HomeMy WebLinkAboutR-84-0292the United States of America for a grant for the execution and implementation of
a Community Development Program in certain areas of Dade County, pursuant to
Title I of the Housing and Community Development Act of 1974 (as amended); and
WHEREAS, the aformentioned grant provides for the implementation of social
service and economic development activities during the Ninth Year of the Program;
and
WHEREAS, Metropolitan Dade County desires to engage the City of Miami
to implement selected social service and economic development activities in
certain areas within City of Miami boundaries; and
WHEREAS, on February 7, 1984, the Metropolitan Dade County Board of
Commissioners through Resolution No. R-148-54, authorized the execution of an
agreement with the City of Miami to provide $125,000 of Ninth Year Community
Development Block Grant Funds as an equity injection into Super -Save Supermarket Inc.
(anchor tenant in the Overtown Shopping Center); and
WHEREAS, the Dade County agreement requires that the City of Miami
contract with the agency, Miami Capital Development, Inc. (MCDI), for it (MCDI)
to use said funds to purchase $125,000 worth of preferred shares in the Super -
Save Supermarket Inc., and
CITY COM14ISSION
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WHEREAS, the City of Miami ddtll`es to engage in the afotmehtloned
activity during the Ninth Year of the Community Development Program, using MIDI
as the implementing agency;
FLORIDA!
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
Section 1: The City Manager is hereby authorized to enter into ah
agreement, in substantially the form attached hereto, with Metropolitan Dade
County for the purpose of implementing a portion of Dade County's Community Deve-
lopment Block Grant Program during the Ninth Year for an equity injection to the
Super -Save Supermarket (anchor tenant in the Overtown Shopping Center).
Section 2: The City Manager is hereby authorized to accept the transfer
of Dade County Community Development Block Grant Funds in the amount of $125,000
for the aformentioned purpose.
Section 3• The City Manager is hereby authorized to execute a contrac-
tual agreement with MCDI, in substantially the form attached hereto and subject
to the approval of Metropolitan Dade County, for MCDI to use such funds to
purchase $125,000 worth of preferred shares in the Super -Save Supermarket Inc,
PASSED AND ADOPTED this _8th day of March
1984.
,LPH V. ONGIE, CITY CLERK
PREPARED AND APPROVED BY:
;X J_ olto�
XeBER-TF. CLARK, DEPUTY CITY ATTORNEY -
APPROVED AS TO FORM AND CORRECTNESS:
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E R. GARCIA-PEDROSA, CITY ATTORNEY
54-2ts2
45
TO Howard V. Gary
GItY OF MIAMI
INTER -OFFICE MEMORANDUM
DATE February 21► 1984 FILE
114
City Manager
SUBJECT Agreement with Dade County To
Implement A $125,000 Equity
Injection To Super -Save Super -
Charlotte Gallogly� market, Inc. And An Agreement
FROM Director EFERENCEVith MCDI To Implement Said
Department of Economic $125,000 Equity Injection
p ENCLOSURES.
Development March 8, 1984 Commission Agenda
"It is recommended that the City
Commission authorize the City
Manager to enter into an agree-
ment with Metropolitan Dade County
for implementing a $125,000 equity
injection to the Super -Save Super-
market, Inc. (anchor tenant in the
Overtown Shopping Center); authorizing
the City Manager to accept a transfer
of funds from Dade County in the
amount of $125,000; further authorizing
the City Manager to execute a contract
with Miami Capital Development, Inc.
(MCDI), for MCDI to use said funds to
purchase $125,000 worth of preferred
shares in the Super -Save Supermarket,
Inc."
On February 7, 1984, the Metropolitan Dade County Board of Commis-
sioners approved through Resolution No. R-148-84, the granting of
$125,000 (from the County's 9th year Community Development Block
Grant Program) to the City of Miami for an equity injection to
the Super -Save Supermarket, Inc. (anchor tenant in the Overtown
Shopping Center). These funds are to be used by the supermarket
to purchase inventory, equipment and working capi-al.
These monies were approved with the understanding that the City
of Miami would use the agency, Miami Capital Development, Inc.
(MCDI) to implement the equity injection. That is to say, the
City would enter into an agreement with MCDI whereby the latter
would use the $125,000 to purchase preferred stock in the super-
market.
It was set up in this manner because MCDI and not the City was
Tent under the County's 9th year Community
listed as a grant recap
Development Block Grant Program. In order to list the City as a
recipient, approval would have to be obtained from Federal
authorities. Such approval would usually take months to obtain
and it was felt that it would not be feasible to wait for approval.
