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HomeMy WebLinkAboutExhibit 2SPECIAL GRANT AGREEMENT This Special Grant Agreement ("Agreement") is made this day of 2009, by and between the City of Miami, a municipal corporation of the State of Florida ("CITY") and Rafael Hernandez Housing and Economic Development Corp., a Florida not-for-profit corporation ("SUB -RECIPIENT."). RECITAL WHEREAS, The SUB -RECIPIENT is eligible to receive financial assistance from the Community Development Block Grant program ("CDBG Program") to undertake activities eligible for such assistance under Title I of the Housing and Community Development Act of 1974 (the "ACT") WHEREAS, The City Commission, by Resolution No. 09- , adopted July_____,, 2009, allocated funds and awarded a grant to SUB -RECIPIENT in the total amount of $185,000.00 (the "Grant") for the exterior rehabilitation of the buildings for the businesses located at 5845-5855 N.E. 2nd Avenue and 5857-5865 N.E. 2nd Avenue, Miami, Florida, known as The Little Haiti Commercial Rehabilitation Project #2 ("PROJECT") WHEREAS, The SUB-RECIPENT and the CITY wish to enter in this Agreement to set forth the terms and conditions relating to the use of said GRANT. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree to as follows: EXHIBITS EXHIBITS. Attached hereto and fonning a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Authorizing Execution of this Agreement Exhibit B Work Program and Timeline Exhibit C Budget and Compensation Sutrunary Exhibit D Disbursement Procedures Exhibit E Program Guidelines Exhibit F Certification Regarding Lobbying Form Exhibit G Certification Regarding Debannent, Suspension and other Responsibility Matters (Primary Covered Transactions Form) Exhibit H Crime Entity Affidavit Exhibit I Insurance Requirements TERMS 1. RECITALS. The Recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. 2. GRANT. Subject to the terms and conditions set forth herein and the SUB-RECIPIENT's compliance with all of its obligations hereunder, the CITY hereby agrees to make available to the SUB -RECIPIENT the GRANT to be used for the purpose, and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The GRANT shall be used exclusively for the PROJECT as more particularly described in Exhibit `B" attached hereto and made part hereof. 2 4. CO-MPLIANCE WITH POLICIES AND PROCEDURES. The SUB -RECIPIENT understands that the use of the GRANT is subject to federal regulations. -which require specific reporting, record keeping, administrative methods, as well as contracting guidelines, and other requirements affecting the activities funded by the GRANT and, to a great extent, the day-to-day operations of the SUB -RECIPIENT. The SUB -RECIPIENT acluiowledges receipt of and accepts the "Policies and Procedures Manual for Community Development Block Grant Sub -recipients" ("Policies and Procedures Manual") as the official document which outlines the fiscal, administrative and federal guidelines which shall regulate the day-to-day operations of the SUB - RECIPIENT. The Policies and Procedures Manual is incorporated herein and made a part of this Agreement. The City of Miami reserves the right to update this Policies and Procedures Manual via Program Directives. These Program Directives and updated versions of this Policies and Procedures Manual shall be incorporated and made a part of this Agreement. The SUB -RECIPIENT covenants and agrees to comply and represents, and warrants to the CITY that the GRANT shall be used in accordance with all of the requirements, terms and conditions contained therein as the same may be amended during the term thereof the CITY's guidelines are hereby incorporated into this Agreement and by this reference, are made a part hereof. Without limiting the generality of the foregoing, the SUB -RECIPIENT represents and warrants that it will comply and the GRANT will be used in accordance with applicable uniform administrative requirements described in 24 CFR 570.502 and all federal laws and regulations described in 24 CFR 570 Subpart K; provided, however, that the SUB -RECIPIENT shall not assume the CITY's environmental responsibility for initiating the review process under Executive Order 12372 and in accordance with the policies and procedures and all applicable federal, state 3 and/or local codes, laws, rules and regulations. The SUB -RECIPIENT represents and warrants that it will comply with the Program Guidelines as described in Exhibit E. 5. SCOPE OF SERVICES. 5.1 The SUB -RECIPIENT shall, in compliance with the terns and conditions and in accordance with the purpose of this Agreement, provide the services for the PROJECT as described in Exhibit `B", attached hereto and made part hereof. 6. RECORDS AND REPORTS/AUDITS AND EVALUATION. 6.1 The SUB -RECIPIENT understands and acknowledges that the CITY must meet certain record keeping and reporting requirements with regard to the GRANT to ensure that said GRANT is used in accordance with the applicable CDBG Program requirements. In order to enable the CITY to comply with its record keeping and reporting requirements, the SUB - RECIPIENT agrees to maintain all records and comply with all requirements and to document that the activities being funded by the GRANT will benefit low- to moderate -income persons as described in 24 CFR 570.506. 6.2 The CITY shall have the right to conduct audits of the SUB -RECIPIENT'S records and to visit the PROJECT in order to conduct its monitoring and evaluation activities. The SUB - RECIPIENT agrees to cooperate with the CITY in the performance of these activities. 6.3 The SUB-RECIPIENT's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CITY of any inconsistent, incomplete or inadequate information shall be grounds for the immediate termination of this Agreement by the CITY. 7. REVERSION OF ASSETS. Upon expiration of the term of this Agreement, the SUB - M RECIPIENT shall transfer to the CITY any GRANT funds on hand at the time of said expiration and any accounts receivable attributable to the use of the GRANT. 