Loading...
HomeMy WebLinkAboutExhibit 1SPECIAL GRANT AGREEMENT This Special Grant Agreement ("Agreement") is made this day of , 20, by and between the City of Miami, a municipal corporation of the State of Florida ("CITY") and Accion U.S.A., Inc., a not -for -profit corporation ("SUBRECIPIENT.") RECITAL A. WHEREAS, the City Commission, by Resolution No. , adopted , allocated funds and awarded a grant to SUBRECIPIENT in the amount of $200,000.00 ("GRANT") for the purpose of providing low and moderate business owners access to loans for business purposes, and B. WHEREAS, SUBRECIPIENT and CITY wish to enter into 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: TERMS I. 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 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 provision of small business loans as more particularly described in Attachment "A" attached hereto and made part hereof. KArn it601-os-olloi 4. COMPLIANCE WITH POLICIES AND PROCEDURES. SUBRECIPIENT. covenants and agrees 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 this Agreement 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. 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 described in Attachment "A". 6. RECORDS AND REPORTS/AUDITS 6.1 CITY shall have the right to conduct audits of the SUBRECIPIENT's records and to review all documents and procedures used by the SUBRECIPIENT in providing the services. SUBRECIPIENT agrees to cooperate with the CITY in the performance of these activities. 6.2 SUBRECIPIENT must report to the City on a monthly basis the number of loans that were consummated during the month "The Monthly Performance Report", indicating whether the source of funds is from SUBRECIPIENT own funds or CDBG Funds, said report should provide: A. Number of loans made to date versus projections established in the Scope of Services; B. Average size of approved loan; C. Number of loans originated by locations; a.) City vs. Non -City of Miami b.) Loans by City Neighborhood: Little Havana, Little Haiti, Allapattah, Overtown, Flagami, Wynwood and Model City. 2 6.2 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. DISBURSEMENT OF GRANT. 7.1 CITY shall disburse the grant in eleven monthly (11) equal installments of $16,666.67 and one last installment of $16,666.63. The first disbursement under this Agreement shall be made to the SUBRECIPIENT fourteen (14) days after the Effective Date of this Agreement. Subsequent monthly installments will be disbursed approximately fourteen working days after the City receives a request for reimbursement and a monthly report of revenues and expenditures for the program. 7.2 SUBRECIPIENT must submit a progress report, The Monthly Performance Report, to the City at least fifteen (15) days prior to each Disbursement date subsequent to the initial Disbursement Dates. 8. TERM. The Effective Date of this Agreement shall be the latter of October 1, 2005 or the date on which the City Clerk attests the signature of the City Manager. This Agreement shall end on September 30, 2006. 9. REMEDIES FOR NON-COMPLIANCE. If the SUBRECIPIENT 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 SUBRECIPIENT 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) Withhold further awards for the PROJECT, or - 3 - (e) Take other remedies that may be legally advisable. 10. TERMINATION FOR CONVENIENCE. CITY may terminate this Agreement by notice to the SUBRECIPIENT at any time in its sole discretion. 11. NON-DISCRIMINATION. 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 handicapped 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, 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. 12. CONFLICT OF INTEREST. 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. SUBRECIPIENT covenants, represents and warrants that it will comply with all such conflict of interest provisions: 13. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 14. INDEMNIFICATION. SUBRECIPIENT shall indemnify and save 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 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, -4- expenses and liabilities incurred by the CITY in connection with the defense of any such claims or in the investigation thereof. 15, AMENDMENTS. No amendments to this Agreement shall be binding on either party, unless in writing and signed by both parties. 16. 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 contemplated by this Agreement, and shall become the property of the CITY, without restriction or limitation on its use. 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. It is further understood by and between the parties that any documents which is 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. 17. AWARD OF AGREEMENT. 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. 18. 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. 19. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and 5 enforced according with all applicable laws, ordinances and codes of federal, state, and local governments. 2. TERMINATION OF CONTRACT. CITY retains the right to terminate this Agreement at any time without penalty to the CITY. 21. 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 ACCION U.S.A., INC. DEPARTMENT OF COMMUNITY 111 SW 5th Ave. DEVELOPMENT Miami, FL 33130 444 S.W. 2ND AVENUE MIAMI, FL 33130 (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 rule. (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 -6- 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 terms and provisions of this Agreement shall remain unmodified and in full force and effect. 22. INDEPENDENT CONTRACTOR. SUBRECIPIENT, its contractors, subcontractors, 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 Workers' Compensation benefits as employees of the CITY. 23. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 24. ASSURANCES AND CERTIFICATIONS. SUBRECIPIENT assures and certifies that: (a) All expenditures of the GRANT will be made in accordance with the budget approved by the Department of Community Development and attached hereby as Exhibit B. (b) The GRANT will not be co -mingled with any other funds and that 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. (b) Periodic progress reports will be provided to the CITY as requested. (c) SUBRECIPIENT will be liable to the CITY for the amount of the GRANT expended in a manner inconsistent with the work approved by the Department of -7- Community Development. No activity under this Agreement shall involve political activities. (d) SUBRECIPIENT 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 SUBRECIPIENT to act in connection with the CITY and to provide such additional information as may be required. Such resolution, motion or similar action must be attached to this Agreement as Exhibit C. 25. REVERSAL OF ASSETS/RESTRICTIVE COVENANT. The CITY shall have the right to record a restrictive covenant to ensure compliance with the use/disposition restrictions provided for herein. 26. ENTIRE AGREEMENT. This instrument and its attachments constitute the sole and only agreement of the parties hereto relating to said GRANT and correctly set forth the rights, duties, and obligations promises, negotiations, or representations not expressly set forth in the Agreement are of no force or effect. 8 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. ATTEST: CORPORATE SECRETARY ATTEST: PRISCILLA A. THOMPSON CITY CLERK APPROVED AS TO INSURANCE REQUIREMENTS: ACCION U.S.A., INC. a not -for profit corporation of the State of BY: Name: Title: (AFFIX SEAL) CITY OF MIAMI, a municipal corporation of the State of Florida BY: DANIA F. CARRILLO RISK MANAGEMENT ADMINISTRATOR JOE ARRIOLA CITY MANAGER APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ CITY ATTORNEY -9