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HomeMy WebLinkAboutR-85-1062J-85-1007 RESOLUTION NO.`� A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT IN A FORM ACCEPTABLE TO THE CITY ATTORNEY WITH MIAMI CAPITAL DEVELOPMENT, INC. (MCDI) WHICIi PROVIDES $500,000 IN FUNDS TO INCREASE THE EXISTING $1,800,000 RLVOLVING LOAN FUND (RLF); FURTHER PROVIDING $176,204 FOR THE ADMINISTRATIVE OPERATIONS OF MCDI FOR THE PERIOD OF JULY 1, 1985 TO JUNE 30, 1986; FUNDS FOR SAID PROGRAMS ARE AVAILABJ�E FROM THE 11TH YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUND. WHEREAS, the City Commission is committed to economic development and the expansion of trade and commerce; and WHEREAS, on April 5, 1984, the City Commission approved Resolution No. 84-384 and Appropriation Ordinance No. 98-34 which included an allocation to MCDI of $500,000 in funds to increase the existing $1,300,000 Revolving Loan fund and $120,000 in funds for the administration of MCDI from the 10th year Community Development Block Grant Program; and WHEREAS, on July 31, 1984, the City Commission passed Resolution No.84-867, approving a contract with Miami Capital f Development, Inc. for $120,000 in administrative funds and an if additional $500,000 to increase the $1,300,000 established f Revolving Loan Fund; and WHEREAS, it is in the interest of the City that the Contractor's Revolving Loan Fund activities should continue and i ► be expanded 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 enter into a contract, in a form acceptable to the City Attorney, with Miami Capital Development, Inc. which provides $500,000 in funds to increase the $1,800,000 Revolving Loan Fund and provide $176,204 for the administrative operations of MCDI for the period 4 ' of July 1, 1985 to June 30, 1986. Section 2. The City Manager is hereby authorized to allocate $120,000 from the llth Year Community Development Block Grant Program (CDBG) and an additional $56,204 from the $100,000 =� appropriated in llth year CDBG program for MCDI's technical CITY COMMISSION t MEETING OF OCT 10 1985 &L' assistance program to provide a total of $176,204 for the administrative operations of MCDI. Section 3. The City Manager is hereby authorized to allocate $500,000 from the llth year Community Development Block Grant Program to provide funding for h1CDI's llth year Revolving Loan Fund Program.i/ PASSED AND ADOPTED this loth day of OCTOBER 1985. AT Ma y Hirai City Clerk APP t. AND CORRECTNESS: MAURICE A. FERRE MAURICE A. FERRE M A Y 0 R Sto, r-1a02 CITY OF MIAMI. FLORIDA r INTER -OFFICE MEMORANt7UM 5 t s TO. Honorable Mayor and Members DATE September 25, 1985 FILE of the City Commission FROM' Sergio Perei City Manager SUBJECT. Miami Capital Develop- ment, Inc. REFERENCES ENCLOSURES A resolution authorizing the City Manager to enter into a contract in a form acceptable to the City Attorney with Miami Capital Development, Inc. (MCDI) which provides $500,000 in loan funds to increase the existing $1,800,000 Revolving Loan Fund (RLF) Program; further providing $176,204 for the administrative operations of MCDI for the period of July 1, 1985 to June 30, 1986. Funds for said programs are available from the llth year Community Development Block Grant Fund. On April 18, 1985, the City Commission passed Resolution Number 85- 457 approving the eleventh year Community Development Block Grant application, which included, as part of its proposed activities for the 1985/86 fiscal year, approval of Miami Capital Development, Inc.'s administrative and Revolving Loan Fund (RLF) Programs. 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. In addition to providing the aforementioned administrative support to minority entrepreneurs, MCDI also administer's a Revolving Loan Fund Program which is used mainly to fill the gaps in the existing financial markets for those entrepreneurs who have had in adequate access to credit and business opportunities generally required by private lending institutions. During the 1965-86 fiscal year, MCDI will strengthen its programmatic objectives, specifically in the following areas: 1. Providing increased technical assis- tance to its loan recipients. 2. Networking and participating with local neighborhood community -based organizations in identifying and implementing commercial economic development projects. S� It I September 25, 1985 3. Creating linkages with private institutions to assist MCDI in leveraging its available loan funds as well as identify additional sources of revenue. MCDI has also modified its RLF guidelines to allow the maximum amount loaned for working capital to $75,000 and fixed assets to $225,000 from $50,000 to $150,000 respectively. MCDI's administrative budget will be increased from $120,000 to $176,204 for the 1985/86 fiscal year. The additional $56,204, which was to have come from Metropolitan Dade County, will come from funds previously allocated for a technical assistance program. The RLF program will be funded at a level of $500,000 to assist small businesses in attaining working capital and/or fixed assets. It is recommended that the City Commission approve the attached resolution authorizing a contract agreement with Miami Capital Development, Inc. for the 1985/86 fiscal year. �� -10 11 I Draft •4 9. 19/85 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 political subdivision of the State of Florida, hereinafter referred to as the "City", and MIAMI CAPITAL DEVELOPMENT, INC., hereinafter referred to as "Contractor" a corporate body fully organized and existing and by virtue of the laws of the State of Florida, as a non-profit corporation, having its principal office as 311 N.E. 13th Terrace, Miami. Florida. 