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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 ("Subrecipient"). RECITAL WHEREAS, the American Recovery and Reinvestment Act of 2009 ("Act") was signed into law on February 17, 2009; and WHEREAS, the Act provides that for grant funding under its Title XII, which is commonly referred to as the CDBG Recovery ("CDBG-R") Program, the statutory and regulatory provisions that govern the Community Development Block Grant ("CDBG") Program apply, except as described in the United States Department of Housing and Urban Development's ("HUD") Notice of Program Requirements for the Community Development Block Grant Program Funding under the American Recovery and Reinvestment Act of 2009 ("HUD Notice"); and WHEREAS, CDBG-R funding is to be used on projects that stimulate the economy through measures that modernize the Nation's infrastructure, improve energy efficiency, and expand educational opportunities and access to health care; and WHEREAS, on May 28, 2009, by Resolution Number R-09-0261, the Miami City Commission accepted a CDBG-R grant from HUD, in the amount of $2,218,946; and 1 WHEREAS, the Subrecipient is eligible to receive financial assistance to undertake activities eligible under Title XII of the Act; and WHEREAS, by Resolution No. 09- , adopted November 19, 2009, the Miami City Commission allocated or, the "Grant Funds" to the Subrecipient in the amount of $399,410 (the "Grant") for the exterior rehabilitation of the businesses located at Miami, Florida, known as (the "Project"); and WHEREAS, the Subrecipient and the City wish to enter in this Agreement to set forth the terms and conditions relating to the use of the Grant for the Project. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree to as follows: EXHIBITS EXHIBITS. Attached hereto and forming 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 Summary Exhibit D Disbursement Procedures Exhibit E Program Guidelines Exhibit F Certification Regarding Lobbying Form Exhibit G Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form) Exhibit H Crime Entity Affidavit 2 Exhibit I Insurance Requirements TERMS 1. RECITALS. The Recitals are true and correct and are hereby incorporated into this Agreement. 2. GRANT. Subject to the terms and conditions set forth herein and the Subrecipient's compliance with all of its obligations hereunder, the City hereby agrees to make available to the Subrecipient 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. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. The Subrecipient 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 Subrecipient. The Subrecipient acknowledges receipt of, and accepts, the "Policies and Procedures Manual for Community Development Block Grant Sub -recipients" ("Policies and Procedures Manual") as the document which outlines the fiscal, administrative and federal guidelines that shall regulate the day-to-day operations of the Subrecipient with regard to the Grant and the Project. The Policies and Procedures Manual is incorporated herein and made a part of this Agreement. The City of Miami reserves the right to update the Policies and Procedures ki Manual through Program Directives. Any updates to the Policies and Procedures Manual shall be incorporated into and made a part of this Agreement, and the Subrecipient shall be informed of such change in writing and provided with a copy. The Subrecipient 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 in the Policies and Procedures Manual.. Without limiting the generality of the foregoing, the Subrecipient 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, and in accordance with applicable City and regulatory policies and procedures and all applicable federal, state and/or local codes, laws, rules and regulations, provided, however, that the Subrecipient shall not assume the City's environmental responsibility for initiating the review process under Executive Order 12372,. The Subrecipient represents and warrants that it will comply with the Program Guidelines as described in Exhibit E. 5. SCOPE OF SERVICES. 5.1 The Subrecipient shall, in compliance with the terms 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 Subrecipient 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-R Program requirements. In order to enable the City 9 to comply with its record keeping and reporting requirements, the Subrecipient 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. The Subrecipient shall also comply with the reporting requirements established by HUD for CDBG-R funding, and obtain a Data Universal Numbering System number, in accordance with the requirements of the HUD Notice. 6.2 The City shall have the right to,conduct audits of the Subrecipient's records and to visit the Project in order to conduct its monitoring and evaluation activities. The Subrecipient agrees to cooperate with the City in the performance of these activities. 6.3 The Subrecipient'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 Subrecipient shall transfer to the City any Grant Funds on hand at the time of said expiration, any program income (as defined in 24 CFR Part 570) and any accounts receivable attributable to the use of the Grant. 8. REPRESENTATIONS AND WARRANTIES. The Subrecipient 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 grant Funds shall be used for the purpose for which the Grant has been awarded. 9 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-R Program requirements and for determining the adequacy of the Subrecipient's performance under this Agreement. Accordingly, the Subrecipient shall strictly comply with all of the terms and conditions of this Agreement. The City will monitor the fiscal and programmatic operations of the Project. To this end, the Subrecipient shall make available to the City, upon the City's request, all financial, operational and other documents required by the City. 10. DISBURSEMENT OF Grant. The City shall make the Grant available to the Subrecipient in an amount not to exceed $399,410, as more particularly described in Exhibit C, attached hereto and made part hereof. The Grant shall be disbursed in accordance with the provisions of Exhibit D, attached hereto and made part hereof. 11. SEPARATION OF CHURCH/STATE. As provided in 24 CFR §570.2000), CDBG-R assistance may not be used for inherently religious activities. The Subrecipient shall comply with the requirements of 24 CFR §570.2000). 12. TERM. The Term of this Agreement shall commence on terminate two (2) years from the date this Agreement is executed by both parties. and shall 13. REMEDIES FOR NON-COMPLIANCE. If the Subrecipient fails to perform any of its obligations or covenants hereunder, or 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 Subrecipient or more severe enforcement action by the awarding agency. on (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 CFR 85.43. (d) Withhold further awards for the Project. (e) Enforce any or all other available remedies. 