFAULT PROVISIONS In the event that GRANTEE shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to GRANTEE, may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to GRANTEE by CITY while GRANTEE was in default of the provisions herein contained shall be forthwith returned to CITY. ARTICLE V 5.i GRANT99 CERTIFICATIONS GRANTER certifies that: a) It possesses the legal authority to enter into this A Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed ns an official act of GRANTEE'- g overnin body, Y . its,H3 authorizing the execution of. the Agreement, including all understandings and assurances contained herein, and directing and authorizing the ' person identified as the official representative of the GRANTEE to act in connection with the Agreement and to provide such additional information as may be required. ►E' b) It will comply with the provisions of the Hatch Act which limits the political activity of employees. c) No program under this Agreement -hall involve political activities. d) It shall prohibit employees from using their `{ -y positions for a purpose that is or gives the appearance of being motivated by desire for private `r gain for themselves or others, particularly those with whom they have family, business, or other ties. L e) Participants or employees in the program pursuant 3 to this Agreement will not be+ employed on the construction, operation, or maintenance of that part of any facility which is used for religious t. instruction or worship. f) Appropriate standards for health and safety in work and training situations will be maintained. ;;gip g) Persons employed in public service jobs under this Agreement shall he paid wages which shall not be t lower than whichever is the highest of (a) the r s' minimum wage which would be applicable to the. employer under Federal standards, (b ) t h e State or _ -17- hr�= �; " local minimum wage for Cite most nearly cnmpArable covered employment. or (c) the prevailing rates of spay for persons employed in similar occupations by the some employer. h) It wi1.1 comply with the Ctv1.1 Rights Act as amended. 1) It will comply with the requirements and standards of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State, Local and Federally recognized Indian Tribal Governments": OMB Circular No. A-128, "Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local. Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570.502 "Community Development Block Grant" Final Rule (Page J-3 and J-4) Federal Register, September 6, 1988. j) It will comply with the Anti -Kickback Act, Title 18,- USC Section 874, and provisions of the Federal Labor Standards, Title 29. IN WITNESS WHEREOF. the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. ATTEST: MATTY HIRAI CITY CLERK 1 -18- CITY OF MIAMI, a municipal Corporation of the State of Florida ay CESAR H. ODIO CITY MANAGER ATTEST: GRANTEE: - - y 1 ex -X/; CO PORATF, SECRETARY RESIDENT APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY APPROVED AS TO INSURANCE. REQUIREMENTS: DIVISION OF RISK M :IIENT S/89 /gjd 0. e C79-510 0 CORPORATE RESOLUTION WHEREAS, New Washington Heights Community Development Conference, Inc, desires to enter into an agreement With the City of Miami; and . Whereas. the Board of Directors dt a duty held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are lie re by authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this loth day of May , lgg 9 . r4-'74422el�v—� BOARD OF DVRECTdRS-CHAIRPERS011 Ll C CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CBO) AGREEMENT SMALL. BUSINESS OPPORTUNITY CENTER, INC. (SBOC) THIS AGREEMENT, entered into this day of MAY , 19 89 between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and SMALL BUSINESS OPPORTUNITY CENTER, INC. (SBOC) non-profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15T11) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. 1.2 V List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone numbers). 1.3 V'Ltst of Key Staff Persons, with their titles, who will carry out this program. e 1.4 Copy of GRANTEE's current Fidelity Bond (applicable V for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional 1 insured. 1.5 Completion of Authorized Representative Statement (on i form supplied by the CITY). 1.6 Completion of Statement of Accounting System (on form supplied by the CITY). 89-510 1.7 CPA letter verifying the i:IiANTBls's Accounting Systt1m s or current Audit Report (which vertftes the GRANTEE'S internal controls as adequate. t0 safegunrd the orgAnization's assets). 1.8V% Proof of Workers' Compensation Tnsurance. 1.9 ,/GRANTEE's Corporate Seal (to be affixed to Signntory Page. and Corporate Resolution). 1.10 Corporate Resolution authorizing execution 4f this Agreement. _e 1.11 Completion of staff salary schedule (on forms supplied by the CITY). 1.12 Copy of Current Management Services Agreement (when applicable). 1.13V'Work Program (approved by the CITY). _ 1.14 Completion of GRANTEE'S Program/Line—Item Budget . Expenditure Justification (on forms supplied by the CITY). 1.15 Completion of GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). 1.16 Job Descriptton and Resumes for all positions funded in whole or in part under this Agreement. ARTTCL9 It 2.1 TIMU" OF PERFORMANCE «' The term of this Agreement shall be from July 1, 1989, . through .lime 30. 1990. 2.2 CITY AUTHORIZATION For the purpose of this Agreement, the City of i4jami., Department of Community Development, (hereinafter tile.. "0EPARTMENT") will act on behalf, of the CITY in the fincai control, programmatic monitoring, and modification of thia Agreement, except as otherwise provided by this Agreement. 2 . 3 ENTIRE AGR EEMEN'r This instrument and its attachments constitute the only Agreement of the parties hereto relating, to said grant • and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set Barth in this Agreement are of no force or effect. 2.4 0BI.IGA'r1ON OF GRANTEE The GRANTEE shall carry out the services ns prescrihed in its Work Program (Attachment 1), which is attached and incorporated herein and made a part of this Agreement, in a lawful, and proper manner, satisfactory to the CZ'rY, in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, as set forth by the United States Secretary a of Housing and Urban Development (11UD) and the City of Miami's Department of Community Development. 