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HomeMy WebLinkAboutexhibit 1CITY OF MIAMI, FLORIDA DEPARTMENT OF PARKS AND RECREATION THIS AGREEMENT entered into this day of . 20 , but effective as of the commencement of the term of this Agreement. between the City of Miami. a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY"), and Foundation of Community Assistance and Leadership, Inc. a Florida not for profit corporation, (hereinafter referred to as the ("GRANTEE"). FUNDING SOURCE: TERM OF AGREEMENT: October 1. 2003 to September 30. 2004 AMOUNT: $1 15,452 PURPOSE: Youth Development and Educational Program EXECUTIVE DIRECTOR: David Chiverton ADDRESS: P.O. Box 370036, Miami. Florida 33137 TELEPHONE NO: (305) — 343-5666 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I 1.0 BASIC REQUIREMENTS As a necessary part of this Agreement, the following documents must be approved by the City prior to its execution, and must be on file with the City of Miami's Department of Parks and Recreation (hereinafter referred to as "PARKS"). 1.1 Corporate Resolution authorizing execution of this Agreement. 1.7) The Work Program submitted by the GRANTEE to the CITY. (ATTACHMENT I) 1.3 Budget Summary, to include: completion of GRANTEE'S Program/Line-hem Budget Expenditure Justification. (ATTACHMENT 11) Total Actual and Projected Funds Disclosure, and Staff Salaries Schedule (on forms supplied by the CITY):; budget for program -generated revenues; copies of all subcontracts and/or management services Agreements funded in whole or in part under this Agreement. 1.4 Certificate of Insurance which reflects GRANTEE'S current liability insurance. naming the CITY as primary or additional insured as determined by the Risk Management Department of the CITY; current Workers' Compensation Insurance; current Fidelity Bond (applicable for all persons who are authorized to receive and disburse funds under this Agreement); flood insurance coverage if applicable; and other coverage as deemed necessary, if applicable (i.e., automobile insurance). 1.5 GRANTEE Corporate Seal (to be fixed to Signatory Page, and Corporate Resolution), 1.6 Copy of GRANTEE Articles of Incorporation, Charter and Bylaws and amendments thereto, if any, certified by GRANTEE secretary to be current, complete, and correct.. 1.7 List of Present Principal Governing Board Officers and Members of the Board (names. addresses, and telephone numbers). ARTICLE II 2.1 PROJECT PUBLICITY GRANTEE shall abide by affirmative action regulations in informing residents of the geographical area to be served hereunder and of the services to be offered by utilizing any available means for advertisement, as necessary for promotional activities undertaken by GRANTEE. All literature, advertising. publicity or promotion regarding GRANTEE's activities will be submitted to CITY for review and approval prior to release or distribution. No press conference shall be scheduled without written notice to CITY. 2.2 MINORITY PROCUREMENT COMPLIANCE CLAUSE GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.3 PURCHASING AND INVENTORY GRANTEE shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three bids for the purchase of capital equipment. The three bids shall accompany all requests for payment. Grantee shall be responsible to C1TY for any damage or destruction of all non -expendable property acquired for the program with C1TY funding (non -expendable property being properties which shall not be consumed or lose identity). GRANTEE shall be responsible to CITY for any damage or destruction and shall reimburse CITY for such damage or destruction. GRANTEE: shall establish and maintain a property control system and shall 3 be responsible for maintaining a current inventory on all capital items purchased with CITY funds. All capital expenditures over S50.00 must be approved by CITY prior to purchase. All items purchased remain the property of CITY and are to be inventoried as such, which shall include a property record listing the description, model, serial number, date of acquisition, and cost, Such property shall be inventoried semi-annually, and an inventory report submitted to CITY. GRANTEE shall permit CITY staff access to the premises where property is kept for the purpose of performing inventory monitoring functions. GRANTEE shall not dispose of real or personal property purchased with CITY funds through sale, loan, or relocation without receiving prior written approval of the City Manager. 2.4 SU [CONTRACTS GRANTEE agrees to give advance written notification to the CITY of any subcontract. None of the services covered by this Agreement shall be subcontracted \without the prior written ;Approval of CITY. Any work or services sub -contracted hereunder shall be subject to the terms and conditions of this Agreement. Proper documentation in accordance with the PARKS and CITY guidelines and directives must be submitted to and approved by the DEPARTMENT prior to the execution of any subcontract. The advance notification process shall include the following: A. Identification of the subcontractor and services to be provided. B. The proposed subcontract, together with a complete and accurate breakdown of the price on a component -by -component basis, and all bid documents. C. Identification of the type of subcontract to be used. D. Summary of actions taken to select the subcontractor. 4 Nothing contained herein shall create any contractual relationship between CITY and any subcontractor working for GRANTEE. ARTICLE IIl 3.0 PROCEDURES 3.1 TIME OF PERFORMANCE The term of this Agreement shall be from October 1, 2003 to September 30, 2004. The City shall have the option to extend this Agreement for a one (1) year period subject to the approval of the City Manager or his designee. 