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HomeMy WebLinkAboutR-87-0034OK P J87-42 1/6/86 RESOLUTION NO. 8 7 3 4 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXTEND THE TERMS OF AN AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED BETWEEN THE CITY OF MIAMI AND MIAMI CAPITAL DEVELOPMENT, INC. (MCDI) WHICH EXTENDED AGREEMENT PROVIDES $500,000 IN FUNDS FOR THE AGENCY'S EXISTING REVOLVING LOAN FUND (RLF) PROGRAM AND FURTHER PROVIDES FOR AN ADDITIONAL $90,000 FOR THE ADMINISTRATIVE OPERATIONS OF MCDI FOR THE PERIOD OF JULY 1, 1986 TO JUNE 30, 1987 FROM WHICH SUM THE. AMOUNT OF $17,167 IS ACKNOWLEDGED AS ALREADY HAVING BEEN DISBURSED WITH ALL OF THE MONIES PROVIDED HEREIN BEING ALLOCATED FROM THE TWELFTH (12TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS. WHEREAS, the City Commission is committed to economic development and the expansion of trade and commerce; and WHEREAS, in the past, the City Commission has approved contracts with Miami Capital Development, Inc. for one hundred and twenty thousand dollars ($120,000) in administrative funds and an additional five hundred thousand dollars ($500,000) for the established Revolving Loan Fund; and WHEREAS, on April 22, 1986, the City Commission approved Resolution No. 86-296 and Appropriation Ordinance No. 10112 which provided for allocation to Miami Capital Development, Inc. of five hundred thousand dollars ($500,000) in funds for its Revolving Loan Fund and for one hundred and twenty thousand dollars ($120,000) in funds for the administration of MCDI operations from the Twelfth (12th) Year Community Development Block Grant Program; and WHEREAS, Resolution No. 86-695 allocated thirty thousand dollars ($30,000) to be used for funding Miami Capital Development, Inc.'s administrative operations for an interim period of three (3) months; and CITY COMMISSION MEETING OF JAN S 1987 :SOLUTION No. 8 7 -3 4 0 0 WHEREAS, Resolution No. 86-996 adopted December 11, 1986 authorized payment in the amount of $17,167 as the cost of an audit of Miami Capital Development, Inc.'s loan portfolio, with payment being made from the Twelfth (12th) Year administrative allocation; and WHEREAS, it is in the best interest of. the City that MCDI's Revolving Loan Fund activities should continue for the purpose of economic development; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to extend in a form acceptable to the City Attorney, the existing contract with Miami Capital Development, Inc. which extended agreement provides five hundred thousand dollars ($500,000) for the Revolving Loan Fund and which also provides for one hundred and twenty thousand dollars ($120,000) 1 for the administrative operations of MCDI for the period of July 1, 1986 to June 30, 1987. Section 2. The sum of $500,000 is hereby allocated from the Twelfth (12th) Year Community Development Block Grant Program Funds to provide funding for MCDI's Twelfth Year Revolving Fund Program. Section 3. The amount of $90,000 2 is hereby allocated from the Twelfth (12th) Year Community Development Block Grant Program (CDBG) Funds to cover the cost of Miami Capital Development, Inc.'s administrative operations for the period of July 1, 1986 to June 30, 1987. 1The sum of $30,000 has been previously allocated by Resolution No. 86-695, adopted September 11, 1986. 2Included in this amount is the sum of $17,167 which has been disbursed for the cost of an audit of Miami Capital Development, Inc.'s loan portfolio. -z- Q7-34 0 Ok PASSED AND ADOPTED this 8th day of January 1987. XAVIER L. SUAREPK, MAYOR ATTEST: MATT Y HIRAI, CITY CLERK PREPARED AND APPROVED BY: .Je4a• ROBERT F. CLARK CHIEF DEPUTY CITY ATTORNEY APPROVED A AO FORM AND CORRECTNESS: LUCIA A. DOUGHERTY CITY ATTORNEY e AGREEMENT CITY OF MIAMI, FLORIDA AND MIAMI CAPITAL DEVELOPMENT, INC. THIS AGREEMENT, dated the .day of, 1985, entered into by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as the "CITY", and Miami Capital Development, Inc., hereinafter referred to as "CONTRACTOR", a State of Florida non-profit corporation. RECITAL The "CITY", by virtue of legislative authority, shall receive funds from the U.S. Department of Housing and Urban Development (Community Development -Block Grant). which together with other funds designated from time to time, will be entrusted to it to manage and control pursuant to objectives set out and approved by the "CITY", for the use of such funds. The CITY shall provide funds to CONTRACTOR for a Revolving Loan Fund and administrative expenses as set forth herein. In consideration of the exchange of co%ranants and other good and valuable considerations hereinafter set forth, the parties hereto agree as follows: REPRESENTATION AND TERMS 1.1. REPRESENTATIONS: The "CONTRACTOR", has presented to the "CITY", a separate manual entitled "MIAMI CAPITAL DEVELOPMENT, INC.", a written copy of which is marked as Attachment No. I to this Agreement and is hereby incorporated in and made a part hereof. The contents of which shall be deemed representations made by the "CONTRACTOR" to the "CITY". There shall be no changes made by the "CONTRACTOR" in its corporate Charter and By -Laws, without approval by• the "CITY", during the term of this Agreement. 07-34 1.2. TERM: This Agreement shall continue for the term of one (1) year, commencing July 1, 1985 and ending June 30, 1986. 1.3 AUTOMATIC RENEWAL PROVISIONS: If the CONTRACTOR is in good standing, not in default under the terms of this Agreement, then the Agreement shall be renewable for an additional one (1) year period unless the CITY gives notice to the CONTRACTOR that it will not seek renewal, thirty (30) days prior to the expiration of the original term. ARTICLE II DUTIES 2.1 PERFORMANCE: Performance of its duties, after the fact, by the CONTRACTOR, as required under the terms of this Agreement shall be reported to the CITY, as hereinafter provided in this Agreement, in such manner. as may be determined necessary by the City Manager or City Commission. In the absence of any specific direction to render reports to any of its separate departments by the CITY, the CONTRACTOR shall render its reports to the City Manager. 2.2 OBLIGATION OF CONTRACTOR: The CONTRACTOR shall: A. Perform its duties, pursuant to "Guidelines for the Revolving Loan Fund", a written copy of which is marked as Attachment No. II hereby incorporated in and made a part hereof. Said duties shall be performed in a awful, satisfactory and proper manner, in accordance wi. t11 the written policies and procedures, it:::] requirements as prescribed in this Agreement. B. Pursuant to the approved "Guidelines for the Revolving Loan Fund", administer the $1,800,000 in the Community Development Block Grant Revolving Loan Fund (CD/RLF) and the $960,000 in the Housing and Urban Development (Discretionary Funds) Revolving Loan Fund (HUD/RLF). —2— 87-34 N P C. Submit an administrative budget to the CITY. Said budget shall be in a form acceptable to the CITY and it shall detail the expenditures deemed necessary for administration by the CONTRACTOR, to include the funds provided by the CITY'for the CD/RLF as well as any and all other funds previously or subsequently received by the CONTRACTOR. 2.3 OBLIGATION OF CITY: IThe CITY shall: A. Provide $500,000.00 in additional funds for the CD/RLF; B. Provide Administrative funds in the amount of $176,204 to be approved simultaneously with the execution of this Agreement as itemized and set out in the administrative budget submitted by the CONTRACTOR to the CITY. Additional sums to cover excess administrative expenses CONTRACTOR from interest shall be obtained by the income collected by the CONTRACTOR for the account of the CITY, to complete the funding sources of the sums to be delivered over to the CONTRACTOR by the CITY. 2.4 SCOPE OF SERVICES - CONTRACT MODIFICATION: The CITY or CONTRACTOR may, from time to time, request changes in the "Scope of Services", a written copy of which is marked as Attachment No. III to this Agreement and is hereby incorporated in and made a part hereof. Such services shall be performed by the CONTRACTOR. Any changes, including any increase or decrease in the amount of compensation payable by the CITY to the CONTRACTOR as provided herein, shall be set out in writing and signed by both parties. The CITY has designated its City Manager as an authorized signature for the execution of any change authorized by either the City Manager or by the City Commission. -3- e7-34 2.5 NON-DELEGABILITY: It is understood and agreed that the obligations undertaken by the CONTRACTOR pursuant to this Agreement shall not be sub -contracted out to be performed by any other person or firm unless the CITY shall first consent in writing to the performance of such duties or any part thereof by another person or firm. 2.6 COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Both parties shall comply with all applicable laws, ordinances, and codes of Federal, State and Local governments. Specifically, the CONTRACTOR shall comply with the Housing and Community Development Acts of 174 and 177, Section 10 with Executive Order 11246 and 11063; and with Section 3 of the Housing and Urban Development Act of 168 (Section 570, 303). 