2.5 HBO WORK PROGRAM GRANTEE shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment I) which is attached and incorporated herein and made a part of thts Agreement. • 2.6 BUDGET SUMMARY Atli) LINE ITEM BUDGET JUSTIFICATION -pKp L GRANTEE shall comply with its Program/Line-Item Budget Expenditure Justification (Attachment I ) which is attached and incorporated herein and made a part of. this Agreement. -t 2.7 RETENTION OF RECORDS GRANTEE shall retain all financial records, supporting document a, statistical records, and all other records pertinent to this Agreement for a period of three (3) years. -3- 0 REM MET s 1 s® The retentInn period starts from the date of the subiatssion of the final expenditure report. Records for non --expendable property acquired with funds under the Agreement shall be retained for a period of three (3) yearN after its final disposition. All recordq retained pursuant to this section shall be retained beyond the three (3) year period if audtt findings have not been resolved. 2.8 BONDING AND INSURANCE GRANTEE shall maintain insurance and bonding; coverages acceptable to the CITY. Prior to commencing any activity under this Agree(nent, the GRANTEE shall furnish to tIte CITY certificates of insurance and bonding indicating that the GRANTEE is in compliance with the provisions of this article. GRANTEE shall provide the following coverages: a) insurance coverage that reflects sound business practices acceptable to the CITY. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than the maximum amount of cash held at any one time. CITY shall be a prilpary additional insured on all insurance policies and there shall be no exclusions in such policies .to override tile+CITY'S coverage. Compliance with the foregoing requirements shall not relieves ttie GRANTEE of its liability and obligations under this section or under any other section of this Agreement. c) Current liability insurance, naming the CITY as flu additional insured and rated by A.M. Best's as to "A" Claasification and is "V" as to finaneiai size. 89--51 0 A 2.9 I,EVFI. OF SUMVICE Should start-up time for a program be required or Any delays in service occur, the Department of Community Development is to be notified in writing immediately. giving; a I I pertinent details and indicating when service will begin and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the initiation of services hereunder, shall be continued and shall not be reduced in any tray as a result of this Agreement. Programs funded through this Agreement will not result in the displacement of employed workers, impair existing contracts for services, or result in t1)e substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtatn all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany -all requests for payment. All non -expendable property acquired for the program with CITY funds will revert to the %vrY at the end of CITY's funding of the Program (non -expendable property being properties which will not be consumed or lose identity). GRANTEE: shall be responsible to CITY for any damage or destruction to said property and shall reimburse CITY for such damage or destruction. GRANTEE, shall establish and maintain a property control system } and shall be responsible for maintatning a current inventory on all capital items purchased with CITY ?� funds. All capital expenditures over $50.00 must be approved by CITY prior to purchase. All items x 12 purchased shall remain the property of the CITY. Property i.s to he inventoried semiannually and submitted to the CITY including n property record listing the description, model serial number, date of acquisition, and cost. GRANTEE shall permit CITY staff access to the premises where property is kept for the purpose of monitoring inventory. GRANTEE, shall not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.11 MINORITY PROCUREMENT COMPLTANCE CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount *of funds through -program income or the sources received during the term of this Agreement, within 30 4 ' days of such change. Examples of in -kind funds include free rent, labor, and office equipment. 2.13 REPORTS, AUDITS, AND EVALUATIONS GRANTEE will transmit to CITY, In writing, in a format acceptable to CITY, monthly reports regarding current activity and the progress of the GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be requested. GRANTEE shall preparein writing, in a Format acceptable to CITY, any reports or documentation that may be required by Federal, State or Local. Directives. At the request of CITY, GRANTEE will. transmit to CITY written statements of GRANTEE's official policy on specified lashes relating to GRANTEE's activtties. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY on a monthly basis or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, tttIe, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must he included in staff salaries schedule form. 2.15 The CITY reserves the rij*ht to conduct an audit after the expiration of this Agreement. ARTICLE I1I 3.1 COMPENSATION a) CITY shali pay GRANTEE, as maximum compensation for the services required pursuant to Article II hereof. $ 50,000.00 b) CITY shall have the right to review and audit the time records and related records of GRANTEE pertaining to any payments by CITY. •' —7— r 3.2 METHOD OF PAYMENT Upon execution of this Agreement and with a written request from GRANTEE,, CITY shall advance 1/6th of the appropriated funds to GRANTEN. Thirty (30) days after the final reimbursement of the fiscal year, GRANTEE must 9uhmit a fi.nel expenditure report verifying the expenditure of a1.1 funds reimbursed under this Agreement. A11 payments shall be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/Line-Item Budget Expenditure Justification. Such written request shall contain a statement declaring and affirming tl►at all disbursement 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. All reimbursements must he in line -item form and be. in accord with this Agreement. All expenditures must be verified by original invoice, and a copy of the unnegotiated check, properly signed, dated and made payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No•misceltaneous categories will be accepted as a Line' -item in the budget. Request for line -item clianges, no more than two (2) per fiscal year are allowable, with prior review and approval by the CITY. All line -item changes must he made prior to May 30, 1 990. 