3.2 CITY AUTHORIZATION For the purpose of this Agreement. PARKS shall act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 3.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto, relating to said grant and correctly sets the rights, duties, and obligations of each to the other, as of this date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Furthermore, 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 or the City of Miami, such provision, paragraph, sentence, words 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. then 5 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. 3.4 OBLIGATION OF GRANTEE The GRANTEE shall carry out the services as prescribed in its Work Program (which by this reference is incorporated herein and made a part of this Agreement as Attachment I) in a lawful, and proper manner, satisfactory to the CITY, in accordance with the requirements as prescribed in this Agreement. 3.5 NON-DISCRIMINATION The GRANTEE 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, GRANTEE agrees 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 subject to discrimination under any program or activity receiving federal financial assistance. 3.6 BONDING AND INSURANCE At all times during the term thereof, GRANTEE shall maintain insurance and bonding coverages acceptable to the C1TY's Risk Management Department. Prior to commencing any activity under this Agreement, the GRANTEE shall furnish to the CITY original certificates of insurance and bonding indicating that the GRANTEE is in compliance with the provisions of this article. GRANTEE shall provide the following coverages: (a) Insurance coverage that reflects sound business practices acceptable to the C1TY's Risk Management Department and that requires the insurance carrier to give the 6 CITY at least 14 days previous notice of termination, cancellation or expiration of insurance policy. (b) Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to, or greater than the amount of the CITY grant. City shall be named as Loss Payee. (c) Current liability insurance shall be in amount of not less than S500,000.00 General Aggregate, which shall include fire liability. CITY shall be named as Primary Additional Insured, and there shall be no exclusions in such policies to override the CITY coverage. (d) GRANTEE shall provide the CITY with proof of Automobile Liability Coverage in an amount of not less than S300,000.00 for each driver, Bodily Injury and Property Damage combined, if GRANTEE is to be reimbursed for mileage by the CITY. (e) The GRANTEE shall obtain Workers' Compensation and Employers' Liability coverage as per statutory requirements. Compliance with the foregoing requirements shall not relieve the GRANTEE of its liability and obligations under this section, or under any other section of this Agreement. 3.7 LEVEL OF SERVICE Should start-up time for a program be required or any delays in service occur, PARKS is to be notified in writing immediately, giving all pertinent details and indicating when service shall begin, and/or continue. It is understood and agreed that the level of services, activities, and expenditures by the GRANTEE, in existence prior to the initiation of services hereunder, shall be continued and shall not be reduced in any way, as a result of this .Agreement. Programs funded through this Agreement shall not result in the 7 displacement of employed workers, impair existing contracts for services, or result in the substitution of funds allocated under this Agreement, for other funds in connection with work which would have been performed in the absence of this Agreement. 3.8 REPORTS, AUDITS AND EVALUATIONS At the request of CITY, GRANTEE shall transmit to CITY, written statements of GRANTEE official policy on specified issues relating to GRANTEE activities. The GRANTEE shall submit quarterly progress reports, schedules, and any other reports and documentation as the CIi'Y deems necessary, and \which will reflect the status of objectives and program activities accomplished thus far, in addition to budget changes and costs expended during the reporting period. GRANTEE shall ensure the cooperation of its employees and Board members in such efforts. The CITY staff may conduct monitoring visits monthly. quarterly, or at random at anytime. Any inconsistent, incomplete, or inadequate information either received by the CITY, or obtained through monitoring and evaluation by the CITY, shall constitute good cause for the CITY to terminate this Agreement at any time thereafter, The City requires that the GRANTEE submit an annual audit no later than sixty (60) days after the expiration of this Agreement. ARTICLE IV 4.0 FUNDING 4.1 COMPENSATION A. CITY shall pay GRANTEE, S115,452 as maximum compensation for the services provided, including expenses incurred during the term of this Agreement. Expenses shall be reimbursed provided they are made in accordance with the schedule set 8 forth in the budget. which is attached hereto, and made a part hereof, as Attachment B. During the term hereof, and for a period of 3 years following the date of the last payment made hereunder, CITY shall have the right to review and audit the time records, and related records of GRANTEE, pertaining to payments by CITY. C. All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget. Such written request shall contain a statement declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made, and all invoices are required to be paid by GRANTEE prior to submission. All