8. REPRESENTATIONS AND WARRANTIES. The SUB -RECIPIENT represents and warrants that for a period of five (5) years from the date of the last disbursement of the GRANT pursuant to this Agreement that the funds shall be used for the purpose for which the GRANT has been awarded. 9. THE CITY'S RESPONSIBILITY/MONITORING AND AUDITING RIGHTS. The CITY is responsible for ensuring that the GRANT is used in accordance with the applicable CDBG Program requirements and for determining the adequacy of the SUB-RECIPIENT's performance under this Agreement. Accordingly, the SUB-RECIPIENT's compliance with the terms hereof is of the essence to this Agreement. The CITY's Department of Community Development will monitor the fiscal and programmatic operations of the PROJECT. To this end, the SUB -RECIPIENT shall make available to the CITY, upon the CITY's request, all financial, operational and other documents required by the CITY in this connection. 10. DISBURSEMENT OF GRANT. The CITY shall make available to the SUB -RECIPIENT up to $185,000.00 as more particularly described in Exhibit "C" and shall be disbursed following the stipulations detailed in Exhibit "D", both attached hereto and made part hereof. 11. SEPARATION OF CHURCH/STATE. In accordance with the First Amendment Church/State Principles, as a general rule, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities. 5 24 CFR 570.200(J) sets forth certain restrictions and limitations applicable to the use of CDBG funds for religious -related activities. These restrictions and limitations shall be observed at all times. 12. TERM. The term of this Agreement shall commence on July 9, 2009 and shall terminate two (2) years from the date this Agreement is executed by both parties. 13. REMEDIES FOR NON-COMPLIANCE. If the SUB -RECIPIENT materially fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained herein, then the CITY shall have the right to take one or more of the following actions: (a) Temporarily withhold cash payments, pending correction of the deficiency by the SUB -RECIPIENT or more severe enforcement action by the awarding agency. (b) Disallow, (that is, deny both use of the GRANT and matching credit for) all or part of the cost for the activity or action not in compliance. (c) Wholly or partly suspend or terminate the current award in accordance with 24 CFR85.43. (d) Withhold further awards for the PROJECT. (e) Take other remedies that may be legally advisable. 14. TERMINATION FOR CONVENIENCE. The CITY may terminate this Agreement by convenience in accordance with the provisions of 24 CFR 85.44. 15. NON-DISCRIMINATION. The SUB -RECIPIENT, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, G national origin, acre. marital status, or handicapped in conriection Nvith its performance under this Agreement. Furthermore, the SUB -RECIPIENT represents that no otherwise qualified individual shall, solely by reason of his/her race; sex, color, religion, national origin, age, marital status, or handicap, or be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 16. CONFLICT OF INTEREST. The SUB -RECIPIENT has received copies of, and is familiar with the following provisions regarding conflict of interest in the performance of this agreement by the SUB -RECIPIENT. The SUB -RECIPIENT covenants, represents and warrants that it will comply with all such conflict of interest provisions: (a) 24 CFR 570.611 and other regulations referred to therein. (b) CITY Code, Chapter 2, Article V. (c) Miami -Dade County Code, Section 2-11.1. 17. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for CDBG Program activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 18. INDEMNIFICATION. The SUB -RECIPIENT shall indemnify and hold harmless the CITY, its agents, officers, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise out of the SUB-RECIPIENT's performance under this Agreement, including all acts or omissions to act on the part of the SUB -RECIPIENT and any of its contractors/subcontractors, employees, agents and any person acting for or on their behalf, and 7 from and against any and all costs. attorney's fees, expenses and liability in relation to any orders, judgments or decrees which may be entered against the CITY; and all costs, expenses and liabilities incurred by the CITY in connection with the defense of any such claims or in the investigation thereof. 19. INSURANCE. At all tunes during the tern hereof, the SUB -RECIPIENT shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the SUB -RECIPIENT shall furnish to the CITY original certificates of insurance indicating that the SUB -RECIPIENT is in compliance with the provisions described in Exhibit "I" attached hereto, which by this reference is incorporated into this Agreement. • Compliance with the requirements stipulated in Exhibit "I" shall not relieve the SUB -RECIPIENT of its liability and obligations under this section or under any other section of this Agreement. • SUB -RECIPIENT shall apply and obtain any other insurance coverage that the CITY may require for the execution of the Agreement. • SUB -RECIPIENT shall indemnify, defend and hold harmless the CITY and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of SUB -RECIPIENT or its employees, agents or subcontractors. or (ii) the failure of the SUB -RECIPIENT to comply with any of the paragraphs herein or the failure of the SUB -RECIPIENT to conform to statutes. ordinances. or other regulations or requirements of any aoveiaunental authority, federal or state, in connection with the perfonnance of this Agreement. SUB - RECIPIENT expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of SUB -RECIPIENT, or any of its subcontractors, as provided above, for which the SUB-RECIPIENT's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 20. AMENDMENTS. No amendments to this Agreement shall be binding on either party, unless in writing and signed by both parties. 