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of sixteen thousand five hundred dollars $16,500, by June 30, 1990, from approved revenue generating . C projects. These funds are to be used in lieu of an � advance on the fiscai 1990-91 City contract. Funds generated by grants (federal, state and local) will be �r considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenues by June 30, 1990, future contracts with the GRANTER = will not be negotiated or considered. GRANTEE must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-item Budget Expenditure Justification. 3.4 FINANCIAL ACCOUNTABILITY CITY reserves the right to Audit the records of. GRANTER at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included In the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT --rIMELY S1Y,33MISSION Requests for payment shall be made on a monthly basis. 4 Reimbursement requests for expenditures incurred during the term of. this Agreement shall not be honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by the CITY within 30 days following the expiration date of this Agreement. -9- a :r 11At 3.6 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the GRANTEE, shalt fait (i) to 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. 3.7 CONTINGENCY CLAUSE Funding f.ur this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to Amendment or termination • due to lack of funds or authorization, reduction of funds. and/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of Labor guidelines, a detailed statement of the personnel policies of GRANTEE. These personnel policies are to include, but are not limited to, pay schedules, fringe benefits, resumes from staff, method used to compute vacations and 1.1.1 time, working hours, office procedures, paid holidays, computation of wages, job descriptions to include qualificattons for ,job, an affirmative action plan, an equal employment opportunity statement, disciplinary procedureq and metlioda, and format for ' and frequency of employees' evaluations. The CITY will not reimburse GRANTEES for family liealth care insurance premiums, nor will the CI`i'Y reimburse GRANTEES for employee retirement benefits. -10- ARTICLE IV 4.1 PROJECT P(IRI.tCITY GRANTEE shall abide by affirmative action regulations In informing realdents of the geographical area to he served hereunder and of the services to be offered by utilizing any available means for advertisement, as necessary for recruitment and outreach. Ail literature, advertising„ publicity or promotion regarding GRANTEF's activities will he submitted to CITY for review and approval prior to rel.eaae or distribution. No press conference will be scheduled without written notice to CITY. 4.2 NONDISCRIMINATION GRANTEE agrees that it shall not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under this Agreement. 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 in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal+. financial assistance. d • d • 4.3 CONFLICT OF INTEREST a) GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. GRANTEE further covenants Chat, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of GRANTEE or its employees, must be disclosed I writing to CITY. b} GRANTEE is aware of the conflict of interest laws of the City of Miami. (City of Miami Code Chapter 2, Article V), Dade County PIortda (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects • with the terms of said laws. 4.4 INDEMNIFICATION GRANTEE shall indemnify and save CITY harmless from and against any and all claims, liabilities, Iussea, and causes of action which may arise out of GRANTEVR activities under this Agreement, including all other • actA or omissions to act on the part of GRANTEE, including any person acting for or on its behalf; from and against any relevant orders, _judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. 4.5 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances, and codes of federal, state and local governments, 4.6 AMENDMENTS ° • No amendments to this Agreement shall be binding on either party unless in writifig and signed by both parties. 4.7 SUBCONTRACTS GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to =_ -12-- 0 the terms and conditions of this Agreement. Proper documentation in accordance with the DEPARTMENT and CITY guidelines and directives must be submitted to and approved by the DEPARTMENT prior to GRANTEE's execution of any subcontract. The advance nottfication process shall include the following: a) Identification of the sub -GRANTEE and services to be provided. b) The proposed subcontract, together with a complete and accurate breakdown of the price on a component -by -component basis, and all hid documents. c) Identification of the type of subcontract to he used. d) Summary of actions taken to select the sub - GRANTEE.. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE,. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall become the property of CITY, without restriction or limitation on its use. GRANTEE agrees that all documents manintatned 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 document or thing which is given by CiPY 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. ;;. _13_ . 4.9 AWARD OF AGREEMFNT 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. 4.10 NON-DFLEGABILITY The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE. agrees and understands tKat CITY has no obligations to renew this Agreement. 4 4.13 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at any tine prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In.that event, notice of termination of this Agreement shall be in writing to GRANTEE, who shall. be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay GRANTEE an amount in excess of the to4al sum provided by this Agreement, — j 4 89--531+ It Is hereby understood by and between CITY and GRANTEE 1 that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. If GRANTEE i Is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL. CONDITIONS a) 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 ® s 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 a or the date of actual receipt, whichever is WN earlier. _ CITY OF MIAMI GRANTEE -- Department of Community Small Business Opportunity — - Development Center, Inc. _ — t145 N.W. 11th Street 1417 West Flagler Street Miami, Florida 33136 Miami, Florida 33135 _ e b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. c) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. d) No waiver or breach of any provision of this Agreement shall co►istitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. e) 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 -15- 89-51, M under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be .seemed modified to Lite extent necessary in order to conform with such laws, or if not modifiable 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 in full force and effect. 