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The following are the principal provisions that were set by the
County in the granting of the $125,000 equity injection:
The City of Miami will contract to have MCDI, in MCDI's name to:
1. Make a $125,000 equity injection to the Overtown Supermarket
(Super -Save Supermarket, Inc.) for the purchase of inventory,
equipment and working capital.
2. Insure that technical assistance is provided to the super-
market by Malone & Hyde, Inc. and Miami Capital Development, Inc.
3. Collaterize the $125,000 equity injection with inventory.
4. Provide funds for MCDI to obtain preferred stock from the
Overtown Supermarket Corporation in exchange of $125,000
equity injection made by Dade County.
5. Make provision when injecting the $125,000 into the project,
to allow the owners to purchase back the preferred stock.
City of Miami shall obtain permission from Dade County prior
to ordering MCDI to sell the stock back to the owners or
future owners and collect the funds and return them to
Metropolitan Dade County together with any outstanding un-
paid dividends.
6. Provide the Director of the Office of Community and Economic
Development of Dade County with a copy of the stock purchase
agreement for prior approval.
7. Collect dividends paid on preferred stock and return such
dividends to the City for the benefit of Dade County as
program income to be used for future economic development
activities.
8. Transfer, trade or sell the preferred stock purchased by
the $125,000 equity injection unless approved by Dade County.
In effect, this resolution permits the City Manager to enter into
an agreement with Dade County to accept the $125,000 equity injec-
tion for Super -Save Supermarket, Inc. At the same time, the City
Manager is being authorized to enter into a separate agreement
with MCDI, subject to the approval of the County, so that this
agency purchases $125,000 worth of preferred shares in the super-
market under the aforementioned conditions.
It should be understood that the Stock Purchase Agreement governing
the subject preferred shares will not be executed until approved
by the City Manager.
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3.3 Non-Discrimination.t'>
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84-292
CITY OF MIAMI
CONTRACT WITH MIAMI CAP',AL DEVELOPMENT, INC. FOR THE PURCHASE OF $125,000 WORTH OF
PREFERRED SHARES IN SUPER -SAVE SUPERMARKET, INC.
THIS AGREEMENT, entered into this day of 19840 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 "MCUI", a corporate body fully organized and existing,, by
virtue of the laws of the State of Florida, as anon -profit corporation, having its
principal office at 100 N. Biscayne Boulevard, 9th Floor, Miami, Florida 33132•
W I T N E S S E T H
WHEREAS, Metropolitan Dade County has entered into an agreement with the
United States of America for a grant for the execution and implementation of a
Community Development Program in certain areas of Dade County, pursuant to Title
I of the Housing and Community Development Act of 1974 (as amended); and
WHEREAS, the aformentioned grant provides for the implementation of social
service and economic development activities during the Ninth Year of the Program;
and
WHEREAS, Metropolitan Dade County desires to engage the City of Miami to
implement selected social ocrvice and economic development activities in certain
areas within city of Miami boundaries; and
WHEREAS, on February 7, 1984, the Metropolitan Dade County Board of Commissioners
through Rr;solution No. R-148-84, authorized the execution of an agreement with the
City of 'Miami to provide $125,000 of Ninth Year Community Development Block Grant
Funds as en equity injection into Super -Save Supermarket Inc. (anchor tenant in the
Overtown Shopping Center); and
WHEREAS, the Dade County agreement requires that the City of Miami contract with
the agency, Miami Capital Development, Inc. (MCDI), for it (MCDI) to use said funds
to purchase $125,000 worth of preferred shares in the Super -Save Supermarket Inc.,
and
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84-292
WHWAS, the City of Miami desires to engage Ith the domentibned attlivitY
during the Ninth Year of the Community Development program, using MCDI as the
implementing agency:
NOW THEREFORE, the City and MCDI agree as follovit:
ARTICLE
A. The City will provide MCDI with a $125,000 grant froiii the 9th Yebt Dade
County Community Development Block Grant Fund.
Bi MDCI will purchase $125,000 worth of preferred shares in Super -Save Super-
market Inc.; said shares to be hereinafter referred to as "the stock".
C. The Stock Purchase Agreement shall be approved prior to execution by the
City Manager specifying all terms.
6, MCDI agrees to abide by all the provisions of this contract and the contract
between Metropolitan Dade County and the City of Miami which is attached
hereto and made part of this contract. as Attachment 1.