2.7 SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties herein, its legal representatives, successors and assigns. =1 ARTICLE III LOAN PROGRAM 3.1 ADMINISTRATION OF LOAN PROGRAM: In administering the Loan Program, pursuant to the "Guidelines for the Revolving Loan Fund", the CONTRACTOR agrees to the following covenants and conditions: (1) To implement the "Guidelines for the Revolving Loan Fund", that are attached and hereby incorporated and made a part of this Agreement. In implementing these guidelines, it is understood that only businesses within the prescribed community development target areas of the City of Miami limits, will be eligible to receive loans under this contract from 'C be Revolving Loan Fund. (2) To establish a Work -Out Policy to formulate policies pertaining to past due loans. Such policy shall encompass the establishment of collection, extension and foreclosure procedures for defaulted loans. I -4- ARTICLE IV BUDGET 4.1 BUDGET SUMMARY: The total CONTRACTOR's 2-$�Administrative Budget Summary is marked as "Attachment IV", a written copy of which is attached and is hereby incorporated in and made a part hereof. 4.2 METHOD OF FUNDING: (1) Revolving Loan Fund: The CONTRACTOR shall drawdown loan funds, when there is a scheduled loan closing. Requests for drawdowns shall be submitted not less than ten (10) working days before the scheduled date of loan closings in order to assure that the funds are available. If for any reason, the loan closing does not occur, the CONTRACTOR shall return to the CITY the exact amount of the advanced drawdown within ten (10) working days. (2) Administrative Expense: The CITY shall reimburse the CONTRACTOR funds necessary to acquire and pay for specific line -item 'I A If r „v administrative costs, set out in its _ udget. CONTRACTOR shall provide the CITY with invoices, copies of cancelled checks, or any other proof of administrative expense. Such requests shall contain a statement declaring and affirming that all disbursements were made in accordance with the approved budget. Invoices submitted in support of such request shall have been paid by the CONTRACTOR prior to submission. E:va ry request for funds, must be in line item form and shall be in accord with the Agreement. Budget line -item changes, shall be approved, unless objected to by the CITY within thirty (30) days after date of such request. Advance payments may be requested by the CONTRACTOR, however, the CITY will reject any request, which is not contained in the -5- 87-34 i M_ r1i approved budget. The CITY may, but it has no duty to grant such request, if it determines that prior payment for such item is unnecessary to fulfill the intent and purpose of this Agreement. 4.3 FINANCIAL ACCOUNTABILITY:" The CONTRACTOR shall have its administrative records audited annually by any auditor on the CITY's approved list of I; Auditors, during the performance of this Agreement. The i costs of such audit is to be withheld out of budgeted, administrative funds for payment by the CITY. Each payment made by the CONTRACTOR, shall be subject to reduction for amounts included in any related drawdown of administrative funding, which are found by the CITY, on the basis of such audit, not to constitute allowable costs. Any payment may be reduced for overpayments, or increased for underpayments on presenting invoices or vouchers. 4.4 RETENTION OF RECORDS: The CONTRACTOR 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 starts from the date of the submission of the final expenditure report. Records for norepxpendable property acquired with funds loaned to the CONTRACTOR under the Agreement, shall be retained as permanent records. 4.5 COMPENSATION - TIMELY SUBMISSION: The CONTRACTOR shall submit to the CITY its request for 0 compensation and other funds required by it as set out in the approved Administrative Budget Summary for its administrative expenses on a monthly basis. Requests for funds required by the CONTRACTOR, during the life of this Agreement, shall not be honored unless received by the CITY within forty-five (45) days following the expiration date of this Agreement. The CITY shall deliver approved funds to the CONTRACTOR within seven (7) working days after receipt - 6- 87-34 r. - of the "Request for Funding package," setting out each approved budget item, for which funding is requested. 4.6 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONSt To be eligible for reimbursement for administrative expenses, the CONTRACTOR* represents that it shall maintain those policies described in Attachment No. II, which are in accordance with the Department of Labor guidelines. The provisions of the Intergovernmental Act of 170 (Public Law 1-648 effective January 5, 171). No change shall be made in its personal policies during the term of this Agreement without the consent and approval of the CITY. 4.7 BONDING AND INSURANCE: The CONTRACTOR shall maintain during the term of this Agreement, the insurance and bonds specified below: a) Insurance coverages should reflect sound business practices as determined by the Risk Management Division of the City of ` Miami. b) Prior to the disbursement of funds to the CONTRACTOR, the CITY shall receive evidence that all persons handling funds received or disbursed under this Agreement are covered by Fidelity Insurance in an amount consistent with sound fiscal practice, as determined by the Risk Management Division of the City of. Miami. r c) The CONTRACTOR shall furnish certificates of insurance and bonding to the CITY prior to commencing any activity under the Agreement. Said ' certificates shall clearly indicate the CONTRACTOR is in strict compliance with provision of this Article. d) Compliance with the foregoing requirements shall not relieve the CONTRACTOR of its liability and obligations under this Section or under any portion of this Agreement. 4.8 REPORTS AND EVALUATIONS: The CONTRACTOR shall submit to the CITY such reports as may be required by the Secretary of Treasury and/or the Secretary of Labor and/or Departments of Community Development along with reports, as required, by the CITY of all loans closed. I - 7- 4 87"3 I The reports that the CONTRACTOR will transmit to the CITY, in writing, shall include: (a) Monthly Loan Portfolio Status Report and (b) Monthly Past Due Loan Report. These reports shall be due within thirty (30) days following the appropriate period. The CONTRACTOR shall prepare, retain and permit the CITY, in conjunction with Federal and State officials, to inspect as it deems necessary for grant purposes, records that may be relevant to Federal and State grants or directives, (i.e. EDA, HUD/RLF, and CD/RLF). At the request of the CITY, CONTRACTOR shall transmit to the CITY written statements of CONTRACTOR's official policy on specified issues relating to i the CONTRACTOR's activities. Any material discrepancies, incomplete or inadequate information, either received on a monthly basis or through monitoring and evaluation, will give the CITY just and legal cause to terminate this Agreement, at any time thereafter, as hereinafter provided in Section 7.6. ARTICLE V GENERAL CONDITIONS 5.1 PROJECT PUBLICITY: The CONTRACTOR must abide by affirmative action regulations, in informing residents of the geographical area to be served hereunder, of the services to be offered by utilizinq any available means for advertisement, as necessary fo r recruitment and outreach. The CITY shall receive copies of all literature, advertising, publicity and promotional material that is developed by the CONTRACTOR. 5.2 EQUAL OPPORTUNITY: The CONTRACTOR agrees that there shall be no discrimination against any employee or person served on account of race, color, sex, religious creed, ancestry, handicap or national origin, in its performance of this Agreement; and it is expressly understood that upon the receipt of evidence of -8- 87-34 such dimvrimination, the CITY shall have the right to terminate this Agreement. 5.3 CONFLICT OF INTEREST: No official or employee of the CONTRACTOR may be permitted to receive any benefits arising out of this Agreement to own or acquire any interest in any property, contract or proposed contract pertaining thereto. If any such person presently or in the future acquires, owns or controls any such share, benefit, or personal interest, he shall immediately disclose such interest to the CITY and other appropriate agencies. Upon such disclosure, such person shall not continue his participation, unless it is determined by the CITY and/or other appropriate agency that his participation is not contrary to the public interest. The CONTRACTOR will comply with all Federal, State and local conflict of interest laws and requirements. 