4.15 INDEPENDENT GRANTEE GRANTEE and its employees and agents shall be deemed to be independent GRANTEES 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 he deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns.. 4.17 DEFAULT PROVISIONS a ' P In the event that GRANTEE shall fail to comply with each and every term and condition of. this Agreement or fails to perform any of Lite terms rind conditions contained herein, then CITY, at its sole option, upon written notice to GRANTEE, may cancel and terminate _ this Agreement, and all payments, advances, or other compensation paid to GRANTEE by CITY while GRANTER was in default of the provisions herein contained shall be forthwith returned to CITY. 89-510, —16— i A ARTICLR V Si 5.1 GRAN'rN.l; C_ERTHTCATIONS CRANTEN, certifies that, _-- 1 a) it possesses tl►e legal authority to enter into this Agreement by way of 1) resolution, mGt101►, or similar action that has been duly adopted or passed = as an official act of CRANTEE's governing body, ' authorizing the execution of. the Agreement, Including all understandings and assurances contained herein, and directing and authorizing Lite ;= am person identified as the official representative of. O the GRANTEE to act in connection with the Agreement _ and to provide such additional information as may be required. 1� b) It will comply with the provisions of the (latch Act _ which limits the political activity of employees. Maw- 1111 c) No program under tl►if; Agreement shall involve political activities. d) It shall prohibit employees from using their positions for a purpose that is or gives the appearance of being motivated by desire for private pain for themselves or others, particularly those with whom they have family, business, or other ties. e) Participants or elployees in Lite program pursuant S to this Agreement will not be employed on the construction, operation, or maintenance of that part of any facility whicl► is used for religious instruction or worship,. f) Appropriate standards for health and safety in work and training situations will be maintained. { g) Persons employed in public service jobs under this Agreement shall he paid waives which shall not he lower than whichever is Lite highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or C)" Jr" local minimum waive For ti►e most nearly comparable covered employment, or (c) trite prevailing raters of pay Fur persons employed in similar occupasttons by the same employer. h) It will comply witl► the Civil Rights Act as amended. i) It will comply with the requirements and atandnrds of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants and Contracts with State. Local and Federally recognized Indian Tribal Governments"; OMB Circular No. A-128, "Audits of State and Local Governments" (ianplemented at 24 CFR Part 44); OMB Circular No. A-122 "Cost Principles for Non -Profit Organizations, with Sections of .24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local. Governments, and witli attachments to OMB Circular No. A-110 listed at 24 CFR Part 570..502 "Community. Development Block Grant" Final Rule (Page 3-3 and J-4) Federal Register, September 6, 1988. j) It will comply with ti►e Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal. Labor Standards, Titlt 29. e IN WITNESS WHEREOF,. the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on tine first date above written. CITY Of MIAMI, a municipal • Corporation of. the State of Florida ATTEST: By NATTY 11IRAI CESAR 11. ODIO ti CITY CLERK CITY MANAGER -18- ATTEST: GRANTEE: 0 ® i 'CORPORATE S .CRETARY PttE. Ct) T (AFFIX SEAL) - APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY s APPROVED AS TO INSURANCE REQUIREMENTS: DIVISION OF RISK MANAGEMENT 5/89 /g.id _ r = e - T - 1 19- 0 0 CORPORAT9 RESOLUTION 0 WHEREAS. SMALL BUSINESS OPPORTUNITY CENTER, INC. desires to enter into an agreement with the City of Miami; and Whereas, the Board of Directors dt a duly field corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this 9th day of MAY , 1989 ARD OF ECTORS CHAIRPERSON 0//11 � r ECRETARY ' 1 (`AFFIX SEAL) n0 CITY OF MIAMI, FLORIDA COMMUNITY BASED ORGANIZATION (CRO) AGREEMENT ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, INC. (SJCDC) THIS AGREEMENT, entered into this day of , 19 , between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, INC. (SJCDC) non— profit corporation fully organized and existing by virtue of the laws of the State of Florida, (hereinafter referred to as the "GRANTEE"). FUNDING SOURCE: FIFTEENTH (15TH) YEAR COMMUNITY DSVELOPMENT BLOCK GRANT FUND NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I As a necessary part of this Agreement, the GRANTEE shall provide the CITY with the following: 1.1 Copy of GRANTEE's Articles of Incorporation, Charter and Bylaws. 1.2' List of Present Principal Governing Board Officers and Members of the Board (names, addresses and telephone a numbers). 1.3 List of Key Staff Persons, with their. titles, who will carry out this program. 1.4 Copy of GRANTEE's current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); current liability insurance, naming the CITY as an additional insured. 1.5 Completion of Authorized Representative Statement (on form supplied by the CITY). 1.6 Completion of Statement of Accounting System (on form supplied by the CITY). 0 1.7 CPA letter verifying the GRANTE11's Accounting; System or current Audit Report (which verifies the GRANTEE's - Internal controls as adequate to eafeg;uard the organizati.on's assets). 1.8 Proof of Workers' Compensation Insurance. 1.9 GRANTEF,'s Corporate Seai (to be affixed to Signatory Page. and Corporate Resolution). 1.10 Corporate Resolution authorizing execution of this Agreement. 