C. MCDI shall not pledge hypothecate or otherwise encumber the stock in any
manner.
T. Any and all profits, dividends and amendments received by MCDI as a result
of its ownership of the stock shall revert to the City when paid or granted.
G. All proceeds from the sale of the stock shall revert to the City when sold,
ART I CLE_ I I
2.1 Term
This Agreement shall commence on March ,1984 and shall terminate at the redemption
of the stock or calling of all shares of the stock.
2.2 City Authorization
For the purpose of this Agreement, the CITY's Department of Economic Development
will act on behalf of the CITY in the fiscal, programmatic monitoring and control
of this Agreement and will serve as the CITY's liaison to Metropolitan Dade
County.
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2. Rlbf1=del gab i l i.ty
It is understood and agreed that the obligation utidertakth by the parties hereto
pursuant to this Agreement shall not be delegated to any other person or firm
unless the other party shall first consent in writing to the performance of such
services or any part thereof by another person or firm.
2.4 Construction of Agreement
The parties hereto agree that this Agreement shall be construed and enforced
according to the laws, statutes and case laws of the State of Florida.
2.5 Successors and Assigns
This Agreement shall be binding upon the parties herein, their heirst executors,
legal representatives, successors, and assigns.
2.6 bonding and Insurance
During the term of this Agreement, MCDI shall maintain bonding and insurance
coverages in amounts that reflect sound business practices as determined by the
Risk Management Division of the City of Miami. MCDI shall furnish certificates of
Insurance and bonding to the City prior to commencing any activities under this
agreement. Such certificates shall indicate that MCDI is in compliance with the
provisions of this Article.
MCDI shall maintain Fidelity Insurance in an amount consistent with sound
fiscal practice acceptable to the City. Fidelity insurance covering all
persons handling funds received or disbursed under this Agreement shall be
required prior to the disbursement of funds to MCDI from the City.
ARTICLE III
3.1 Review Rights
MCDI shall maintain accurate accounting records covering its purchase of preferred
stock in Super -Save Supermarket Inc. The CITY shall have the right to review
said records on a quarterly basis commencing March _,!984 and on reasonable notice
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It is understood and agreed that the obligation undertaken by the parties hereto
pursuant to this Agreement shall not be delegated to any other person or firm
unless the other party shall first consent in writing to the performance of such
services or any part thereof by another person or firm.
2.4 Construction of Agreement
The parties hereto agree that this Agreement Shall be Construed and enforced
according to the laws, statutes and rase laws of the State of Florida.
2.5 Successors and Assigns
This Agreement shall be binding upon the partlet herein, their heirs executors,
legal representatives, successors and atsigns.
2.6 Bonding and Insurance
During the term of this Agreement, MCDI shall maintain bonding and insurance
coverages in amounts that reflect sound business practices as determined by the
Risk Management Division of the City of Miami. MCDI shall furnish certificates of
insurance and bonding to the City prior to commencing any activities under this
agreement. Such certificates shall indicate that MCDI is in compliance with the
provisions of this Article.
MCDI shall maintain Fidelity Insurance in an amount consistent with sound
fiscal practice acceptable to the City. Fidelity insurance covering all
84--'292
3.2 1hdOmnification
MCbI shall defend, indemnify and save the U TY harmless from and against any and
all claims, liabilities, losses, and causes of action which may arise out of
MCDI's activities under this Agreement, including all other acts or omissions
to act on the part of MCDI or any of them, including any person acting for or on
its behalf, from and against any orders, judgments or decrees which may be
entered thereon, and from and against all costs, attorney's fees, expenses and
liabilities incurred in the defense of any such claim or investigation thereof.
3.3 Non -Discrimination
MCDI agrees that there shall be no discrimination as to fate, sex, tolor, creed,
national origin or physical handicap in connection with any operations of
this Agreement.
3.4 Amendments
The CITY may at its discretion, amend this Agreement to conform with changes in
applicable City, County, State and Federal laws,directives, guidelines and
objectives. Notwithstanding the forthgoing, however, no amendments to this
Agreement shall be binding on either party unless in writing and signed by both
parties. Such amendments shall be incorporated as a part of this Agreement upon
review, approval and execution by the parties hereto.