5.4 INDEMNIFICATION: The CONTRACTOR shall indemnify and save the CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONTRACTOR's activities under this Agreement, including all other acts or omissions to act on the part of the CONTRACTOR or any of them, including any person acting for, or on his behalf or their behalf, and from and against any orders, judgments, or decrees, which may be entered and, from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the i nve-�Ligation thereof. In addition, the CONTRACTOR shall hold the CITY harmless and shall indemnify the CITY for funds which the CITY is obligated to refund the Federal Government arising out of the conduct of activities and administration of the Agreement. r, rIAO�J;/ - 9- 07-34 5.5 DISCLOSURE OF FUNDS: The CONTRACTOR shall disclose all sources (public and private) and amounts of funds reflecting the total Administrative Budget whether they be real, or in kind, at the commencement of the contract period, as well as any changes, in the amount of funds through program income or other sources received during the term of this Agreement, within thirty (30) days of such changes. Examples of in kind funds, to include free rent, labor, office equipment, etc. 5.6 PURCHASING AND INVENTORY: The CITY will provide funds, in accordance with and limited by the approved Administrative Budget to purchase supplies and equipment necessary for the performance of its duties under this Agreement. The CONTRACTOR shall purchase such supplies and equipment, at the lowest practicable cost. Three (3) bids shall be obtained for the purchase of capital equipment, which shall accompany all requests for payment by the CONTRACTOR who agrees to pursue the procurement of sources available to it to the extent applicable to all Federal, State and local laws. Noror xpendable property is defined as properties, which will not be consumed or lose identity. The CONTRACTOR shall establish and maintain a property contro; system and shall be responsible for maintaining a current inventory on all capital items purchased with CITY funds. It should be clearly understood that all Capital Expenditures over $300.00, must be approved by the CITY prior to purchase and this will include listinr, on a property record the description, model serial numbeir, date of acquisition and cost. Such property shall be inventoried annually and an inventory report submitted to the CITY. The CONTRACTOR shall not dispose of real or personal property purchased with CITY funds through sale, use, loan or relocation without the written permission of the CITY. i _i -10-%" To the extent that, the CITY shall provide the CONTRACTOR, funds for purchase of such non -expendable items, then by these presents, the CONTRACTOR shall pledge to the CITY such property as collateral for the performance of its duties under this Agreement. This shall be a continuinq pledge'for the period that this Agreement remains in force and effect. The CONTRACTOR shall be subject to and comply with the CITY's then current Minority Procurement Program. The CONTRACTOR, in the procurement of supplies, equipment, construction or service to implement this project, shall make a positive effort to utilize small business and minority owned business sources of supplies and services, and provide these sources the maximum feasible opportunity to compete for contracts to be performed pursuant to this Agreement. To the maximum extent feasible, these small business and minority owned business sources shall be located in or owned by residents of the Community Development Target Area(s) designated by the CITY in the Community Development Grant application approved by the U.S. Department of Housing and Urban Development. 5.7 FINAL EXPENDITURE REPORT: A final budgetary report shall be submitted to the CITY within sixty (60) days after the expiration of the contract period. This report should reflect actual expenditures, by line -items, versus proposed expenditures submitted at the beginning of the contract year. All persons employed and paid pursuant to this Agreement should be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources. 5.8 OWNERSHIP OF DOCUMENTS: All documents developed by CONTRACTOR under this Agreement, shall, on the termination of this Agreement, be delivered to -11- 87-34 "' the CITY by said CONTRACTOR, upon completion of the work and shall then become the property of the CITY, without restriction or limitation on their use. CONTRACTOR agrees that it shall submit itself to all provisions of the Public Records Laws, Chapter 11, Florida Statutes and that it shall hold and store all of its records, documents, and reports, in compliance therewith. It is further understood by and between the parties, that any information, documents or any other matter whatsoever which is given by the CITY to the CONTRACTOR, pursuant to this Agreement, shall at all times remain the property of the CITY and shall not be used by the CONTRACTOR for any other purposes whatsoever without the written consent of the CITY. 5. AWARD OF AGREEMENT: The CONTRACTOR warrants that it has not employed or retained any company or persons to solicit or secure this Agreement and that it has not offered to pay, or paid, or agreed to pay, any person or company any fee, commission, percentage, brokerage fee, or gifts of any kind, contingent upon or resulting from the award of making this Agreement. The CONTRACTOR is aware of the conflict of interest laws of the CITY (Miami City Code Chapter ?., Article V), Dade i County, Florida (Dade County Code, Section 2-11.1), and the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws. ARTICLE VI GENERAL ASSURANCES AND CERTIFICATIONS 6.1 THE CONTRACTOR ASSURES AND CERTIFIES THAT: (1) It possesses legal authority to enter into this Agreement; a resolution, motion or similar action has been duly adopted or passed as an official act of the CONTRACTOR's governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person r -12- 87-34 r; identified as the official representative of the CONTRACTOR, to act in connection with this Agreement and to provide such additional information as may be required. (2) It shall comply with Title VI of the Civil Rights Act of 164, LP.L. 88-352 78 STAT 241), and in accordance with Title VI of the Act, no person in the United States shall on the grounds of race, color, sex, handicap, national origin, political affiliation or beliefs, (Section 703 [1) and 712). be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the CONTRACTOR receives Federal financial assistance and the CONTRACTOR will immediately take any measures necessary to effectuate this assurance. (3) It shall comply with the provisions of the Hatch Act, which limits the political activity of employees. (4) It shall comply with the requirement that no program under this Agreement shall involve political activities (Section 710). (5) It shall establish safeguards to 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. (Section 702[a) ). (6) Participants or employees in the program funded pursuant to this Agreement, shall not be employed on the construction, operation or maintenance of that part of any facility, which is used for religious instruction or worship. (Section 703 [3)). (7) Appropriate standards for health and safety in work and training situations shall be maintained. (Section 703 [51). (8) Persons employed in public service jobs under this Agreement shall be paid wages, which shall not be lower than whichever is the highest of (i) the minimum wage which should be applicable to the employer under the Fair Labor Standard Act of 138, if Section 6 (a) (1) of such title applies to the participant and if he were not exempt under Section 13, thereof; (ii) the State or local minimum wage for the most nearly comparable covered employment, or (iii) the prevailinq rates of pay for persons employed in similar public occupations by the same employer. (Section 208 [ a) [2) ) () It shall comply with the regulations and requirements of the Department of Management and Budget Circular A-102, "Uniform Administration Requirements for Grants -in -Aid to State and Local Governments" and Federal Management Circular 74-41 "Principals for Determining Costs Applicable to Grants and Contracts with State and Local Governments." -13- 87-34 6.2 OPPORTUNITIES FOR SMALL AND MINORITY BUSINESSES The CONTRACTOR shall make a positive effort to utilize small business and minority owned business sources of supplies and services, and provide these sources the maximum feasible opportunity to compete for opportunities to be performed pursuant to this Agreement. To the maximum extent feasible, these small business and minority owned business sources shall be located in or owned by residents of the Community Development Target Area(s) designated by the City of Miami in the Community Development Grant Application approved by the U.S. Department of Housing and Urban Development. 6.3 CITIZEN PARTICIPATION: The CONTRACTOR shall cooperate with the Office of Community Development in informing the appropriate Community Development Citizen Participation Structure(s), including the appropriate Target Area Committee(s) of the activities of the CONTRACTOR in carrying out the provisions of this Agreement. 6.4 ANTI -KICKBACK PROVISION: The CONTRACTOR shall comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of Federal Labor Standards, Title 2. ARTICLE VII FUNDING METHOD 7.1 TOTAL FUNDING FOR REVOLVING LOAN FUND: The total additional aggregate funding for the Community Development Block Grant Revolving Loan Fund provided by CITY to CONTRACTOR pursuant to this Agreement shall not exceed the maximum sum of $500,000.00. The CONTRACTOR further agrees that it shall not expend these funds as administrative expenses. 7.2 RECAPTURE OF FUNDS: The CITY reserves the right to direct the CONTRACTOR in the transfer of all funds and assets should the CONTRACTOR default in the performance of its covenants as provided in this Agreement or refuse to accept conditions imposed by the -14- 87_34 r a CITY, or by the U.S. Department of Housing and Urban Development, as provided in Section 7.4. 7.3 TITLE TO ASSETS: Funds delivered under this Agreement to the CONTRACTOR for the purposes set forth in this Agreement, shall be used solely for such purposes. 