33132. PREAMBLE The "City", by virtue of legislative authority, shall receive funds from the U.S. Department of Housing and Urban Development (Community Development -Block Front), which together with other funds designated from time to time, will he entrusted to it to manage and control pursuant to objectives set out and approved by the "City", for the use of such funds in "Guidelines to Revolving Loan Fund", a written copy of which is marked as "Attachment No. I", to this agreement. It is incorporated in and made a part hereof. 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.", marked as "Attachment No. II", to this Agreement. It is incorporated in and it is 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. 1.2 TERM: This Agreement shall continue for the term of one (1) year, commencing July 1, 1985 and ending June 30, 1986. 1- 8 "It' --1aE-102 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 automatically renewable for an additional one (1) ypar period for a maximum of two (2) years, unless the "City" givos notice to 1 ho "Contractor" that it will not seek renewal, thirty 13M days prior to the expiration date 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 Commission. In the Absence of any specific direction to render reports to an:; of its separate departments by the "City", the "Contractor" shall render its reports to the City Nianager. 2.2 OBLIGATION OF CONTRACTOR: The "Contractor" agrees to perform its duties, pursuant to "Guidelines for the Revolving Loan Fund", in a lawful, satisfactory and proper manner, in accordance with the written policies and procedures, and requirements as prescribed in this Agreement. 2.3 OBLIGATION OF CITY: To provide $500,000.00 in funds for the Revolving Loan Fund (RLF); to provide funds in an amount to be approved simultaneously with the execution of this Agreement, itemized and set out in the administrative budget submitted by the "Contractor" to the "City", the said budget shall be in a form acceptable to the "City", it shall detail the expenditures deemed necessary for administration by the "Contractor" of said RLF as well as any and all other funds previously or subsequently received by the "Contractor" from the $1,800,000 RLF and $960,000 HUD RI.F, which the "Contractor" shall also administer, pursuant to the approved "Guidelines for the Revolving Loan Fund". To provide Administrative funds in the amount of $ . Additional sums to rover oxcess 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 -2- 8�" DCO2 he "City". 2.I SCOPE OF SERVICES - CONTRACT MODIFICATION: The "Cit•:" or "Contractor" may, from time to time, request changes in the "Scope of Services", marked as Attachment No. III, to this igreement. It is incorporated and made a part hereof. Such cervices 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 of by the Citv Commission, 2.5 NON-DELEGABILITY: It is understood and agreed that the obligations undertaken by the "Contractor" pursuant to this Agreement shall not be subcontracted 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" agrees to i comply with the Housing and Community Development Acts of 1974 and 1977, Section 109 with Executive Order 11246 and 11063: and with Section 3 of the Housing and Urban Development Act of 1968 (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 to 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 N11 SE--la�z .4 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. ARTICLE IV BUDGET 4.1 BUDGET SUMMARY: The total "Contractor's" 1985/1986 administrative budget summary is marked as "Attachment IV", to this Agreement. The Budget is incorporated in and made a part hereof. 4.2 METHOD OF FUNDING: (1) Revolving Loan Fund: The "Contractor" agrees to drawdown loan funds, when there is a scheduled loan closing. Requests for drawdowns shall be submitted not less than ten I10) 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" agrees to reimburse the "Contractor" funds necessary to acquire and pay for specific line item administrative costs, set out in its 1985/ 1986 budget. "Contractor" will provide the "City" with invoices, copies of cancelled check.-,, 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", Provided however, the "City" will reject any request, which is not contained in the approved budget. The "City" may, but it has no duty to grant such request, if it determines that prior payment for such item is necessary to fulfill the intent and purpose of this Agreement. •4- SS _101&2 11 t.. 9 4.3 FINANCIAL ACCOUNTABILITY: The "Contractor" agrees to 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 he reduced for overpayments, or increased for underpayments on presenting invoices or vouchers. 4.4 RETENTION OF RECORDS: The "Contractor" agrees to 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 of the submission of the final expenditure report. Records for non -expendable 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 requests for compensation and other funds required by it as set out in the approved budget 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 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 personnel expense, 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 1970 (Public Law 91-648 effective January 5, 1971). No change shall be made in its personal policies during the term of this agreement without the consent and approval of the "City". -5- S� -Io&2 i i 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 busint.,., practices as determined by the Risk IVla,iagement Division of the City of Miami. b1 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. 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 relive the "Contractor" of its liability and obligations under this Section or under any portion of this Agreement. 