reimbursements must be in line -item form, and be in accord with this Agreement. All expenditures must be verified by original invoice. with a copy of the check which was issued to pay that specific invoice. Within 60 days of invoice payment. copies of the canceled checks must be submitted. In the event that an invoice is paid by various funding sources. a copy of the invoice may be submitted, but must indicate the exact amount paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line -item in the budget. Two (2) requests for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made on or before 30 days prior to the end of the term of the Agreement. D. Requests for payment should be made on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar clays alter the indebtedness has been incurred. Failure to comply may result in the rejection for 9 repayment of those invoices within the reimbursement package, which do not meet this requirement. E. GRANTEE must submit the final request for payment to the CITY within thirty f 30) calendar days following the expiration or termination date of this Agreement. If the GRANTEE fails to comply with this requirement. all rights to payment will be forfeited, and the CITY shall not honor any request submitted after the aforesaid period, F. Any payment due under this Agreement may be withheld, pending the receipt and approval by the CITY, of all reports due from the GRANTEE as part of this contract, and any modifications thereto. G. In order to fund the operations of the park on a timely basis, upon execution of this Agreement and with a written request from GRANTEE, CITY may advance l;' 12.th of the appropriated funds to GRANTEE. The advance shall be justified and recovered as follows: ten (10) equal monthly installments commencing in the third month of this Agreement and continuing through the twelfth month of this Agreement. Funds shall not be advanced by the CITY if the GRANTEE is in default under this A4Ltreement. �? FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of GRANTEE at any time during the performance of this Agreement, and for a period of three years after final payment is made under this Agreement. GRANTEE agrees to provide all financial and other applicable records and documentation of services to CITY. Any payment made shall be subject to reduction for amount included in the related invoice which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made 10 to GRANTEE are subject to reduction for overpayments on previously submitted invoices. 4.3 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the GRANTEE shall fail (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by CITY. at the direction of the federal. state, and local agencies. 4.4 RELOCATION, ACQUISITION AND DISPLACEMENT The GRANTEE agrees to comply with City of Miami Ordinances and Resolutions, and City policies in relation to the acquisition and disposition of real property utilizing grant funds, and to the displacement of persons, businesses, non-profit organizations occurring as a direct result of any acquisition. or real property utilizing grant funds. 4.5 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds, and continued authorization for program activities. and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. ARTICLE V 5.0 GENERAL REQUIREMENTS 5.1 INDEMNIFICATION GRANTEE shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively refereed 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 as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any of any property arising out of. resulting from, or in connection with (i) the performance or non- 11 performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of GRANTEE or its employees, agents or subcontractors (collectively referred to as ("GRANTEE") regardless of whether, it is, or is alleged to be. caused in whole or in part (whether joint. concurrent or contributing) by any act. omission, default or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the GRANTEE to comply with any of the paragraphs " herein or the failure of the GRANTEE to conform to statutes, ordinances or other regulations or requirements of any governmental authority. federal or state, in connection with the performance of this Agreement. GRANTEE 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 GRANTEE, or any of its subcontractors, as provided above. for which the GRANTEE'S liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. GRANTEE further agrees to indemnify. defend and hold harmless the indemnities from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to GRANTEE performance hereunder, compliance with which ►s left by this Agreement to the GRANTEE, and (ii) any and all claims, liens and/or suits for labor and materials furnished by the GRANTEE or utilized in the performance of this contract or otherwise. Where not specifically prohibited by law, GRANTEE further specifically agrees to indemnify, defend and hold harmless the indemnities from all claims and suits For any liability, including, but nut limited to, injury. death. or damage to any person or property w'hatsocver, cause by, arising from. incident 12 to, connected with or growing out of the performance or non-performance of this awreernent which is, or is alleged to be, caused in part (whether joint, concurrent or contributing) or in whole by any act, omission, default, or negligence (whether active or passive) of the Indemnities. The foregoing indemnity shall also include liability imposed by any doctrine of strict liability. 5.2 AMENDMENTS No amendments to this Agreement shall be binding on either party, unless in writing, and signed by both parties. 