7.4 DEFAULT PROVISIONS: 1) Funds may be withheld by the CITY for any of the following reasons: a) If the CONTRACTOR makes any misrepresentations of any material fact in any of its periodic reports. b) If there is litigation pending with respect to the performance of the CONTRACTOR, which adversely affects the operation of the CONTRACTOR. c) If the CONTRACTOR is in breach of any of the provisions of its Agreement with the CITY. d ) If reports as required by the CITY have not been submitted within the time required, or reasonable cause shown for such delay. e) Failure, for any reason, of the CONTRACTOR, to perform its duties under this Agreement, including substantial non-compliance with the approved Work Program and attached conditions, the budget and such directives such as may become generally applicable at any time; submission by the CONTRACTOR to the CITY, of reports that are substantially incorrect in any material aspect and ineffective or improper use of funds provided under this Agreement. (2) Upon dissolution of the of the CONTRACTOR, or a termination of this Agreement, all mortgages held by the CONTRACTOR shall be transferred to the CITY, in a form deemed appropriate by the CITY, together with all sums, collected and not otherwise satisfactorily accountable. ARTICLE VIII 8.1 TERMINATION CLAUSE: Either party by giving written notice specifying the effective date (which shall not be less than thirty (30) days of the date of receipt of such written notice), may r -15 -- 87-34 r terminate this Agreement. Provided, however, that in the event the CITY gives the CONTRACTOR, notice of termination, prior to the expiration date of this Agreement, the CONTRACTOR shall have the right to be heard at a public hearing, to be conducted by the City Commission. Termination shall not be effective unless and until a Resolution is duly adopted by the Commission to terminate this Agreement. The CONTRACTOR shall be allowed the opportunity to object and to be heard at the public hearing conducted by the City Commission to any plan to terminate this Agreement with the CONTRACTOR. After adoption by the City Commission of any Resolution terminating this + Agreement, the CONTRACTOR shall immediately, upon demand by the CITY, cease and terminate any and all activities including, but not limited to, divesting itself and any subsidiaries, of specific assets and/or projects. And upon demand of the CITY the CONTRACTOR shall deliver any and all accumulations thereon to the CITY or its designee to become the sole property of the CITY or its designee. 8.2 AVAILABILITY OF FEDERAL FUNDS: All the obligations under this Agreement shall be contingent upon the availability of Federal funds and in the event that those funds are withdrawn or reduced, this Agreement shall be modified, so as to reflect the changes in the availability of funds. In the event, that the Agreement must be terminated due to the unavailability of Federal Funds, the CONTRACTOR shall be entitled only. to recover the actual amount of administrative expenses incurred up to the date o,: which in no event shall exceed the amount allocated for administrative costs under this Agreement. ARTICLE IX 9.1 GENERAL PROVISIONS: (1) The parties hereto agree that this Agreement shall be construed and enforced according to the laws of the State of Florida. -16- 87-34 (2) The CONTRACTOR is declared to be an independent contractor. The CONTRACTOR is not intended to be either, an agent or employee of the CITY and it shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the CITY, or any rights generally afforded classified or unclassified employees; further the CONTRACTOR shall not be entitled to Florida Worker's Compensation benefits as an employee of the CITY. (3) No Waiver of any provision hereof shall be deemed to have been made unless such waiver be in writing and signed by the City Manager. The failure of the CITY to insist upon the strict performance of any of the provisions or conditions of this Agreement, shall not be construed as waiving or relinquishing in the future any such covenants or conditions, but the same shall continue and remain in full force and effect. (4) 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, or by telegraph 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 Address Contractor Address City Manager's Office Miami Capital Development, Inc. 3500 Pan American Drive - ,,,7i/--33-'Northeast 13th Terrace Miami, Florida 33133 Miami, Florida 33132 (5) Titles and paragraph headings are for convenient reference and are not a part of this Agreement. (6) In the event of conflict between the terms of this Agreement, and any terms or conditions contained in documents, the terms in this Agreement shall rule. -17- 87-34 r. N 140 (7) The CITY reserves the right to direct anyone to monitor the performance of the CONTRACTOR, and shall have the right to attend any Director's Meetings conducted by the CONTRACTOR, who shall give notice to the CITY of each such meeting. (8) Within a reasonable amount of time prior to the date of expiration of the term of any member of CONTRACTOR's board, or upon the death, resignation or removal of any such member, his successor shall be named and appointed by the remaining members of the board subject to confirmation by the City Commission. No administrative officer of the CITY shall be allowed to serve on the CONTRACTOR's board. (9) This instrument and its attachments constitute the sole and 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. ARTICLE X 10.1 SIGNATORIES: The legal representative(s) of this Agreement, for the CONTRACTOR, should be the President and Secretary of the Board of Directors, or any other person the Board designates by resolution. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to executed in their tames by their dell authorized officers and the corporate seals to be affixed hereto, all as of the day and year first above written. ATTEST: MATTY HIRAI City Clerk CITY OF MIAMI, a Municipal corporation of the State of Florida By: SERGIO PEREIRA City Manager -18- 87-34 I to— K* % "* CONTRACTOR: ATTEST: Secretary 1 MIAMI CAPITAL DEVELOPMENT, INC. -Vresi ent (CORPORATE SEAL) APPROVED AS TO INSURANCE REQUIREMENTS: IF� ,�,v*F RISK MANAGEMENT APPROVED AS09 FORM AND 2CORR!!Z7 v(/Y� LUCIA DOUGHERTY City Attorney r RNS/wpc/ab/B195 10/18/8 5 5: 4 5 p.m. CORPORATE RESOLUTION WHEREAS, the Board of Directors of Miami Capital Development, Inc., has examined terms, conditions, and obligations of the proposed contract with the City of Miami for not -for -profit lending ; WHEREAS, the Board of Directors at a Ouly held corporate meeting have considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF Miami -Capital Development, Inc., that, the President and Secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation, with the City of Miami for lending not -for -profit , in accordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miani. IN WITNESS IiHEREOF, this 2-1., day of n _tnhor , 1935--. CHAIRMAN, Board of Directors 2SZ_ (SEAL) CORPORATE SECRETARY 6?- 34 7.. SY.:-t�R _ Ya - •r S' ;1,� 1 4'�'; %n."��' i� CITY OF MIAMI, FLORIDA so INTER -OFFICE MEMORANDUM e-K Honorable Mayor and Members of the City Commission FROM: Cesar H. Odio City Manager RECOMMENDATION: DATE: D E C 3 11986 FILE: SUBJECT. Resolution authorizing the City Manager to execute an amendment REFERENCES: ENCLOSURES. It is respectfully recommended that the City Commission adopt the attached resolution authorizing the execution of an agreement, in substantially the form attached hereto, between Miami Capital Development , Inc. and the City of Miami for the purpose of maintaining its revolving loan fund program and continuation of its administrative procedures, in accordance with the terms ad conditions set forth therein. BACKGROUND: The Department of Community Development has analyzed the need to execute an agreement with Miami Capital Development, Inc. The proposed agreement will be for a period of twelve (12) months, retroactive as of July 1, 1986. Miami Capital Development, Inc. (MCDI) a quasi -public lending institution, serves as the City's financial arm to provide financial business development loan packaging services, and managerial and technical assistance to its loan recipients. The contract agreement dated November 6, 1986 between Miami Capital Development, Inc. and the City of Miami was automatically renewed in accordance with Article 1.3 of said agreement. As a result, thirty -thousand dollars ($30,000) of the one hundred and twenty thousand dollars ($120,000) appropriated for Miami Capital Development, Inc. has been expended on the first three (3) months of administrative cost. Thereby reducing Miami Capital's proposed Twelfth (12th) Year administrative budget to ninth thousand dollars ($90,000), ($120,000 - $30,000 = $90.000). Pursuant to Motion No. 86-638, the City Commission further authorized and directed the City Manager to obtain the services of an independent outside auditor to conduct an audit of the Miami Capital Development, Inc. loan portfolio, intake, and disbursement process. As a result of the aforementioned motion, the loan portfolio audit has been completed, reviewed by City administration and staff as well as responded to by Miami Capital's Board of Directors and staff. 