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 Subrecipient, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, or handicap in connection with its performance under this Agreement. Furthermore, the Subrecipient represents that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, religion, national origin, age, marital status, or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under, any program or activity receiving federal financial assistance. 16. CONFLICT OF INTEREST. The Subrecipient has received copies of, and is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by the Subrecipient. The Subrecipient 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. 7 17. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for CDBG-R Program activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in applicable regulations. 18. INDEMNIFICATION. The Subrecipient shall indemnify and hold harmless the City, and its agents, officers, and employees, from and against any and all claims, liabilities, losses, and causes of action which may arise out of the Subrecipient's performance under this Agreement, including all acts or omissions to act on the part of the Subrecipient and any of its contractors/subcontractors, employees, agents and any person acting for or on their behalf, and 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 times during the Term hereof, the Subrecipient shall maintain insurance acceptable to the City. Prior to commencing any activity under this Agreement, the Subrecipient shall furnish to the City original certificates of insurance indicating that the Subrecipient 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 Subrecipient of its liability and obligations under this section or under any other section of this Agreement. E • The Subrecipient shall obtain any other insurance coverage that the City may require for the execution or during the Term of this Agreement. • The Subrecipient 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 its obligations under this Agreement which is caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of the Subrecipient or its employees, agents or subcontractors, or (ii) the failure of the Subrecipient to comply with any of the requirements hereof or the failure of the Subrecipient to fully comply with applicable statutes, ordinances, regulations or other requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. The Subrecipient expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all Liabilities arising under this Agreement which may be asserted by an employee or former employee of the Subrecipient, or any of its subcontractors. 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 Subrecipient or at its request pursuant to this Agreement shall be delivered to the City upon completion of the work 9 contemplated by this Agreement, and shall become the property of the City, without restriction or limitation on its use. The Subrecipient 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. The Subrecipient agrees that any documents which are given by the City to the Subrecipient pursuant to this Agreement shall at all times remain the property of the City, and shall not be used by the Subrecipient for any other purposes whatsoever, without the written consent of the City 22. AWARD OF AGREEMENT. The Subrecipient warrants that it has not employed or retained any person employed by the City to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the City any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 23. NON-DELEGATABILITY. The obligations of the Subrecipient 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. In its performance under this Agreement, the Subrecipient 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 terminate this Agreement at any time without penalty to the City. In that event, the City shall give written notice 10 of termination to the Subrecipient, which 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 Subrecipient an amount in excess of the amount of the Grant, as provided in section 10 of 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 Subrecipient is in default, or if the work contemplated hereunder is not being performed in accordance with the provisions hereof, the City shall not be obligated and shall not pay to the Subrecipient any sum whatsoever. 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 mail, 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 11 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. (e) Should any provision, paragraph, sentence, word, or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision, 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 terms and provisions of this Agreement shall remain unmodified and in full force and effect. (f) The Subrecipient understands and agrees that the Grant will be funded with CDBG-R Funds under the American Recovery and Reinvestment Act of 2009, and as such is subject to all statutory and HUD requirements relating to CDBG-R funding. (g) The Subrecipient must comply with the requirements of 2 CFR Part 176, as applicable. 12 27. INDEPENDENT CONTRACTOR. The Subrecipient, 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 Subrecipient agrees and certifies that: (a) All expenditures of the Grant will be made in accordance with the Budget approved by the City and attached as Exhibit C. (b) The Grant will not be co -mingled with any other funds, and separate bank 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 Subrecipient will be liable to the City for the amount of the Grant expended in a manner inconsistent with the requirements of this Agreement. No activity under this Agreement shall involve political activities. (f) The Subrecipient possesses the legal authority to enter into this Agreement. Action has been duly taken by the Subrecipient's governing body authorizing the execution 13 of this Agreement, including the appointment of the person identified as the Subrecipient's official representative, who is to act on its behalf for all matters pertaining to this Agreement and the Project.. 30. RESTRICTIVE COVENANT. The Subrecipient understands and agrees that each of the businesses being rehabilitated with the Grant Funds will be required to sign the City's form of restrictive covenant ensuring compliance with the City's use and disposition restrictions for the Grant Funds. 31. RECAPTURE OF FUNDS. The City reserves the right to recapture the Grant Funds in the event that the Subrecipient 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 entire agreement of the parties hereto relating to the Grant and sets forth the rights and duties of the parties to this Agreement. Any obligations, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date above written. ATTEST: Corporate Secretary Date ATTEST: Priscilla A. Thompson City Clerk Approved As To Insurance Requirements: Leeann Brehm Director, Risk Management Date Rafael Hernandez Housing & Economic Development Corp a Florida not -for profit corporation M. President Date City of Miami, a municipal corporation of the State of Florida BY: Pedro G. Hernandez, P.E. City Manager Approved As To Form And Correctness: Date Julie O. Bru Date City Attorney 15 Date