ARTICLE IV
4.1 Termination Clause
The CITY, by giving written notice specifying the effective day may terminate
this Agreement in whole or in part for cause which shall include: (1) Failure,
for any reason, of MCDI to fulfill in a timely and proper manner its obligation
under this Agreement or with directives as may become generally applicable at
any time, (2) Submission by MCDI to the CITY, of reports that are incorrect or
Incomplete in any material respect; and (3) Ineffective or improper use of funds
provided under this Agreement. Further, it is mutually agreed that MCDI shall
84-292
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Imtltedlately, upon demand by the ClMtease and terminate any and all activities
including but not limited to divesting itself and any subsidiary(s) of specific
assets and or projects up to the contract amount and 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.
ARTICLE V
�_i gF�atoPieS
The legal representatives) of this Agreement for MCDI shall be the President
and Vice President of the Board of Directors or any other person the Board
designates by resolution or affidavit. Said resolution or affidavit will be
attached and made a part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 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.
WITNESS our hands and seals on this day of
1984.
ATTEST: CITY OF MIAMI, a municipal corporation of the
State of Florida
84-292
AttAGRMW I_
AGREE► r-vT BEVEEV DAD'*�,,_OUNTY
AND THE CITY OF ,�[IAMII
THIS AGREEMENT, entered into this day of
1984, by and between Dade County, a political subdivision of the State of
Florida, for the use and benefit of its Community Development Program and
the City of Miami, a municipal corporation duly organized and
existing under and by virtue of the laws of the State of Florida,
having its principal office at 3500 Pan American Drive, Miami, Fla,
WHEREAS, Dade County has entered into an agreement with the United
_States of America for a grant for the execution and implementation of a
Community Development Program in certain areas of Dade County, pursuant
to Title I of the Housing and Community Development Act of 1974 ('s
amended); and
WHEREAS, certain Dade County Community Development Citizen
Participation structures, the Board of County Commissioners of Dade
County, and the City of Miami desire to provide the economic development
activities outlined in Part II of this contract; and
WHEREAS, Dade County desires to engage the City of Miami
to implement such undertakings of the Community Development Program;
T
(1) "County" means Metropolitan Dade County.
(2) "CDP" means the Community Development Block Grant Program of
Dade County.
(3) "OCED" means the Office of Community and Economic Development.
(4) "Agency" means City of Miami.
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(5) "OCED App•01N�-ral" means the written apl�0-11 val of the Directot or
his designee of the Con—munity Development Program after
request or a report has been properly processed in accordance
with the Co=unity Development Project Management procedures for
operating agencies.
(6) "U.S. HUD" means the Secretary of Housing and Urban
Development or a person authorized to act on his behalf,
(7) "MCDI" means Miami Capital Development, Inc.
2. purpose
The purpose of this Agreement is to state the covenant and conditions
under which the Agency will implement by Contract the Scope of Services
set forth in Part II of this Agreement.
PART 11
SCOPE OF SERVICES
The Agency shall, in a satisfactory and proper manner as determined by
OCED, pe
rform the task necessary to conduct the program outlined �n the
Work Program Varrative, Exhibit "A", and Budget, Exhibit "B", attaI hed
hereto and made a part hereof.
1)
Budget Exhibit "B"
r�r.n�rar� wit-h Mr_ni for the
WZV
Amount Allocated
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~` PAF.T III
C0,11PENSATION , TIME OF PERFOF� IAINCE , METHOD, AND CONDITIONS OF PAYMENT
1. MAXIt•1UM COMPENSATIO11
- The Agency agrees to accept as full payment for services rendered to
the County in a manner satisfactory to OCED the actual amount of
budgeted, eligible and OCED approved expenditures and encumbrances
made by the Agency under this Agreement. In no event shall the
total compensation or reimbursement to be paid hereunder exceed the
maximum and total authorized sum of $125,000 for the period of
February 7, 1983 through May 31, 1984.
2. TIME OF PERFORMANCE
The effective date of this Agreement and all rights and duties
designated hereunder are contingent upon the timely release of funds
for this project in U.S. HUD Community Development Block Gra't No.
B-83-UC-12-0006. The effective date shall be the date of \!
execution of this Agreement or the date of release of funds by U.S.
HUD, whichever is later.
The services of the Agency shall commence upon execution of this
Agreement or receipt of an Order to Proceed from the OCED, and shall
be undertaken and completed in light of the purposes of this
Agreement. In any event, all services required hereunder shall be -
completed by May 31, 1984.