87-3 4 ,may Honorable Mayor and Members of the City Commission Page 2 The cost of services rendered in connection with the examination of Miami Capital Development, Inc.'s loan portfolio as of June 30, 1986, totals seventeen thousand one hundred and sixty-seven dollars ($17,167). Payment for said services was approved via Resolution No. 86-966. These funds were also drawn against Miami Capital Development, Inc.'s Twelfth (12th) Year administrative allocation, thereby leaving seventy-two thousand eight hundred and thirty-three dollars ($72,833) available for administrative cost during the fiscal period. In addition to providing the aforementioned administrative support to small and minority -owned businesses, MCDI also administers a Revolving Loan Fund Program which is used mainly to fill the gaps in the existing financial markets for those entrepreneurs who have inadequate access to credit and business opportunities generally required by private lending institutions. During the 1986-87 fiscal year, MCDI will strengthen its programmatic objectives, specifically in the following areas: 1) Providing increased technical assistance to its recipients. 2) Networking and participating with local neighborhood community -based organizations in identifying and implementing commercial economic development projects. 3) Creating linkages with private institutions to assist MCDI in leveraging its available loan funds as well as identify additional sources of revenue. The Revolving Loan Fund will be funded at a level of five hundred thousand dollars ($500,000)-and the administrative funding will be at a total level of one hundred and twenty thousand dollars ($120,000) for the 1986-87 fiscal period. Attachments: Proposed Resolution 87.34 ka0lSot J87-42 1/6/86 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXTEND THE TERMS OF AN AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED BETWEEN THE CITY OF MIAMI AND MIAMI CAPITAL DEVELOPMENT, INC. (MCDI) WHICH EXTENDED AGREEMENT PROVIDES $500,000 IN FUNDS FOR THE AGENCY'S EXISTING REVOLVING LOAN FUND (RLF) PROGRAM AND FURTHER PROVIDES FOR AN ADDITIONAL $90,000 FOR THE ADMINISTRATIVE OPERATIONS OF MCDI FOR THE PERIOD OF JULY 1, 1986 TO JUNE 30, 1987 FROM WHICH SUM THE AMOUNT OF $17,167 IS ACKNOWLEDGED AS ALREADY HAVING BEEN DISBURSED WITH ALL OF THE MONIES PROVIDED HEREIN BEING ALLOCATED FROM THE TWELFTH (12TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS. WHEREAS, the City Commission is committed to economic development and the expansion of trade and commerce; and WHEREAS, in the past, the City Commission has approved contracts with Miami Capital Development, Inc. for one hundred and twenty thousand dollars ($120,000) in administrative funds and an additional five hundred thousand dollars ($500,000) for the established Revolving Loan Fund; and WHEREAS, on April 22, 1986, the City Commission approved Resolution No. 86-296 and Appropriation Ordinance No. 10112 which provided for allocation to Miami Capital Development, Inc. of five hundred thousand dollars ($500,000) in funds for its Revolving Loan Fund and for one hundred and twenty thousand dollars ($120,000) in funds for the administration of MCDI operations from the Twelfth (12th) Year Community Development Block Grant Program; and WHEREAS, Resolution No. 86-695 allocated thirty thousand dollars ($30,000) to be used .for funding Miami Capital Development, Inc.'s administrative operations for an interim period of three (3) months; and 87-:34 6; WHEREAS, Resolution No. 86-996 adopted December 11, 1986 authorized payment in the amount of $17,167 as the cost of an audit of Miami Capital Development, Inc.'s loan portfolio, with payment being made from the Twelfth (12th) Year administrative allocation; and WHEREAS, it is in the best interest of the City that MCDI's Revolving Loan Fund activities should continue for the purpose of economic development; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to extend in a form acceptable to the City Attorney, the existing contract with Miami Capital Development, Inc. which extended agreement provides five hundred thousand dollars ($500,000) for the Revolving Loan Fund and which also provides for one hundred and twenty thousand dollars ($120,000) 1 for the administrative operations of MCDI for the period of July 1, 1986 to June 30, 1987. Section 2. The sum of $500,000 is hereby allocated from the Twelfth (12th) Year Community Development Block Grant Program Funds to provide funding for MCDI's Twelfth Year Revolving Fund Program. Section 3. The amount of $90,000 2 is hereby allocated from the Twelfth (12th) Year Community Development Block Grant Program (CDBG) Funds to cover the cost of Miami Capital Development, Inc.'s administrative operations for the period of July 1, 1986 to June 30, 1987. 1The sun of $30,000 has been previously allocated by Resolution No. 86-695, adopted September 11, 1986. 2Included- in this amount is the sum of $17,167 which has been disbursed for the cost of an audit of Miami Capital Development, Inc.'s loan portfolio. 0 7 4 ,. . • PASSED AND ADOPTED this day of , 1987. ATTEST: MATTY HIRAI, CITY CLERK PREPARED AND APPROVED BY: re w4a • &Aowk ROBERT F. CLARK CHIEF DEPUTY CITY ATTORNEY APPROVED AS 0 FORM AND CORRECTNESS: LUCIA A. DOUGHERTY CITY ATTORNEY XAVIER L. SUAREZ, MAYOR 87-34 AGREEMENT CITY OF MIAMI, FLORIDA AND MIAMI CAPITAL DEVELOPMENT, INC. THIS AGREEMENT, dated the .day of , 1985, entered into by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as the "CITY", and Miami Capital Development, In c., hereinafter referred to as "CONTRACTOR", a State of Florida non-profit corporation. RECITAL The "CITY",_ by virtue of legislative authority, shall receive funds from the U.S. Department of Housing and Urban Development (Community Development -Block Grant). which together with other funds designated from time to time, will be entrusted to it to manage and control pursuant to objectives set out and approved by the "CITY", for the use of such funds. The CITY shall provide funds to CONTRACTOR for a Revolving Loan Fund and administrative expenses as set forth herein. In consideration of the exchange of covenants and other good and valuable considerations hereinafter set forth, the parties hereto agree as follows: ARTICLE I REPRESENTATION AND TERMS 1.1. REPRESENTATIONS: The "CONTRACTOR". has presented to the "CITY". a separate manual entitled "MIAMI CAPITAL DEVELOPMENT, INC.", a written copy of which is marked as Attachment No. I to this Agreement and is hereby incorporated in and made a part hereof. The contents of which shall be deemed representations made by the "CONTRACTOR" to the "CITY". There shall be no changes made by the "CONTRACTOR" in its corporate Charter and By -Laws, without approval by the "CITY", during the term of, this Agreement. 87-34 �� --'a— ---- 1. 2. TERM: This Agreement shall continue for the term of one (1) year, commencing July 1, 1985 and ending June 30, 1986. 1.3 AUTOMATIC RENEWAL PROVISIONS: If the CONTRACTOR is in good standing, not in default under the terms of this Agreement, then the Agreement shall be renewable for an additional one (1) year period unless the CITY gives notice to the CONTRACTOR that it will not seek renewal, thirty (30) days prior to the expiration of the original term. ARTICLE II DUTIES 2.1 PERFORMANCE: Performance of its duties, after the fact, by the CONTRACTOR, as required under the terms of this Agreement shall be reported to the CITY, as hereinafter provided in this Agreement, .id such manner as may be determined necessary by the City Manager or City Commission. In the absence of any specific direction to render reports to any of its separate departments by the CITY, the CONTRACTOR Vk shall render its reports to the City Manager. 2.2 OBLIGATION OF CONTRACTOR: The CONTRACTOR shall: A. Perform its duties, pursuant to "Guidelines for the Revolving Loan Fund", a written copy of which is marked as Attachment No. II hereby incorporated in and made a part hereof. Said duties shall be performed in a lawful, satisfactory and proper manner, in accordance with the written policies and procedures, ane requirements as prescribed in this Agreement. B. Pursuant to the approved "Guidelines for the Revolvir Loan Fund", administer the $1,800,000 in the Communi Development Block Grant Revolving Loan Fund (CD/RE and the $960,000 in the Housing and Urban Developm, (Discretionary Funds) Revolving Loan Fund (HUD/RLF). - 2- 87 - 3 4 1 4 _ C. Submit an administrative budget to the CITY. Said budget shall be in a form acceptable to the CITY and it shall detail the expenditures deemed necessary for administration by the CONTRACTOR, to include the funds provided by the CITY for the CD/RLF as well as any and all other funds previously or subsequently received by the CONTRACTOR. 