1.11 Completion of staff salary schedule (on forms supplied by the CITY). 1.12 Copy of Current Management Services Agreement (when applicable). 1.13 Work Program (approved by the CITY). 1.14 Completion of GRANTEE'S Program/Line-Item Budget Expenditure Justification (on forms supplied by the CITY). 1.15 Completion of. GRANTEE'S Total Actual and Projected Funds Disclosure (on forms supplied by the CITY). - 1.16 Job Description and Resumes for al positions funded in whole or in part under this Agreement. ARTTCLF, II 2.1 TIME OF PERFORMANCE dF The term of this Agreement steal 1. be froin July 1, 1989, through June 30. 1990. 6 + 2.2 CITY ^AUTHORIZATION For the purpose of. this Agreement, the City of Miami, 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. —2— 12 2.3 ENTtRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto relating, to said grant and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in th[9 Agreement are of no force or effect. 2.4 OBLIGATION OF GRANTEE The GRANTEE shall carry out the services as prescribed in its.Work Program (Attachment 1), which is attached and incorpurated herein and made a part of this Agreement, In a lawful, and proper manner, satisfactory to the CITY, in accordance with the written policies, procedures, and requirements as prescribed to this Agreement, as set forth by the United States Secretary of Housing and Urban Development (1111D) and the City of Miami's Department of Community Development. 2.5 HBO WORK PROGRAM GRANTEE' shall comply with its obligations as described in its Management By Objectives (MBOs) (Attachment 1) which Is attached and incorporated herein and made .a part of this Agreement. e 2.6 BUDGET SUMMARY AND LINE ITEM BUDGET JUS'T'IHICATION GRANTEE shall comply with its Program/Line-Item Budget Expenditure Justification (Attachment 11) which In attached and incorporated herein and made a part of this Agreement. 2.7 RETENTION OF RECORDS_ GRANTEE shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Agreement for a period of three (3) years. 0 - 3 - 89--51C is The retention period starts from the date of the submission of the final expenditure report. Records for non• -expendable property acquired with fundn under the Agreement shall be retained for a period of three (3) years after its final disposition. All records retained pursuant to this section shall be retained beyond the three (3) year period if audit findinRR have not been resolved. 2.8 AONDTNG AND INSURANCE, GRANTEE shall maintain insurance rnd bonding coverages ' acceptable tc, the CITY. Prior to commencing any activity under this Agreement, the GRANTEE shall furnish to the CITY certificates of insurance and bonding indicating, that the GRANTEE is in compliance with the provisions of this article. GRANTEE shall provide the following coverages: a) insurance coverage that reflects sound business practices acceptable to the CITY. b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in ;in amount equal. to or greater than the maximum amount of cash held at any one ttme. CITY shall be a primary additional insured on all insurance poltcies and there shall be no exclusions c in such policies to override the CITY'S coverage. rx P. Compliance with the foregoing requirements steal) not relieve the GRANTEE of its liability and . obligations under this section or under any other section of this Agreement. c) Current liability insurance, naming the CITY as an additional insured and rated by A.M. nest's as to "A" Classification and a "V" as to financial stxe. -4 - . 2.9 LEVEL OF SERVICE Should start-up time for a program be required or nny delays in service occur, the Department of Community Development is to be not I.fled in writing immediately. giving all pertinent details and indicating when service will begin and/or continue. it is understood and agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the initiation of services hereunder, shall he continued and shall not be reduced in any way as a result of this Agreement. Programs funded through this Agreement will not result liy the displacement of employed workers, Impair existing, contracts for services, or result in the substitution Hof funds allocated under tlils Agreement fnr other funds in connection with work which would have been performed In the absence of this Agreement. 2.10 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three (3) - bids for the purchase of capital equipment. The three (3) bids shall accompany all requests for payment. All 6 non —expendable p property acquired for the program with Guy funds will revert to the &CTTY at' the end of Curva funding of the Program (non —expendable property being properties which will not he consumed or lose j Identity). GRANTEE shall be responsible to CITY for any damage or destruction to said property and shall reimburse CITY for such damage or destruction. GRANTEE shal.l establish and maintain a property control system and shall be responsible for maintaining a current inventory on all capital items purchased with CITY funds. All capital expenditures over $50.00 must be approved by CITY prior to purchase. All items purchased ghal.l remain tl►e property of the CITY. Property is to he inventoried semiannually and submitted to the CITY including n property record listing the description, model serial number, date of acquisition, and cost. GRANTEE sl►nll permit CITY staff access to the premises where property is kept for the purpose of monitoring inventory. GRANTEE shall. not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without recetving prior written approval of. tl►e City Manager. 2.11 MINORITY •PROCURWEN'r COMPLIANCE CLAUSE GRANTEE acknowledges that it has been furnished n copy of Ordinance No. 10536, the Minority Procurement Ordinance of the City of Miami, and sl►all comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.12 DISCLOSURE OF FUNDS GRANTEE shall disclose all sources (public or private) and amounts of funds reflecting the total budget whether they be real or in -kind at the commencement of the Agreement period, as well as any changes in the amount of funds through program income or the sources received during; the term of this Agreement, within 30 e days of such change. Examples of In -kind funds include free rent, labor, and office equipment. 