METHOD OF PAYMENT
The County agrees to make payments and to reimburse the Agency for -
all budgeted costs permitted by Federal, State and County
guidelines. In no event shall the County provide advance funding
to the Agency or any sub -contractors hereunder. Requests by the
Agency for payments or reimbursements shall be accompanied by proper
documentation of expenditures and shall be submitted to OCED for
approval no later than thirty days after the date the indebtedness
was incurred. Payment shall be made by the County Finance
Department Director upon proper presentation of invoices and reports
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4.
(1)
apwved by the Agency Director and OCED. For purposes of this
section, originals of invoices, receipts, or other evidence of
indebtedness shall be considered proper documentation. When
original documents cannot be presented, the Agency must adequately
justify their absence, in writing, and furnish copies. Invoices .
shall not be honored if received by the Finance Department later
than sixty (60) days after the expiration date of this Agreement.
Q►:DITIONS Oil 1411ICII PAYMENT IS CONTINGENT
IMPLEMEFTATIO►I OF PROJECT ACCORDING TO REQUIRED PROCEDURES
The Agency shall implement this Agreement in accordance with,
applicable Federal, State and County laws, ordinances and codes and
with the proc
edures outlined in the OCED Project Operations�tanual
for Operating Agencies, and amendments and additions thereto as may
from time to time be made. The Federal, State and County laws,
ordinances and codes are minimal regulations supplemented by more
restrictive guidelines set forth in the OCED Project Operations
Manual. No direct payments or reimbursements will be made without
evidence of ap?ropriate insurance.required by this Agreement on file
with the County's Finance Department and OCED.
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84-292
.GO rtRA`�C LA ACCOUNT
A���.lT
The County may have a financial systet^s analysis and an intetnal
fiscal control evaluation of the Agency by an independent auditing
firm employed by the County or by the County Internal Audit
Department at any time the County deems necessary to determine the
capability of the Agency to fiscally manage the project in
accordance with Federal, State and County requirements.
(3) SUBCONTRACTS
Any work or services subcontracted hereunder shall be specifically
by written contract, written agreement, or purchase order and shall
be subject to each provision of this Agreement. Proper
documentation in accordance with County, State and Federal
guidelines and regulations must be submitted by the Agency to OCED.
In addition, all subcontracts shall be subject to Federal, State
and County laws and regulations.
(4 ) PURCIIAS ING
All purchasing for services and goods, including capital equipment,
shall be made by p
urchase. order or by a written contract and in
conformity with the procedures prescribed by the Project Operations
Manual, including Federal lianagement Circulars A-102 and A-110,
Attachment 101, "Procurement Standards", incorporated herein by
reference.
(5) REPORTS, AUDITS AND EVALUATIONS
Payment will be contingent on the receipt and approval of reports
required by this Agreement, the satisfactory evaluation of the
project by OCED and the County and satisfactory audits by the
Internal audit Departments of the County and Federal Government if
required. All reports (monthly, bi-weekly, etc.) will be due within
the time prescribed by this Agreement and the attachments hereto
' AN-0 U1 S. HliD tEQL'IP.E:fCil'PS
( 6 ) A�'3f)lTiO:1AL OCED , COUNTY,
OCED shall have the right under this Agreement to suspend Of
terminate payments until the Agency complies with any additional
conditions that nay be imposed by OCE•D, the County or U6S.HUD at any
time.
(7) PRIOR WRITTEN APPROVALS-SUIVARY
The following activities require the prior Written approval of OCED
to be eligible for reimbursement or payment:
(a) Initiation of new programs not covered by this Agreement;
(b) Hiring of new `employees;
(c) All capital equipment expenditures of $100 or more; r
(a) Procurement of all electrical items; and
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(e) All out-of-town travel. v
P MIT IV
GENERAL CONDITIONS
1. OPPORTUNITIES FOR RESIDENTS AND CIVIL RIGHTS COMPLIANCE
The Agency agrees that no person shall on the ground of race, color,
national origin or sex, be excluded from the benefits of, or be
subjected to discrimination under any activity carried out by the -
performance of this Agreement. Upon receipt of evidence of such
discrimination the County shall have the right to terminate this
Agreement. ;
To the greatest/feasible extent lower income residents of the
project areas shall be given opportunities for training and
• employment; and to the greatest feasible extent eligible business
concerns located in or owned in substantial part by persons residing
in the project areas shall be awarded contracts in connection with
the nroiect.
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OPPORTUNITIES FOR SMAt,L AND MINORITY 8U8VIES9
tfi the procurement of supplies, equipment, consttuctioft or services
to implement this Agreement, the Agency shell 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 CDP areas designated by Dade County
in the CDP Grant Application approved by U.S. HUD.