2.3 OBLIGATION OF CITY: The CITY shall: A. Provide $500,000.00 in additional funds for the CD/RLF;. B. Provide Administrative funds in the amount of $176,204 to be approved simultaneously with the execution of this. Agreement as itemized and set out in the administrative budget submitted by the CONTRACTOR to the CITY. Additional sums to cover excess administrative expenses shall be obtained by, the CONTRACTOR from interest income collected by the CONTRACTOR for the account of the CITY, to complete the funding sources of the sums to be delivered over to the CONTRACTOR by the CITY. 2.4 SCOPE OF SERVICES - CONTRACT.MODIFICATION: The' CITY or CONTRACTOR may, from time to time, request changes in the "Scope of Services", a written copy of which is marked as Attachment No. III to this Agreement and is hereby incorporated in and made a part hereof. Such services shall be performed by the CONTRACTOR. Any changes, including any increase or -decrease in the amount of compensation payable by the CITY to the CONTRACTOR as provided herein, shall be set out in writing and signed by both parties. The CITY has designated its City Manager as an authorized signature for the execution of any change authorized by either the City Manager or by the City Commission. S 1. a0 _ 2.5 NON-DELEGABILITY: It is understood and agreed that the obligations undertaken by the CONTRACTOR pursuant to this Agreement shall not be sub -contracted out to be performed by any other person or firm unless the CITY shall first consent in writing to the performance of such duties or any part thereof by another person or firm. 2.6 COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Both parties shall comply with all applicable laws, ordinances, and codes of Federal, State and Local governments. Specifically, the CONTRACTOR shall comply with the Housing and Community Development Acts of 174 and 177, Section 10 with Executive Order 11246 and 11063; and with Section 3 of the Housing and Urban Development Act of 168 (Section 570, 303). 2.7 SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties herein, its legal representatives, successors and assigns. ARTICLE III LOAN PROGRAM 3.1 ADMINISTRATION OF LOAN PROGRAM: In ,administering the Loan Program, pursuant to the "Guidelines for the Revolving Loan Fund", the CONTRACTOR agrees to the following covenants and conditions: (1) To implement the. "Guidelines •for the Revolving Loan Fund", that are attached and hereby incorporated and made a part of this Agreement. In implementing these guidelines, it is understood that only businesses within the prescribed community development target areas of the City of Miami limits, will be eligible to receive loans under this contract from the Revolving Loan Fund. (2) To establish a Work -Out Policy to formulate policies pertaining to past due loans. Such policy shall encompass the establishment of collection, extension and foreclosure procedures for defaulted loans. -4- 87-34 .� al . t ARTICLE IV BUDGET 4.1 BUDGET SUMMARY: The total CONTRACTOR's Administrative Budget Summary is marked as "Attachment IV", a written copy of which is attached and is hereby incorporated in and made a part hereof. 4.2 METHOD OF FUNDING: (1)• Revolving Loan Fund: The CONTRACTOR shall drawdown loan funds, when there is a scheduled loan closing. Requests for drawdowns shall be submitted not less than ten (10) working days before the scheduled date of loan closings in order to assure that the funds are available. If for any reason, the loan closing does not occur, the CONTRACTOR shall return to the CITY the .exact amount of the advanced drawdown within ten (10) working days. (2) Administrative Expense: The CITY shall reimburse the CONTRACTOR funds necessary to acquire and pay for specific line -item. administrative costs, set out in its3udget. CONTRACTOR shall provide the CITY with invoices, copies of cancelled checks, or any 'other proof of administrative expense. Such requests shall contain a statement declaring and affirming that all disbursements were made in accordance with the approved budget. Invoices submitted in support of such request shall have been paid by the CONTRACTOR prior to submission. Every request for funds, must be in line item form and shall be in accord with the Agreement. Budget line -item changes, shall be approved, unless objected to by the CITY .within thirty (30) days after date of such request. Advance payments may be requested by the CONTRACTOR, however, the CITY will reject any request, which is not contained in the . -5- 87-34 -,Ai - . c_ a approved budget. The CITY may, but it has no duty to grant such request, if it determines that prior payment for'such item is unnecessary to fulfill the intent and ..purpose of this Agreement., 4.3 FINANCIAL ACCOUNTABILITY: The CONTRACTOR shall have its administrative records audited annually by any auditor on the CITY's approved list of Auditors, during the performance of this Agreement. The costs of such audit is to be withheld out of budgeted, administrative funds for payment by the CITY. Each payment made by the CONTRACTOR, shall be subject to reduction for amounts included in any related drawdown of administrative funding, which are found by the CITY, on the basis of such audit, not to constitute allowable costs. Any payment may be reduced for overpayments, or increased for underpayments on presenting invoices or vouchers. 4.4 RETENTION OF RECORDS: The CONTRACTOR 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 starts from the date of the submission of the final expenditure report. Records for nor@!�xpendable property acquired with funds loaned -ro the CONTRACTOR under the Agreement, shall be retained as permanent records. 4.5 COMPENSATION - TIMELY SUBMISSION: The CONTRACTOR shall submit to the CITY its request for compensation and other funds required by it as set out in the approved Administrative Budget Summary for its administrative expenses on a monthly basis. Requests for funds required by the CONTRACTOR, during the life of this Agreement, shall not be honored. unless received by the CITY within forty-five (45) days following the expiration date of this Agreement. The CITY shall deliver approved funds to the CONTRACTOR within seven (7) working days after receipt -6- 87-34 0 3 t of the "Request for Funding Package," setting out each approved budget item, for which funding is requested. 4.6 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS: To be eligible for reimbursement for administrative . expenses, the CONTRACTOR represents that it shall maintain those policies described in Attachment No. II, which are in accordance with the Department of Labor guidelines. The provisions of the Intergovernmental Act of 170 (Public Law 1-648 effective January 5, 171). No change shall be made in its personal policies during the -term of this Agreement without the consent and approval of the CITY. 4.7 BONDING AND INSURANCE: The CONTRACTOR shall maintain during the term of this Agreement, the insurance and bonds specified below: a) Insurance coverages should reflect sound business practices as determined by the Risk Management Division of the City of. Miami. b) Prior to the disbursement of funds to the. CONTRACTOR, the CITY shall receive evidence that all persons handling funds received or disbursed under this Agreement are covered by Fidelity Insurance in an amount consistent with sound fiscal practice, as determined by the Risk Management Division of the City of Miami. c) The CONTRACTOR shall furnish certificates of insurance and bonding to the CITY prior to commencing any activity under the Agreement. Said certificates shall clearly indicate the CONTRACTOR is in strict compliance with provision of this Article. d) Compliance with the foregoing requirements shall- not relieve the CONTRACTOR of its liability and obligations under this Section or under any portion of this Agreement. 4.8 REPORTS AND EVALUATIONS: The CONTRACTOR shall submit to the CITY such reports as may be required by the Secretary of Treasury and/or the Secretary of Labor and/or Departments of Community Development along with reports, as required, by the CITY of all loans closed. =7- 87-34 • • The reports that the CONTRACTOR will transmit to the CITY, in writing, shall include: (a) Monthly Loan Portfolio Status Report and (b) Monthly Past. Due Loan - Report. These reports shall be due within thirty (30) days ' following the appropriate period. The CONTRACTOR shall prepare, retain and permit the CITY, in conjunction with Federal and State officials, to inspect as it deems necessary for grant purposes, records that may be relevant to Federal and State grants or directives, (i.e. EDA, HUD/RLF, and CD/RLF). At the .request of the CITY, CONTRACTOR shall transmit to the CITY written statements of CONTRACTOR's official policy on specified issues relating to the CONTRACTOR's activities. Any material discrepancies, incomplete or inadequate information, either received on a monthly basis or through monitoring and evaluation, will give the CITY just'and legal cause to terminate this Agreement, ' at any time thereafter, as hereinafter provided in Section 7.6. ARTICLE V GENERAL CONDITIONS _ s 5.1 -PROJECT PUBLICITY: The CONTRACTOR must abide by affirmative action regulations, in informing residents of the geographical..area to be served hereunder, of the services to be offered by utiliainq any available means for advertisement, as necessary for recruitment and outreach. The CITY shall receive copies of all literature, advertising, publicity and promotional material that is developed by the CONTRACTOR. 5.2 EQUAL OPPORTUNITY:. The CONTRACTOR agrees that there shall be no discrimination against any employee or person served on account of race, color, sex, religious creed, ancestry, handicap or national origin, in its performance of this Agreement; and it is .. expressly understood that upon the receipt of, evidence of f _a_ $7-34 a c. such discrimination, 'the CITY shall have the right to terminate this Agreement. 