4.8 REPORTS AND EVALUATIONS: The "Contractor" agrees to 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. The reports that the "Contractor" will transmit to the "City", in writing, shall include: (a) Monthly Loan Portfolio Status Report; (b) Monthly Past Due Loan Report. These reports shall be due within thirty (30) days following the appropriate period. The "Contractor" also agrees to 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, RLF, HUD RLF, and CD RLF). At the request of the "City", "Contractor" will 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. •6- i 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 serti►, !-s to he offered by utilizing 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 will be no discrimination against any employee or person served on account of race, color, sex, religious creed, ancestry, physical handicap or national origin, in its performance of this Agreement; and it is expressly understood that upon the receipt of evidence of 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 to receive any benefits arising out this Agreement to own or acquire any interest in any property, contract or proposed contract. 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" that his participation is not contrary to 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, at.torney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. .7. S: ` --i0+02 L In addition, the "Contractor" will hold the "City" harmless and will 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.. 5.5 DISCLOSURE OF FUNDS: The "Contractor" shall disclose all sources (Public and Private) and amounts of funds reflecting the total budget whether they he 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 terms of 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 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 extend applicable to all Federal. State and local laws. Non -expendable 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". To the extent that, the "City" shall provide the "Contractor", funds for the 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 Contract. 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 -8- 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 ►he 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. 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 writings, diagrams, tracing, charts, and schedules developed by "Contractor" under this Agreement, shall, on the termination of this Agreement, be delivered to 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 119, Florida Statutes; That it will 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, -? writings, maps, contact documents, reports 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" i for any other purposes whatsoever without the written consent of the "City". 5.9 AWARD OF AGREEMENT: s ti 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 gift, 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 of ' ! Miami (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 •1 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 the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the "Contractor", to act in connection with the Agreement and to provide such additional information as may be required. 2) It will comply with Title VI of the Civil Rights Art of 1964, (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, national origin, political affiliation or beliefs, (Section 703 111 and 712), he 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, end the Contractor will immediately take any measures necessary to effectuate this assurance. 3) It will comply with the provisions of the Hatch Act, which limits the political activity of employees. 4) It will comply with the requirement that no program under this Agreement shall involve political activities. (Section 710). 5) It will 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 found 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. (Section 703 131). a 7. Appropriate standards for health and safety in work and training situations will 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 li) the minimum wage which should be applicable to the employer under the Fair Labor Standard Act of 1938, if Section 6 (a) (1) of such title applies to the participantand 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 -10- 8u- 10602 rates of pay for persons employed in similar public occupations by the same employer. (Section 208 [a) 121)• 9. It will 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 74-4, "Principals for Det.ormining Costs Applicable to Grants and Contracts with State and Local Governments." 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 anti 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 and 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 the Federal Labor Standards, Title 29. ARTICLE VII FUNDING METHOD 7.1 TOTAL FUNDING FOR REVOLVING LOAN FUND: The total aggregate funding for the Revolving Loan Fund, shall not exceed the maximum sum of $500,000.00. The "Contractor" further agrees that it shall not expend these funds as administrative expenses. 1.2 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 -11- f ...1002 covenants as provided in this Agreement or refuse to accept conditions imposed the "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" fm :he purposes set forth in this Agreement, shall be used solely for such purposes. 1.4 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 compliance with the approved Work Program and attached conditions, the budget and such directives such as many become generally applicable at any time; t submission by the "Contractor" to the "City", of reports . that substantially incorrect in any material: and ineffective or improper use of funds provided under this i Agreement. 