J
EVALUATION AND IMNITORI.;G 1
The Agency agrees that OCED will carry out periodic monitoriIg and
evaluation activities aG determined necessary by OCED or the County
and that the continuation of this Agreement is dependent upon
satisfactory evaluation conclusions. Such evaluation will be based
on the terms of this Agreement, comparisons of planned versus actual
progress relating to project scheduling, budgets, and out -put
measures. The Agency agrees to furnish upon request to OCED,
the County or the County's designees and make copies or
transcriptions of such records and information as is determined
necessary by CCED or the County. The Agency shall submit on a
monthly and quarterly basis, and at other times upon the request oaf
OCED, information and status reports required by OCED, the County or
U.S. HUD on forms approved by OCED.
4. AUDITS AND INSPECTIONS
At any time during normal business hours and as often as OCED, the
County, U.S. HUD or the Comptroller General of the United States may
deem necessary, there shall be made available by the Agency to OCED,
the County, U.S. HUD or the Comptroller General for examination all
its records wiCh respect to all matters covered by this Agreement.
The Agency will permit OCED, the County, U.S. HUD or the Comptroller
General to audit and examine all contracts, invoices, materials,
payroll, records of personnel, conditions of employment and other
data relating to all matters covered by this Agreement.
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2. fop JfZ`I`tJIiYTIES FOP, SHALL AND '11NOP11TY BUSINESS
In the procurement of supplies, equipment, construction of S6tvices
to implement this Agreement, the Agency 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 CDP areas designated by Dade County
in the CDP Grant Application approved by U.S. HUD.
3. EVALUATION AND I.-'ON1TORV:G j
The Agency agrees that OCED will carry out periodic monitoring and
evaluation activities aG determined ;necessary by OCED or the County
and that the continuation of this Agreement is dependent upon
satisfactory evaluation conclusions. Such evaluation will be based
on the terms of this Agreement, comparisons of planned versus actual
progress relating to project scheduling, budgets, and out -put
measures. The Agency agrees to furnish upon request to OCED,
the County or the County's designees and make copies or
transcriptions of such records and information as is determined
necessary by CCED or the County. The Agency shall submit on a
monthly and quarterly basis, and at other times upon the request of
OCED, information and status reports required by OCED, the County or
U.S. HUD on forms approved by OCED.
4. AUDITS AND INSPECTIONS
At any time during normal business hours and as often as OCED, the
County, U.S. HUD or the Comptroller General of the United States may
deem necessary, there shall be made available by the Agency to OCED,
the CounIty, U.S. HUD or the Comptroller General for examination all
its records with respect to all matters covered by this Agreement.
The Agency will permit OCED, the County, U.S. HUD or the Comptroller
General to audit and examine all contracts, invoices, materials,
payroll, records of personnel, conditions of employment and other
data relating to all matters covered by this Agreement.
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Thd County reserves the ri ht to require the Agency or any of its
tubcontractors to submit, it the request of the County, to an audit
by an auditor of the County's choosing. The cost of said audit
shall be borne by the Agency. Documents and records required
hereunder shall be maintained by the Agency no less than. three (3)
Years after the termination of this Agreement.
5. DATA BECGZIL•S COUNTY PROPERTY
All reports, plans, surveys, information, documents, maps and other
data procedures developed, prepared, assembled or completed by the
Agency for the purpose of this Agreement shall become the property
of the County without restriction, reservation or limitation of
their use and shall be made available by the Agency at any time upon
request by the County or OCED. Upon completion of all workik
contemplated under this Agreement, copies of all of the above data
shall be delivered to OCED upon written request.
6. INDLI11dIFICATION
The Agency recognizes that it is an independent contractor and "
stipulates or implies no affiliation between itself and the County.
The Agency shall indemnify and save the County harmless from any and
all claims, losses, damages and causes of actions which may arise
out of the performance of this Agreement, including costs and
expenses for or on account of any or all suits actual or threatened,
unless such act is caused solely by an agent or employee of the
County. The Agency shall pay all claims and losses of any nature
whatsoever in connection therewith including costs and attorney's
fees, and shall defend all suits, in the name of the Count), when
applicable, and shall pay all costs and judgments which may issue
thereon. In particular, the Agency will hold the County harmless
and will.,indemnify the County for funds which the County is
obligated to refund the Federal Government arising out of the
conduct of activities and administration of the Agen
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is
�aONIPLICT OF IPiTEREST
The Agency agrees to abide by Afid be g6vettod by C:owity Otdinttce
M-82 (Conflict of Interest) as amended which is incorporated
herein by reference and conflict of interest provisions of the CDBG
ptogran.