5.3 CONFLICT OF INTEREST: No official or employee of the CONTRACTOR may be permitted i to receive any benefits arising out of this Agreement to own or acquire any interest in any property, contract or proposed contract pertaining thereto. If any such person presently or in the future acquires, owns or controls any such share, benefit, or personal interest, he shall immediately disclose such interest to the CITY and other • appropriate agencies. Upon such disclosure, such person shall not continue hi.s participation, unless it is determined by. the CITY and/or other appropriate agency that his participation is not contrary to the public interest. The CONTRACTOR will comply with all Federal, State and local conflict of interest laws and requirements. 5.4 INDEMNIFICATION: The CONTRACTOR shall indemnify and save the CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONTRACTOR's activities under this Agreement, including all other acts or omissions to act on the part of the CONTRACTOR -or any .of them, including any person. acting for, or.• on his behalf or their behalf, and from and against any orders, judgments, or decrees, which may be entered and, from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. In addition, the CONTRACTOR shall hold the CITY harmless and shall indemnify the CITY for funds which the CITY is obligated to refund the Federal Government arising out of the conduct of activities and administration of the Agreement. .� -9- 87-34• t 5.5 DISCLOSURE OF FUNDS: The CONTRACTOR shall disclose all sources (public and private) .and amounts of funds reflecting the total Administrative Budget whether they be real, or.. in kind, at the commencement of the contract period, as well as any changes, in the amount of funds through program income or other sources received during the term of this Agreement, within thirty (30) days of such changes. Examples of in kind funds, to include free rent, labor, office equipment, etc. 5.6 PURCHASING AND INVENTORY: The CITY will provide funds, in accordance with and limited by the approved Administrative Budget to purchase supplies and equipment necessary for the performance of its duties under this Agreement. The CONTRACTOR shall purchase such supplies and equipment, at the lowest practicable cost. Three (3) bids shall be obtained for the purchase of capital equipment, which shall accompany all requests for payment by the CONTRACTOR who agrees to pursue the procurement of sources available to it to the extent applicable to all Federal, State and local laws. Noroi xpendable property is defined as .properties, which will not be consumed or lose identity. The CONTRACTOR• 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. It should be clearly understood that all Capital Expenditures over $300.00, must be approved by the CITY prior to purchase and this will include listing on a property record the description, model serial number, date of acquisition and cost. Such property shall be inventoried annually and an inventory report submitted to the CITY. The CONTRACTOR shall not dispose of real or personal property purchased with CITY funds through sale, use, loan or relocation without. the written permission of the CITY. -10- i_ g7-34 i C. To the extent that, the CITY shall provide the CONTRACTOR, funds for purchase of such non -expendable items, then by these presents, the CONTRACTOR shall pledge to the CITY such property as :collateral -for the performance of its duties under this Agreement. This shall be a continuing pledge for the period that this Agreement remains in force and effect. The —CONTRACTOR shall .be subject to and comply with the CITY's then current Minority Procurement,Program. The CONTRACTOR, in the procurement of supplies, equipment, construction .or service. to implement this project, shall make a positive effort to utilize small business and minority owned business sources of supplies and services, and provide these sources the maximum feasible opportunity to compete for contracts to be performed pursuant to this Agreement. To the maximum extent feasible, these small business and. minority owned business sources shall be. located in or owned b-,; residents of the Community Development Target Area(s) designated by the CITY in the Community Development Grant application approved by the U.S. Department of Housing and Urban Development. 5.7 FINAL EXPENDITURE REPORT: A final budgetary report shall be submitted to the CITY within sixty (60) days -after the expiration of the contract period. This report should reflect actual expenditures, by line -items, versus proposed expenditures submitted at the beginning of the contract year. All persons employed and paid pursuant to this Agreement should be listed by name, title, Social Security number, date hired or terminated, ethnic background, and total salary reflecting both CITY and other funding sources. 5.8 OWNERSHIP OF DOCUMENTS: All documents developed by CONTRACTOR under this Agreement, shall, on the termination of this Agreement, be delivered to -11- 87-34 .. V C t the CITY by said CONTRACTOR, upon completion of the work and shall then become the property of the CITY, without restriction or limitation on their use. CONTRACTOR agrees that it shall submit itself to all provisions of the Public Records Laws, Chapter.11, Florida Statutes and that it shall hold and store all of its records, documents, and reports, in compliance therewith. It is further understood by and between the parties, that any. information, documents or any other matter whatsoever which is given by the CITY to the CONTRACTOR, pursuant to this Agreement, shall at all times remain the property of the CITY and shall not be used by the CONTRACTOR for any other purposes whatsoever without the written consent of the CITY. 5. AWARD OF AGREEMENT: The CONTRACTOR warrants that it has not employed'or retained any company or persons to solicit or secure this Agreement and that it has not offered to pay, or paid, or agreed to pay,- any person or company any fee, commission, percentage,. r brokerage fee, or gifts of -any kind, contingent upon or resulting from the award of making this Agreement. The CONTRACTOR is aware,of the conflict.of interest laws of the CITY (Miami City Code• Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1) , and the Florida Statutes, and agrees 'that it will fully comply in all respects with the terms of said laws. ARTICLE VI GENERAL ASSURANCES AND CERTIFICATIONS 6.1 THE CONTRACTOR ASSURES AND CERTIFIES THAT: (1) It possesses legal authority to enter into this Agreement; a resolution, motion or similar action has been duly adopted or passed as an official act of the CONTRACTOR's • governing body, authorizing• the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person . M :L' F c —12— i identified as the official representative of the CONTRACTOR, to act in connection with this Agreement and to provide such additional information as may be required. (2) It shall comply with Title VI of the Civil Rights Act of 164, (P.L. 88-352 78 STAT 241), and -in accordance with Title VI of the Act, no person in the United States shall on the grounds of race, color, sex, handicap, national origin,• political affiliation or beliefs, (Section •703 -(1] and 712), be excluded from participation in, be denied the benefits of, or be ,otherwise subjected to discrimination under any program or activity for -which 'the CONTRACTOR receives Federal financial assistance and the CONTRACTOR will immediately 'take any measures necessary to effectuate this assurance. (3) It shall comply with the provisions of the Hatch Act,- which limits the political activity of employees. (4) It shall. comply with the requirement that no program under this Agreement shall involve political activities (Section 710). (5) It shall establish safeguards to 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. (Section 702'[a] ) . (6) Participants or employees in the program funded pursuant to this Agreement, shall not be employed on the construction, operation or maintenance of that part of any facility, which is used for religious instruction or worship. (Section 703 (31). (7) Appropriate standards for health and safety in work and training situations shall be maintained. (Section 703 [51). (8) Persons employed in public service jobs under this' Agreement shall be paid wages, which shall not be lower than whichever is the highest of (i) the minimum wage which should be applicable to the employer under the Fair Labor Standard Act of 13.8, if Section 6 (a) (1) of such title applies to the participant and if he were not exempt under Section 13, thereof; (ii) the State or local minimum wage ' for the most nearly comparable covered employment, or (iii) the prevailing rates of pay for persons employed in similar public occupations by the same employer. (Section 208 [ a] [ 2]) () It shall comply with the regulations and requirements of the Department of Management and Budget Circular A-102, "Uniform Administration Requirements for Grants-in-Ai.3 to State and Local Governments" and Feder-.