21. OWNERSHIP OF DOCUMENTS. All documents developed by the SUB -RECIPIENT or at its request pursuant to this Agreement shall be delivered to the CITY upon completion of the work contemplated by this Agreement, and shall become the property of the CITY, without restriction or limitation on its use. The SUB -RECIPIENT agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any documents which is given by the CITY to the SUB -RECIPIENT pursuant to this Agreement shall at all times remain the property of the CITY, and shall not be used by the SUB -RECIPIENT for any other purposes whatsoever, without the written consent of the CITY. 9 22. ANVARD OF AGREEMENT. The SUB -RECIPIENT warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement. and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, conunission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 23. NON-DELEGATABILITY. The obligations of the SUB -RECIPIENT under this Agreement shall not be delegated or assigned to any other party without the CITY's prior written consent which may be withheld by the CITY, in its sole discretion. 24. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced in accordance with Florida law. The SUB -RECIPIENT shall comply with all applicable laws, ordinances and codes of federal, state, and local governments. 25. TERMINATION OF CONTRACT. The CITY retains the right to tenninate this Agreement at any time without penalty to the CITY. In that event, the CITY shall give written notice of termination to the SUB -RECIPIENT, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, shall the CITY pay the SUB -RECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood that any payment made in accordance with this Section shall be made only if no default has occurred in the performance of this Agreement. If the SUB -RECIPIENT is in default, or if the work contemplated hereunder is not being performed in accordance with the provisions hereof, the CITY shall in no way be obligated and shall not pay to the SUB -RECIPIENT any sum whatsoever. 10 It is also understood that in accordance with 24 CFR 85.44, suspension or termination may occur if the SUB -RECIPIENT materially fails to comply with any term of this Agreement, or if the CITY deems it convenient to tenninate it. 26. GENERAL CONDITIONS. (a) All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the 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 snail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier. CITY OF MIAMI DEPARTMENT OF COMMUNITY DEVELOPMENT 444 S.W. 2ND AVENUE, 2nd Floor MIAMI, FL 33130 Rafael Hernandez Housing & Economic Development Corp. 2400 N. Miami Avenue Miami, FL 33127 (b) Title and paragraph readings are for convenient reference and are not a part of this Agreement. (c) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. (d) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. 11 (e) Should any provision, paragraph, sentence, word. or phrase contained in this Agreement be detennined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the CITY, then such supervision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terns and provisions of this Agreement shall remain unrnodified and in full force and effect. 27. INDEPENDENT CONTRACTOR. The SUB -RECIPIENT, its contractors, subcontractors, employees and agents shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY, or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Workers' Compensation benefits as employees of the CITY. 28. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 29. ASSURANCES AND CERTIFICATIONS. The SUB -RECIPIENT assures and certifies that: (a) All expenditures of the GRANT will be made in accordance with the stated budget allocation as approved by the City Commission. (b) The GRANT will not be co -mingled with any other funds and that separate bank 12 accounts and accounting records will be maintained. (c) The expenditures of the GRANT will be properly documented and such documentation will be maintained on file. (d) Periodic progress reports will be provided to the CITY as requested. (e) The SUB -RECIPIENT will be liable to the CITY for the amount of the GRANT expended in a manner inconsistent with the work approved by the City Commission. No activity under this Agreement shall involve political activities. (f) The SUB -RECIPIENT 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 SUBRECIPIENT's governing body, authorizing the execution of this Agreement, including all understandings the person identified as the official representative of the SUB -RECIPIENT to act in connection with the CITY and to provide such additional information as may be required. 30. REVERSAL OF ASSETS/RESTRICTIVE COVENANT. The CITY shall have the right to record a restrictive covenant for each one of the properties in the PROJECT to ensure compliance with the use/disposition restrictions provided for herein. 31. RECAPTURE OF FUNDS. The CITY reserves the right to recapture funds in the event that the SUB -RECIPIENT shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY at the direction of the federal, state, and local agencies. 32. ENTIRE AGREEMENT. This instrument and its attachments constitute the sole and only 13 agreement of the parties hereto relating to said GRANT and correctly set forth the tights. duties, and obligations promises. negotiations, or representations not expressly set forth in the Agreement are of no force or effect. 14 IINT WITNESS ZVHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. ATTEST: CORPORATE SECRETARY DATE ATTEST: PRISCILLA A. THOMPSON DATE CITY CLERK APPROVED AS TO INSURANCE REQUIREMENTS: Rafael Hernandez Housing & Economic Development Corp 2400 N. Miami Avenue Miami, FL 33127 a Florida not -for profit corporation I� PRESIDENT DATE (AFFIX SEAL) CITY OF MIAMI, a municipal corporation of the State of Florida BY: PEDRO G. HERNANDEZ, P.E. DATE CITY MANAGER APPROVED AS TO FORM AND CORRECTNESS: LEEANN BREHM DATE JULIE O. BRU DATE DIRECTOR, RISK MANAGEMENT CITY ATTORNEY 15