The Agency further covenants that no person who presently exercises
any functions or responsibilities in connection with the CDP
Project, has any personal financial interest, direct or indirect, in
the target areas or any parcels therein, which would conflict in any
manner or degree with the performance of this Agreement and that no
person having any conflicting interest shall be employed or
subcontracted. Any possible conflicting interest on the part of the
Agency or its employees shall be disclosed in writing to OCEP;
provided, however, that this paragraph shall be interpretedl'�-, such
a manner so as not to unreasonably impede the statutory requirement
that maximum opportunity be provided for employment of and
participation of lower income residents of the project target area.
8. CITIZEN PARTICIPATION
The Agency shall cooperate with OCED in informing the appropriate'
CDP Citizen Participation Structures, including the appropriate Area
Committees of the activities of the Agency in carrying out the
provisions of this Agreement. Representatives of the Agency shall
attend meetings of the appropriate Committees and Citizen
Participation Structures upon the request of the Citizen
Participation Officers, OCED, or the County.
9. CONTRACT DOCUMENTS
The words and figures contained in the following list of documents
which are hereto bound or herein incorporated by reference and made
a part hereof, shall constitute and be referred to as the contract;
and all of said documents taken as a whole constitute the contract
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16
(4)
(5)
(6)
(7)
(8)
(9)
e��Ycer:"fetlt
5ur-,mary Budget(s)
O;:fice of Management and b'udret Citculats A=112, A-102,
and A-110
CDP Project Operations Vanual
OCED and U.S. HUD Closeout Procedures
County Insurance and Bonding requirements
County and State travel statutes and procedures
County Conflict of Interest and Code of Ethics OrdiftanGe
Executive Orders 11026, 11246, 11625.
A-87,
All of these documents are filed and will be maintained on file at
the business office of OCED. One copy of the contract docu,,,etts
will be furnished to the Agency without charge by OCED.
10. TERNIVATION
A. Termination or Suspension of Payments of Contract for Cause:
If through any cause the Agency shall fail to fulfill in timely and
proper manner its obligations under this Agreement, or if tt� Agency
shall violate any of the covenants, agreements, or stipulations of
this Agreement, the County shall thereupon have the right to
terminate this Agreement or suspend payment in whole or part by
giving written notice to the Agency of such termination or
suspension of payment and specifying the effective date thereof, at
least five (5) working days before the effective date of ter-minati•on
or suspension. If payments are withheld, OCED shall specify in
writing the actions that must be taken by the Agency as a condition
precedent to resumption of payments and shall specify a reasonable
date for compliance.
Sufficient cause for suspension of payments shall include:
(1) Ineffective or improper use of CDP funds,
(2) Failure to comply with the work program or terms of this
Agreement;
(3) Failure to submit reports as required; and
(4) Submittal of materially incorrect or incomplete reports.
In event of termination all finished or unfinished documents, data
studies, surveys drawings, maps, models, photographs, reports
prepared, and capital equipment secured by the Agency with CDP funds
under this Agreement shall be returned to OCED or the County.
s10-
or
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Agreement
5tir•,nary Budget (s )
( ) Office of management and L'udret Circulars A- M , A=162# A-81
_ and A-110
(4) CDP Project Operations Nonual
(5) OCED and U.S. HUD Closeout Procedures
(6) County Insurance and Bonding requirements
(7) County and State travel statutes and procedures
(8) County Conflict of Interest and Code of Ethics Ordinance
(9) Executive Orders 11026, 112469 11625.
All of these documents are filed and will be maintained on file at
the business office of OCED. One copy of the contract docw;,ents
will be furnished to the Agency without charge by OCED.
10, TERMINATION
A. Termination or Suspension of Payments of Contract for Cause:
If through any cause the Agency shall fail to fulfill in timely and
proper manner its obligations under this Agreement, or if th< Agency
shall violate any of the covenants, agreements, or stipulations of
this Agreement, the County shall thereupon have the right to
terminate this Agreement or suspend payment in whole or part by
giving written notice to the Agency of such termination or
suspension of payment and specifying the effective date thereof, at
least five (5) working days before the effective date of te-rmination
or suspension. If payments are withheld, OCED shall specify in
writing the actions that must be taken by the Agency as a condition
precedent to resumption of payments and shall specify a reasonable
date for compliance.