- Management Circular 74-4,' "Principals for Determining Costs Applicable to Grants and Contracts with State and Local Governments." -13- 87-34 6.2 OPPORTUNITIES FOR SMALL AND MINORITY BUSINESSES! The CONTRACTOR shall make a positive effort to utilize small business and minority owned business sources of supplies and services, and provide these sources the maximum feasible opportunity to compete for opportunities to be performed pursuant to this Agreement. To the maximum extent feasible, these small business and minority owned business sources shall be located in or owned by residents of the Community Development Target Area(s) designated by the City of Miami in:the Community Development Grant Application approved by the U.S. Department of Housing and Urban Development. 6.3 CITIZEN PARTICIPATION: The CONTRACTOR shall cooperate with the Office of Community Development in informing the appropriate Community Development Citizen Participation Structure(s), including the appropriate Target Area Committee(s) of the 'activities of the CONTRACTOR in carrying out the provisions of this Agreement. 6.4 ANTI -KICKBACK PROVISION: The CONTRACTOR shall comply with the Anti -Kickback Act, Title 18, USC. Section 874, and provisions of Federal Labor Standards, Title 2. ARTICLE VII FUNDING METHOD 7.1 TOTAL FUNDING FOR REVOLVING LOAN FUND: The total additional aggregate funding for the Community Development Block Grant Revolving Loan Fund provided by CITY to CONTRACTOR pursuant to.this Agreement shall not exceed the maximum sum of $500,000.00. The CONTRACTOR further agrees that. it shall not expend these funds as administrative expenses. 7.2 RECAPTURE OF FUNDS: The CITY reserves the right to direct the CONTRACTOR in the transfer of all funds and assets should the CONTRACTOR default in the performance of its covenants as provided in this Agreement or refuse to accept conditions imposed by the -14 - 87 .► ;% 4- L f CITY, or by the U.S. Department of Housing and Urban Development, as provided in Section 7.4. .7.3 TITLE TO ASSETS: Funds delivered under ,this Agreement to the CONTRACTOR for the purposes set forth in this Agreement, shall be used solely for such purposes. 7.4 DEFAULT PROVISIONS: 1) Funds may be withheld by the CITY for any of the following reasons: a) If .the CONTRACTOR makes any misrepresentations of any material fact in any of its periodic reports. b) If there is %litigation pending with respect to the performance of the CONTRACTOR, which adversely affects the operation of the CONTRACTOR. c) If the CONTRACTOR is in breach of any of the provisions of its Agreement with the CITY. d ) If reports as required by the CITY have not been submitted within the time required, or reasonable cause shown for such delay. e) Failure, for any reason, of the CONTRACTOR, to perform its duties under this Agreement, including substantial non-compliance with the approved Work Program and attached conditions, the budget and such directives such as may become generally applicable at any time; submission by the CONTRACTOR to the CITY, of reports •that are substantially incorrect in-. any material aspect and ineffective or improper use of funds provided under this Agreement. (2) Upon dissolution of the of the CONTRACTOR, or a termination of this Agreement, all mortgages held by the CONTRACTOR shall be transferred to the CITY, in a form deemed appropriate by the CITY, together with all sums, collected and not otherwise satisfactorily accountable. ARTICLE VIII 8.1 TERMINATION CLAUSE: Either party by giving written notice specifying the + effective date (which shall not be less than thirty (30) days of the date of receipt of such written notice), may 87 t terminate this Agreement. Provided, however, that in the event the CITY gives the CONTRACTOR, notice of termination, prior to the expiration date of this Agreement, the CONTRACTOR shall have the right to be heard at a public hearing, to be conducted by the City Commission. Termination shall not be effective unless and until a Resolution is duly adopted by the Commission to terminate this Agreement. .The CONTRACTOR shall be allowed the opportunity to object and to be heard at the public hearing conducted by the City Commission to any plan to terminate this Agreement with the CONTRACTOR. After adoption by the City Commission . of any Resolution terminating this Agreement, the CONTRACTOR shall immediately, upon demand by the CITY, cease and terminate 'any and all activities including, but not limited to, divesting itself and any subsidiaries, of specific assets and/or projects.- And upon demand of the CITY the CONTRACTOR shall deliver any and all accumulations thereon to the CITY or its designee to become the sole property of the CITY or its designee. 8.2 AVAILABILITY OF FEDERAL FUNDS: All the obligations under this Agreement. shall be contingent upon the availability of Federal funds and in the event that those funds are withdrawn -or reduced, this Agreement shall be modified, so as to reflect the changes in the availability of funds. in the event, that the Agreement must be terminated due to -the unavailability of Federal Funds, the CONTRACTOR shall be entitled only to recover the actual amount of administrative expenses incurred up to the date of termination, which in no event shall exceed the amount allocated for administrative costs under this Agreement. ARTICLE IX �%.1 GENERAL PROVISIONS: / (1) The parties hereto agree that this Agreement shall be • construed and enforced according to the laws of the State of Florida. =16- 97-34 a- (2) t The CONTRACTOR is declared to be an independent contractor. The CONTRACTOR is not intended to be either, an agent or employee of the CITY and it shall not attain any rights or. benefits under the Civil Service or Pension Ordinance of the CITY, or any rights generally afforded classified or unclassified employees; further the CONTRACTOR shall not be entitled to Florida Worker's . Compensation benefits as an employee of the CITY. (3) No Waiver of any provision hereof -shall be deemed to have been made unless such waiver be in writing and signed by the City Manager. The failure of the CITY to insist - upon the strict performance of any of the provisions or conditions of this Agreement, shall not _ be construed as waiving or relinquishing in the future any such covenants or conditions, but the same shall continue and remain in full force and effect. (4) 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, or by telegraph 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 Address -Contractor Address City Manager's Office Miami Capital Development, Inc. 3500 Pan American Drive t_:?i/-3.1-5-Northeast 13th Terrace Miami, Florida 33133 Miami, Florida 33132 ' (5) Titles and paragraph headings are for convenient reference and are not a part of this Agreement. (6) In the event of conflict between the terms of this Agreement, and any terms or conditions contained in documents, the terms in this Agreement shall rule. -17- 87-34 t (7) The CITY reserves•the right to direct anyone to monitor the performance of the CONTRACTOR,• and shall have the right to •attend any Director's Meetings• conducted by the CONTRACTOR,- who shall give notice 'to.the CITY of each such meeting. (8) Within a reasonable amount of time prior to the date of expiration of the term of any member of CONTRACTOR's board, or upon the death, resignation or removal of any such member, his successor shall be -named and appointed by the remaining members of the board subject to ` confirmation.by the City Commission. No administrative officer' of the CITY shall be allowed to serve on the CONTRACTOR's board. (9) This instrument and its attachments constitute the sole and 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. ARTICLE X 10.1 SIGNATORIES: The legal representative(s) of this Agreement, for the CONTRACTOR, should be the President and Secretary of the Board of Directors, or any other person the Board designates by resolution. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to executed in their names by their duly authorized officers and the corporate seals to be affixed hereto, all as of the day and year first above written. CITY OF MIAMI, a Municipal corporation of the State of Florida ATTEST•- i By: MATT •HIRAI .SERGIO PEREIRA City Clerk City Manager -za- 87-34 CONTRACTOR: ATTEST: MIAMI CAPITAL DEVELOPMENT, INC. 0017 IL Secretary Piresi ent (CORPORATE SEAL) ' APPROVED AS TO INSURANCE REQUIREMENTS: I F RISK MAK-WENT APPROVED AS FORM AND _ CORR D - LUCIA DOUGHERTY., r - City Attorney RNS/wpc/ab/B195 10/18/85 5:45 p.m. z -19- a 0 CORPORATE RESOLUTION WHEREAS; ' the Board of•:Directors of Miami Capital Development;' Inc.; has examined terms, conditions, and obligations:of•the proposed contract with the City of Miami for not -for -profit lending ; wHEREAS,.the Board of Directors at a duly held corporate meeting have considered the matter in accordarxe with the by-laws of the .corucration;_ NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF Miami -Capital Development, Inc. , that , the President and Secretary are hereby authorized and instructed to enter into a contract in .the name of, and on behalf of.this corporation, with the City of Miami for lending not -for -profit , in accordance with.the contract documents furnished by the City of Miami, and for -'the price .and upon -the terms and payments contained in the proposed contract submitted by the City of Miami. IN WIT�lESS WHEREOF, this 2jrd day of nrtnhPr CORPORATE SECRETARY CHAIRMAN, Board of Directors "! zo_( (SEAL) ". ««' w'� .•��'!-...t�+•'�-� .a4• -a/.-; �•a••na r• .- r •..r,+�:�'i �.K3�:..'� / �,;- ....—. �..�-� , �'• •'- • �-'~a ~ai.� _�. �. . �'1�•s �� ., : �s � '_ elr •--�.:.. •4'.ri J!.`` '. : !i' i di va �..:O. lt�i� .«..�1• • •� �. _� _ 44- 87_3