2.t3 REPORTS, AUDITS, AND EVALUATIONS GRANTEE*will transmit to CITY, in wrtting, in a format acceptable to CITY, monthly reports regarding current activity and the progress of tl►e GRANTEE's activities. GRANTEE shall submit to CITY such additional reports as may be requested. ® 1 GRANTEE re1)nre, in writing in n ff)rmat acceptable to CITY, any report,, or documentation that may he required by Federal, State or Local i)irectives. At the request of CITY, GRANTEE willtransmit to CTTY written statements of GRANTEE's officiat policy on specified issues relating, to GRANTEE's activities. CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff; GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received• by the CITY. on a monthly basis or obtained through monitoring and evaluation by the CITY, I shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. 2.14 All persons employed and paid pursuant to this Agreement are to be listed by name, tttIe, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources and information must he included in staff salaries schedule form. 2.15 The CITY reserves the right to conduct an audit after the expiration of this Agreement. ARTICLE. III 3.1 COMPENSA'r[ON a) CITY shall pay GRANTEE, as maximum compensation for the services required pursuant to Article It hereof, $ 50.000.00 b) CITY shall have the right to review and audit the time records and related records of GRANTEE pertaining to any payments by CITY. ■ -7 - 12 3.2 METHOD OF PAYMENT 1 Upon execution of this Agreement and with a written request from GRANTEE, CITY shall advance 1/6th of the appropriated funds to GRANTEE. Thirty (30) days after the final reimbursement of the Fiscal year, GRANTEE must submit a final. expenditure report verifying the expenditure of a1.1 funds reimbursed under this agreement. All payments shall be reimbursed for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Program/Line-Item Budget Expenditure Justification. PSuch written request shall contain a statement declaring and affirming, that all disbursement were made in accordance with the npproved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made. All reimbursements must be in line -item form and be in accord with this Agreement. All expenditures must be verified by original invoice, and a copy of the unnegotlated check, properly signed, dated and made payable to the specific vendor, copy of cancelled check must be submitted within 60 days. In the event that an invoice is paid by various funding sources, a copy of the invoice may be aubrp,itted but must indicate the exact amount paid by various funding sources equaling e the total. of the invoice. No miscellaneous categrorteY twill be accepted as a line -item in the budget. Request for line -item changes, no more than two (2) per fiscal year are allowable, with prior review and approval by the CITY. All line -item changes must he made prior to May 30,1990_ 3.3 GENERATED REVENUES: GRANTEE is required to generate revenues in the amount of sixteen thousand five hundred dollars $16,500, by June 30. 1990, from approved revenue generating -8- AWL projects. These funds are to be used in lieu of an advance on the fiscal 1990-91 City contract. funds generated by grants (federal, state and local) wilt he considered generated revenues. In the event that GRANTEE fails to generate the above mentioned revenuers by June 30, 1990, future contracts with the GRANTEE will not be negotiated or considered. GRANTER must submit proper documentation supporting the expenditure of such program generated funds as per the Program/Line-Item Budget Expenditure .Justification. 3.4 FINANCIAL ACCOUNTABi1.ITY CITY reserves the right to audit the records of GRANTEF at any time during the performance of this Agreement and for a period of three years after final payment Is made under this Agreement. Any payment theretofore made shall be subject to reduction for amounts included In the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 3.5 REIMBURSEMENT - TIMELY SUOBMISSION Requests for payment shall be made on a monthly basis. e Reimbursement requests for expenditures incurred during the term of this Agreement shall not be honored unless received by CITY within 30 days after the end of month following the expenditure. Reimbursement requests for expenditures shall not be honored unless received by L the CITY. within 30 days following the expiration date of this Agreement. -- - 9- 04, 3.6 RECAPTURE OF FUNDS CTTY shall reserve the right to recapture funds when the GRANTEE, shall fail (i) to comply with the terms of this Agreement or (it) to accept conditions imposed by CITY at the direction of the federal, state and loenl agencies. 3.7 CONTING NCY CLAUSE. Funding fA)r this Agreement is contingent on the availability of funds and continued authorisation for program activities -and is subject to amendment or termination duo► to lack of funds or authorisation, reduction of funds. and/or change in regulations. 3.8 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eligible for reimbursement for personal costs, GRANTEE shall submit to CITY in accordance with U.S. Department of Labor guidelines, a detailed statement of the personnel policies of GRANTEE. These personnel policies are to include, but are not limited to, pay schedules, fringe benefits, resumes from staff, method m used to compute vacations and il.l time, working hours, office procedures, paid holidays, computation of wages, job descriptions to include qualifications for ,job, an e affirmative action plan, an equal employment i e ° opportunity statement, disciplinary procedures and methods, and format for and frequency of employees' evaluations. The CITY will not reimburse GRANTERS for family health care insurance premiums, nor will the CITY reimburse GRANTEES for employee retirement benefits. _ 10- AR'rICLE 1V 4.1 PROJECT PURLICLTY GRANTEE shall abide by affirmative action regulations In informing residents of the geographical area to be nerved hereunder and of the services to be offered by utilizing any nvailable means for advertisement, Ila necessary for recruitment and outreach. A11 literature, advertising, publictty or promotion regarding GRANTEE's activities will be submitted to CITY for review and approval prior to release or distribution. Nr) press conference will be acItedu1.ed without written notice to CITY. 4.2 NONDISCRIMINATION GRANTEE agrees that it shall not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under tiel.a Agreement. 