Sufficient cause for suspension of payments shall include:
(1) Ineffective or improper use of CDP funds,
(2) Failure to comply with the work program, or terms of this
Agreement;
(3) Failure to submit reports as required; and
(4) Submittal of materially incorrect or incomplete reports.
In event of termination all finished or unfinished documents, data
studies, surveys drawings, maps, models, photographs, reports
prepared, and capital equipment secured by the Agency with CDP funds
under this Agreement shall be returned to OCED or the County.
W10-
to
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NOWithstanding the above, the Agency shall not be relieved of
liability to the County for damages sustained by the County by
virtue of any breach of the contract by the Agency, and the County
may withhold any payments to the Agency for the purposes of set-off
until such time as the exact amount of damages due to the County
from the Agency is determined.
g. Termination for Convenience of County:_
The County may terminate this Agreement at any time by giving at
least ten (10) working days notice in writing from the County to the
_ Agency. If this Agreement is terminated by the County as provided
herein, the Agency will be paid for allowable services performed
under Part II of this Agreement until the effective date of `
termination.
In the event the grant to the County under Title I of the Housing
and Community Development Act of 1974 (as amended) is suspended or
terminated, this Agreement shall be suspended or terminated
effective on the date the U.S. HUD specifies, If this Agreement is
terminated due to the fault of the Agency, it shall be subject to
paragraph "A" above.
C. Termination for Convenience of the Agency:
At any time during the term of this Agreement, the Agency may, at
its option and for any reason, terminate this Agreement upon ten
(10) days prior written notice to the OCED. Upon termination, the
Agency shall be paid for services rendered pursuant to this
Agreement through and including the date of termination subject to
the conditions of Paragraph "B" above.
11. SEVERABILITY OF PROVISIONS
If any provision of this Agreement is held invalid, the remainder of
this Agreement shall not be affected thereby if such remainder would
then continue to conform to the terms and requirements of applicable
law.
13. NOTICE
.All notice required to be given under this Agreement shall be
sufficient when delivered to OCED at its office at 90 S.J. 3d.h St.,
Suite 309, Miami, Florida, and to the Agency when delivered'tsa its
office at the address listed on page one (1) of this Agreement.
14. COUNTERPARTS OF THE AGREEIIENT
This Agreement, consisting of thirteen enumerated pages and the
exhibits referenced herein, shall be executed in six counterparts,
each of which shall be deemed to be an original, and such
counterparts will constitute one and the same instrument.
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G
: 4`1=1,NO, tNT5
The County may, At itt disttetiofi, amend this Agreement to
with changes in Federal, State, County or U.S. HUD guidelines,
directives, and objectives. Such amendments shall be incorporared
by Britten amendment as a part of'this agreement and shall be
subject to approval of the Board of County Commissioners.
Except as otherwise provided herein, no amendment to this Agree=ent
Shall be binding on either party unless in writing, approved by the
Eoard of County Commissioners and signed by both parties.
13. NOTICE
A11 notice required to be given under this Agreement shall be
sufficient when delivered to OCED at its office at 90 S.W. Sd.h St.,
Suite 309, Miami, Florida, and to the Agency when delivered'tsa its
office at the address listed on page one (1) of this Agreement.
14. COUNTERPARTS OF THE AGREEIIENT
This Agreement, consisting of thirteen enumerated pages and the
exhibits referenced herein, shall be executed in six counterparts,
each of which shall be deemed to be an original, and such
counterparts will constitute one and the same instrument.
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BY:
County Manager
Metropolitan Dade County
ATTEST:
BY:
OCED signature
BY:
DY /17Y A A\1T fit
BY:
IGUard V. Gary, City Manager
City of t•Iiami
BY: _
Clerk, oar or City Uommlslone: s
City of Miami
f
84--292
5. Make provision when injecting the $125,000 into
the project, to allow the owners to purchase back
the preferred stock. City of Miami shall obtain
_ permission from Dade County prior to ordering MCDI
to sell the stock back to the owners or future
_ owners and collect the funds and return them to
_ Metropolitan Dade County together with any out-
standing unpaid dividends.
_ 6. Provide the Director of the Office of Community
and Economic Development of Dade County with a copy
of the stock purchase agreement for prior approval.
7. Collect dividends paid on preferred stock and
return such dividends to the City for the benefit
of Dade County as program income to be used for
future economic development activities.
8. Not transfer, trade or sell the preferred stock
purchased by the $125,000 equity injection unless
approved by Dade County.
S -292
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