2) Upon dissolution 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 accounted for to the "City". S i 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 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, then the "Contractor" shall have the right to be heard at a public 12- hearing, to he conducted by the City of Miami Commissioners; 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 of Miami Commissioners, to any plan to terminate this agreement with the "Contractor". After adopt"ion by the Cit.; Comrii«ion. of any Resolution terminating this Agreement, then 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 subsidiaryfsl, of specific assets and/or projects ant that upon demand of the "City" any and all accumulations thereon, shall be delivered to the "City" and become the sole property of the "City". 8.2 AVAILABILITY OF FEDERAL FUNDS: All the obligations under this Agreement shall be contingent upon thi- 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 tho actual amount of administrative costs incurred up to the date termination. which in no event shall exceed the amount allocated for administrative costs under the Agreement. ARTICLE IX 9.1 GENERAL PROVISIONS: 1) The parties hereto agree that this Agreement shall be construed an.] enforced according to the laws of the State of Florida. 2) That 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 signed by the City Manager. The failure of the City of Miami to insist upon the strict performance of any of the provisions or conditions of this Contract, 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. -13- 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 atthe address indicated herein, or as tho same may be changed from time to time. Such notice shell bc� deemed given on the day on which personally sere,-+l: or, if my mail, on the fifth day after being posted or the date of actual receipt, whichever k earlier. 5) Titles and paragraph headings are for convenient reference and are not a part of this Agreement. 61 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. i) 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) The "City" reserves the right to appoint 1/3 of the members to the "Contractor's" Board of Directors; Provided, however, that no administrative officer of the City of Miami, Shall be allowed to serve on the "Contractor's" Board of Directors. ARTICLE X a 10.1 SIGNATORIES: t The legal representative(s) of this Agreement, for the "Contractor", should be 3 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 -14- be executed in their names by their duly authorized officers and the corporate seals to be affixed hereto, all as of the day and the year first above written. CITY OF MIAMI, a Municipal corporation of the State of Florida ATTEST: i APPROVED AS TO FORM AND CORRECTNESS: ATTEST: City Manager City Attorney CONTRACTOR: MIAMI CAPITAL DEVEIOPMENT, INC. Secretary President (CORPORATE SEAL) -15- CERTIFICATION: THE FOLLOWING RESOLUTION UPON MOTION AND DULY SECONDED WITH A UNANIMOUS VOTE BY THE EXECUTIVE CO1.9i4ITTEE, WAS OFFICIALLY PASSED THIS SEPTEMBER 27, 1985, TO WIT: "The Executive Committee of Miami Capital Development, Inc., in its Meeting of September 27, 1985, examined the Contract by and between the City of Miami and Miami Capital Development, Inc., and approves the Contract with the exception of: Paragraph 8, Page 14. They have directed the Chairman of The s Board to effectively have this Paragraph 8 deleted from the Contract vis-a-vis Signature." i CERTIFIED TO BE THE MOTION AND INCORPORATED IN MCDI MINUTES OF MEETING, SEPTEMBER 27, 1935: • / (Seal) Asista To T e Di re tc or p F�nd•d by: Miami Capital Development Inc. 311 Noriheasl 13th Terra;t, MOM,, Hondo 32132.1621 Tel. (305) 358.1025 m�mnrnm ennnnmrmnmrnen�rnrmnmmmnnnn l� BOARD 0, DIRECTORS 111AMI CAPITAL DEVELOr„ANT, INC. NAME Juan A. Del Cerro Executive Vice President Impex International Brokerage, Inc. * Dr. Roosevelt Thomas, Jr., ED,D Assistant Vice President Personnel Affirmative Action University of Miami * Mrs. Lauraine Dunn-Glispin President Lauraine's Designs * Mr. Caesar A. Phillips Branch Manager Florida Power & Light Company * Mr. Demetrio Perez, Jr. Commissioner City of Miami * Mr. Jerome Gleekel Executive Director Northeast -Chamber of Commerce and Economic Advisor to the Mayor * Mr. Octavio 0. Blanco Assistant Director Action Community Center * Dr. Rosa Castro Feinberg Director LAU Center School of Education University of Miami * Mr. Robert Chisholm AIA and Partner Chisholm, Santos and Raimundez * Mr. Ron Harvey President Minority Business Associates, Inc. Herbert J. Bailey Assistant City Manager City of Miami Charlotte A. Gallogly Director Department of Economic Development TITLE President and Chairman of the Board Vice President Secretary Treasurer Ex-officio Ex-officio fT Board - cuntir 1 NAME * Dr. Alberto Quirantes Board Member Latin Chamber of Commerce * Mrs. Hilda Rodriguez Executive Director Little Havana Development Authority Mr. Sergio Rodriguez Director City of Miami Planning Department Mr. Frank Castaneda Director Community Development Department * Mr. Michael H. Gillis President Michael J. Gillis Corporation * Mr. Orlando Urra Executive Director Allapattah Community Action * Mr. Carlos Fernandez -Guzman Vice President Marketing Consolidated Bank * Mr. Henri -Robert LaMothe Executive Director Haitian Task Force, Inc. * Mrs. Rene Beal Assistant Vice President Sun Bank of Miami * Mr. Ottis Pitts, Jr. President Belafonte Tacolcy Center, Inc. * Mr. Isidoro Rodriguez, Sr. Member of Community Development Board President-Allapattah Community Action * Mr. Joseph Wilson Executive Director Overtown Economic Development Corporation, Inc. TITLE Ex-officio Ex-officio