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 in, be denied benefits of, or be subjected to diacrtin ination under any program or activity receiving federal financial assistance. 4.3 CONFLICT or INTUMEsT a} GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement Ilaa any personal financial interests, direct or inditect, with CITY. GRANTEE further covenants that, I. it the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of GRANTEE or its employees, must be disclosed in writing to CITY. -11- • Y Alft h b) GRANTEE is aware of the conflict of interest laws of the City of Miami (City of titami Code Chapter 2, Article V), Dade County Florida (Dade County Code r` Section 2-11.1) and the State of F1.orldA, and j agrees that it shall fully comply in all respects with the terms of said laws. 4.4 1NDEMNIFICAT10N GRANTEE'ishall indemnify and save CITY harmless from and against any and all claims, liabilities, Iona en, and a causes of action which may arise out of GRANTEE's activities undet this Agreement, including all other acts or omissions to act on the part of GRANTEE, O including any person acting for or on its behalf. from and against any relevant orders, judgements, or decrees which may be entered against CITY; and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense of any such claims —�i" or in the investigation thereof. .5 4.5 CWIPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Cloth parties shall comply with all applicable laws, ordinances, and codes of federal, state and local governments. 4.6 AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 4.7 SUBCONTRACTS GRANTED agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work or services subcontracted hereunder shall be subject to 89-510 1' - the terms and conditions of this Agreement. rroper documentation in accordance with the DEPARTMENT and CITY guidelines and directives must he submitted to and approved by the DEPARTMENT prior to GRANTEE'S execution of any subcontract. The advance notification process shall include the following;: n) Identification of the sub -GRANTEE and services to he provided. b) The proposed subcontract, together with a complete and accurate breakdown of the priee on a component -by -component basis, and all hid . documetnts. c) Identification of the type of subcontract to he used. ' d) Summary of actions taken to select the sub - GRANTEE. Nothing contained herein shall create any contractual relationship between CITY and any sub -GRANTEE working for GRANTEE;. 4.8 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY by said GRANTEE upon completion of the services required pursuant to this Agreement and shall bd'come the property of CITY, without restriction or limitation on it9 use. GRANTEE agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and GRANTEE sliall 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 document or thing which is 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. 3- 89-510 4.9 AWARD OF AGREEMENT GRANTEE warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that 1.t hac not offered to pay, paid, or agreed to pay any person Pmployed by the CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 4.10 NON-DELEGARILITY The obligations undertaken by the GRANTEE, pursuant to this Agreement shall not he delegated or assigned to any other person or firm unless CITY shall first j s convent in writing to the performance or assignment of such services or any part thereof by another person or firm. 4.11 CONSTRUCTION OF AGREEMENT This Agreement nhalI be construed and enforced according to the laws of the State of Florida. 4.12 OBLIGATION TO RENEW Upon expiration of the term of this Agreement. GRANTEE agrees and understands tltat CITY I►as no obligations to renew this Ag reemeint. 4.13 'r1;RHINA'r1ON OF CONTRACT CITY retains the right to terminate this Agreement it any tune prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of thin Agreement shall be in writing to GRANTEE, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no vnse, however, will CITY pay GRANT9P. an amount in excess of the total sum provided by this Agreement. -14- W It is hereby understood by and between CITY and GRANTEE that any payment made in accordance with this Section to GRANTEE shall be made only if said GRANTEE 1.9 not in default under the terms of. this Agreement. If GRANTEE, is in default, then CITY shall in no way be obligated and shall not pay to GRANTEE any sum whatsoever. 4.14 GENERAL CONDITIONS a) 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 regisgered maii'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. CITY OF MIAMI GRANTEE Department of Community St. John Community Development Development Corporation, Inc. 1145 N.W. 11th Street 1324 N.W. Third Avenue Miami, Florida 33136 Miami, Florida 33133 b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. M c) In the event of conflict between the terms of this Agreement and any terms oC conditions contained in any attached documents, the terms in this Agreement shall control. d) 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. e) 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 -15- 89-51 EA 50 cinder Lite laws of the State of Ftoridn 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 modifiable 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 to full force and effect. 4.15 INDEPENDENT GRANTEE GRANTED: and itstemployees and agents shall be deemed to be independent GRANTEES and not agents or employees of. s 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 he deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. 