5.3 OWNERSHIP OF DOCUMENTS All documents developed by GRANTEE under this Agreement shall be delivered to CITY upon the completion of the services required pursuant to this Agreement, and shall become the property of CITY, without restriction or limitation on its use. GRANTEE agrees that all documents maintained and generated pursuant to this relationship between CITY and GRANTEE, shall be subject to all Public Records Law, Chapter,l 19, Florida Statutes. It is further understood by and between the parties that any document which is given by CITY to GRANTEE pursuant to this Agreement shall at all time remain the property of CITY and shall not be used by GRANTEE for any other purposes whatsoever, without the written consent of CITY. 5.4 AWARD OF AGREEMENT GRANTEE 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 or any kind, contingent upon or resulting from the award of this Agreement. 13 5.5 NON-DELEGABILITY The obligations undertaken by the GRANTEE pursuant to this Agreement shall not.be delegated or assigned to any other person, or firm, in whole or in part, without CITY's prior written consent which may be granted or withheld in CITY's sole discretion. 5.6 CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to. the laws of the State of Florida. 5.7 CONFLICT OF INTEREST The GRANTEE covenants that no person under its employ who presently exercise any functions or responsibilities in connection with these funded activities, has any personal financial interest, direct or indirect, in this Agreement. The GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of the GRANTEE or its employees, must be disclosed in writing to the CITY. GRANTEE is aware of the conflict of interest laws of the City of Miami (City of Miami Code, Chapter 2, Article V). Dade County, Florida (Dade County Code, Section 201 1-. I ), and the State of Florida, and agrees that it shall fully comply in all respects, with the terms of said laws. 5.S OBLIGATION TO RENEW Upon expiration of the term of this Agreement, GRANTEE agrees and understands that CITY has no obligation to renew this Agreement. 5.9 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at any time prior to the completion of the services required under this Agreement, without pcna ty to the CITY. In that event. 14 the CITY shall give written notice of termination to GRANTEE, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall CITY pay GRANTEE an amount in excess of the total sum provided by this Agreement. It is hereby understood by, and between CITY and. GRANTEE, that any payment made in accordance With this Section to GRANTEE shall be made only if said GRANTEE is not in default under the terms of this Agreement. IF GRANTEE is in default, then CITY shall in no way be obligated, and shall not pay to GRANT any sum whatsoever. 5.10 REMEDIES FOR NONCOMPLIANCE. If GRANTEE materially fails to comply with any term of an award and an agreement, the CITY may take one or more of the following courses of actions: (1) Temporarily WithhGld cash payments, pending correction of the deficiency by the GRANTEE, or more severe enforcement action by CITY. (2) Disallow (that is, deny both use of funds and matching credit for) all. or part of the cost of the activity or action not in compliance. (3) Wholly, or partly suspend or terminate the current award for the GRANTEE program. (4) Withhold further awards for the program. or (5) Take other remedies that may be legally available. 5.11 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 other party at the address indicated herein, or as the 15 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 MIAM1 City Manager 3500 Pan American Drive Miami. FL 33133 GRANTEE Foundation of Community and Leadership. Inc. P.O. Box 370036 Miami, Florida 33137 B. Title and paragraph headings 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 control. 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, or the City of Miami. such provisions, paragraphs, sentences, words, or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then 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. 16 5.12 1NDEPFNDENT CONTRACTOR GRANTEE and its 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 Worker's Compensation benefits and an employee of the CITY. 5.13 .SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives. successors, and assigns. 17 ARTICLE VI 6.0 GRANTEE CERTIFICATIONS GRANTEE certifies that: It possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed, as an official act of the GRANTEE governing body, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the GRANTEE, to act in connection with the Agreement, and to provide such additional information as may be required. 18 CITY CLERK'S OFFICE ATTEST: IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. CITY OF MIAMI, a Municipal Corporation of Florida ATTEST: PRISC.ILLA A. THOMPSON. CITY CLERK JOE ARR[OLA CITY MANAGER AGENCY NAME FOUNDATION OF COMMUNITY ASSISTANCE AND LEADERSHIP, INC. `CORPORATE SECRETARY PRESI ' " NT APPROVED AS TO INSURANCE REQUIREMENTS: RISK MANAGEMENT ADMINISTRATOR CORPORATE SEAL APPROVED AS TO FORM AND CORRECTNESS: ALEJANDRO VILARELLO CITY ATTORNEY 19 CORPORATE RESOLUTION WHEREAS, and the Foundation of Community Assistance and Leadership, Inc. desires to enter into an agreement with the City of Miami; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporations; • NOW, THEREFORE. I3E IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon terms contained in the proposed contract to which this resolution is attached. DATED this / / 'CORPORATE SECRETARY (CORPORATE SEAL) .20 . 20