4.16 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. , 4.17 DEFAULT PROVISIONS In the event that GRANTEE shall fait to comply with each and every term and condition of this Agreement or f C fails to perform any of the terms and condittons contained herein, then CITY, at its sole option. upon written notice to GRANTEE. may cancel. and terminate this Agreement, and all payments, advances, or other = compensation paid to GRANTEE by CITY while GRANT99 was in default of the provisions herein contained shall be forthwith returned to CITY, —16— ARTICLE V 5.1 GRANTI.N CERTIFICATIONS GRANTEE certifies that; a) It possesses the legal authority to enter into this Agreement by way of a resotutton, motion, or similar action that has been duly adopted or panned as an official act of GRANTEE's governing body, authorizing, the execution of. the Agreement, including all understandings and ansurancen contained herein, and directing and authorizing the person identified as the official representative of the G1tANTEE to act in connection with the Agreement and to provide such additional information as may be required. b) It will comply with the provisions of the llatcli Act which 11mit4 the political activity of employees. c) No program under this Agreement shall involve political acttvitteR. d) It shall prohibit employees From using their positions for a purpose that Is or given the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. e) Participants or employees in the program pursuant to this Agreement will not be employed on the construction, operation, or maintenance of that part of any facility which Is used for religious instruction or worship. f) Appropriate standards for health and safety in work and training nituattons will be maintnined. g) Peraons employed in public service jobs under thin Agreement shall he paid wages which shall not be lower than whichever is the highest of (a) the minimum wage which would be applicable to the employer under Federal standards, (b) the State or localminlmum wale For the moRt. ne"nrly comparable covered employment. or (c) the prevailing rates of pay for persons employed in similar occupations by the same employer. = h) It will comply with the Civil Rights Art as .' amended. i i) It will comply with the requirements and standards a of OMB Circular No. A-87, "Principles of Determining Costs Applicable to Grants And Contracts with State, Local and Federally recogni.zed Indian Tribal Governments"; OMB Circular No. A-128, �Audits of State and Local Governments" (implemented at 24 CFR Part 44); OMB Circular No. EM " A-122 "Cost Principles for Non -Profit Organizations, with Sections of 24 CFR Part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local • Governments, and with attachments to OMB Circular No. A-110 listed at 24 CFR Part 570.502 "Community I' Development Block Grant" Final Rule (Page J-3 and J-4) Federal Register, September 6, 1988. It will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Title 29. e IN WITNESS WHEREOF, the parties hereto have caused this instrument to 1)e executed by the respective 0fftr_ia19 thereunto duly authorized on the first date above written. q A•rTKS'r: GRANTEE: C? PORATZ SECRETARY By i U. P HE J APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS DIVISION OF RISK MANAGEMENT 5/89 /gjd i� rfiy I 6 (AFFIX SEAL) 1W CORPORATE RESOLUTION W14EREAS ST. JOIN COMMUNITY DEVELOPMENT CORPORATION desires to enter into an agreement with the City of Miami, and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the President and Secretary are hereby authorized and instructed to enter Into a contract in the name and on behalf of ,this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution Is attached. DATED .this IOTH i (i Secretary day of MAY , 1989. f J �Gllt,� xx . '4� Vice President, Board of Directors ZR y CITY OF MIAMI, FLORIDACA=24 INTER -OFFICE MEMORANDUM = qY 3 1s89 Honorable Mayor and Members M1�f{ ro: of the City Commission GATE: V FILE Agreement with Community suaJEcr: Based Organizations for Fiscal Year 1989-1990 r FROM : Cesar H. Od i o REFERENCES: o City Manager ENCLOSURES: Mm RECOMMENDATION: It is respectfully recommended that the City' Commission adopt the attached Resolution authorizing the City Manager to execute individual contracts with twelve (12) neighborhood economic development organizations, for the fiscal year 1989-1990 contract period to be funded from Fifteenth (15th) Year Community Development Block Grant Funds. BACKGROUND: The Department of Community Development (DCD) has analyzed the need to enter into contract with twelve (12) economic development Community Based Organizations (CBOs) for fiscal year 1989-1990 beginning July 1, 1989 through June 30, 1990. I The Community Based Organizations (CBOs) have been the City's primary outreach vehicle to assist the different communities in developing their economic development programs and/or projects. 1 The City's objective in funding the CBOs is to provide an opportunity for neighborhood economic oriented groups to coordinate the City's economic development efforts at the neighborhood level. This involves promoting the redevelopment and revitalization of Commercial/Industria.l activity in targeted low and moderate income neighborhoods and thereby stimulate investment activities. The CBOs also provide neighborhood outreach services to the local business community. These services include, but are not limited to, the formation and/or strengthening of a merchants association; business recruitment, target area promotion, referral service to other federal and county programs that are aimed at economic revitalization, and business retention assistance and/or opportunities. Honorable Mayor and Members of the City Commission Page 2 During the last contract period, the CBOs received Community Development Corporation (CDC) training and project assistance. Several CBOs also participated in the Citywide Commercial Facade Program to provide exterior facade improvements to businesses within the eight neighborhood target areas. Based on contract performance, periodic monitoring and previous evaluation, it is recommended that the following CBOs be funded for the contract period and the amounts specified: CONTRACT CBO AMOUNT PERIOD 1. Allapattah Business Development, Inc. $50,000 1 Year 2. Coconut Grove Local Development 50,000 1 Year Corporation, Inc. 3. Downtown Miami Business Association, Inc. 50,000 A Year. 4. Greater Biscayne Boulevard Chamber 25,000 6-Months of Commerce, Inc. 5. Greater Miami United, Inc. 95,000 1 Year n 6. Haitian Task Force, Inc. 50,000 1 Year 7. Little Havana Development Authority, Inc. 50,000 1 Year 8. Martin Luther King Economic Development 25,000 6 Months Corporation, Inc. 9. New Washington Heights Community 50,000 1 Year Development Conference, Inc. 10. Small Business Opportunity Center, Inc. 50,000 1 Year 11. St. John Local Development 50,000 1 Year Corporation, Inc. 12. Wynwood Community Economic Development 25,000 6 Months Corporation, Inc. Funding of the above organizations is subject to approval of each work program by the U.S. Department of Housing (HUD) to assure = compliance with federal mandated guidelines. s /EJ d raj-