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HomeMy WebLinkAboutExhibit 1GRANT AGREEMENT THIS AGREEMENT is entered into this - day of May, 2007 by and between the LIBERTY CITY TRUST, ("LCT") a limited agency and instrumentality of the City of Miami, created by section 12.5-26 of the City of Miami Code with its address at 4800 N.W. 12th Avenue, Miami, FI 33127 and The Veterans Employment & Transition Services ("VETS") a Florida non -for -profit corporation, with its address at 6116 NW 7th Avenue, Miami, Fl 33150. RECITALS A. In accordance with Resolution passed and adopted on April 30, 2007, the Liberty City Trust Board awarded a Grant to VETS (the "Grant") to reimburse VETS for up to $25,000.00 as determined by the LCT in expenses associated with the Liberty City Job Recruiting and Placement Services. B. LCT and the VETS wish to enter into this Agreement to set forth the terms and conditions relating to the use of said Grant. C. The Parties further agree and understand that until the Grant is approved by the City of Miami Commission, it confers no rights on either party. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree to as follows: THE GRANT 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 VETS compliance with all of its obligations hereunder, the LCT hereby agrees to make available to VETS the Grant to be used for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used for the Liberty City Job Recruiting & Placement Services as set forth in the VETS's scope of services attached to this document and made a part of this agreement. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. VETS understands that the use of the Grant is subject to specific reporting, record keeping, administrative andcontracting guidelines and other requirements affecting the activities funded by the Grant. VETS covenants and agrees to comply, and represents and warrants to the LCT 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 hereof. Without limiting the generality of the foregoing, VETS represents and warrants that it will comply and the Grant will be used consistent with its scope of services and in accordance with all applicable federal, state and local codes, laws, rules and regulations. 5. RECORDS AND REPORTS/AUDITS AND EVALUATION. (a) VETS understands and acknowledges that the LCT must meet certain record keeping and reporting requirements with regard to the Grant. In order to enable the LCT to comply with its record keeping and reporting requirements, VETS agrees to maintain all records and comply with all requirements as described in the LCT's guidelines or as otherwise required by the LCT. (b) At the LCT's request, and' nu lacer than thirty (30) days tiLereafter, VETS shall deliver to the LCT-such written statements relating to the use of the Grant as the LCT may require. (c) The LCT shall have the right to conduct audits of VETS's records pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation activities. VETS agrees to cooperate with the LCT in the performance of these activities. (d) VETS's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the LCT of any inconsistent, incomplete or inadequate information shall be grounds for the immediate termination of this Agreement by the LCT. 6. REVERSION OF ASSETS. Upon the expiration of the term of this Agreement, VETS shall transfer to the LCT any unused Grant funds on hand at the time of such expiration. 7. REPRESENTATIONS AND WARRANTIES. VETS represents and warrants the following: (a) Project invoices shall be submitted to the LCT for review. 8. DISBURSEMENT OF GRANT. The LCT shall make available to VETS up to Five thousand dollars ($5,000.00) for Administrative Expenses. Additional payments will be made only after receipt of project specific invoices and verification of acceptable work product. Page 2 of 8 9. TERM. The term of this Agreement shall commence on the date it is fully executed by all parties and shall terminate upon the earlier of: i) full disbursement of Twenty Five Thousand Dollars ($25,000.00), ii) the expiration of one year, or iii) earlier termination as provided for herein. Provided, however, that all rights of the LCT to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees and costs shall survive the expiration or earlier termination of this agreement. 10. REMEDIES FOR NON-COMPLIANCE. If VETS materially fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained herein, then the LCT shall have the right to take one or more of the following actions: (a) Withhold cash payments, pending correction of the deficiency by VETS, (b) Recover payments made to VETS (c) Disallow (that is, deny the use of the Grant for) all or part of the cost for the activity or action not in compliance, (d) Withhold further awards fdr the Project, or (e) Take such other remedies that may be legally permitted. 11. NON-DISCRIMINATION. VETS, 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, VETS 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 financial assistance pursuant to this Agreement. 12. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for Project activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 13. CERTIFICATIONS RELATING TO THE GRANT. VETS certifies that: (a) All expenditures of the Grant will be made in accordance with the provisions of this Agreement. Page 3 of 8 (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 LCT as requested. (e) VETS will be liable to the LCT for the amount of the Grant expended in a manner inconsistent with this Agreement. No activity under this Agreement shall involve political activities. 14. DEFAULT. If VETS fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then VETS shall be in default. Upon the occurrence of a default hereunder the LCT, in adcl;ciort to all remedies available to it by law, may immediately, upon written notice to VETS, terminate this Agreement whereupon all payments, advances, or other compensation paid by the LCT to VETS while VETS was in default shall be immediately returned to the LCT. VETS understands and agrees that termination of this Agreement under this section shall not release VETS from any obligation accruing prior to the effective date of termination. Should VETS be unable or unwilling to commence to perform the services within the time provided or contemplated herein, then, in addition to the foregoing, VETS shall be liable to the LCT for all expenses incurred by the LCT in preparation arid negotiation of this Agreement, as well as all costs and expenses incurred by the LCT, including consequential and incidental damages. GENERAL PROVISIONS 15. LIABILITY OF THE LCT. Neither the LCT nor any principal of the LCT, whether disclosed or undisclosed, shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the LCT under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 16. INDEMNIFICATION OF THE LCT. VETS will protect, indemnify and hold harmless the LCT and its agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in connection with loss of life, personal injury or damage to property arising out of this Agreement, except to the extent such loss, injury or damage was caused by the gross negligence of the LCT or its agents. In case any action or proceeding is brought against the LCT and/ or its agents by reason of the foregoing, VETS, at its expense, shall resist and defend such action or proceeding, or cause the same to be resisted and defended by Page 4 of 8 counsel (reasonably acceptable to the LCT and its agents). VETS's obligations pursuant to this Section shall survive the expiration or termination of this Agreement. 17. INTERPRETATION. (a) Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. (b) Entire Agreement. This instrument and attachments constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the LCT and VETS relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the.singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. (c) Construction. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction, that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. (d) Covenants. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. 18. AMENDMENTS. ,No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 19. OWNERSHIP OF DOCUMENTS. Upon request all documents developed by VETS or at its request pursuant to this Agreement shall be delivered to the LCT upon completion of this Agreement, and may be used by the LCT, without restriction or limitation. VETS 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. Page 5 of 8 It is further understood by and between the parties that any documents which is given by the LCT to VETS pursuant to this Agreement shall at all times remain the property of the LCT, and shall not be used by VETS for any other purposes whatsoever, without the written consent of the LCT. 20. AWARD OF AGREEMENT. VETS warrants that it has not employed or retained any person employed by the LCT to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the LCT any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. In furtherance thereof, Vets has executed a City of Miami disclosure from and it is made apart of this agreement. 21. NON-DELEGATABILITY. The obligations of VETS under this Agreement shall not be delegated or assigned to any other party without the LCT's prior written consent which may be withheld by the LCT, in its sole discretion. 22. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced in accordance with Florida law. 23. TERMINATION OF CONTRACT. The LCT retains the right to terminate this Agreement at any time without penalty to the LCT. In that event, the LCT shall give five days written notice of termination to VETS. 24. 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. Liberty City Community Revitalization Trust 4800 NW 12th Ave. Miami, FL 33127 Attn: Elaine Black, Executive Director Veterans Employment & Transition Services 6116 NW 7th Ave. Miami, FL 33127 Attn: Charles L. Cutler, Chief Executive Officer Page 6 of 8 . n Y n n T ll T +1171 cnfr.( in'frl fIIYC AO'rpPin nf. f[nr Witnesses: By: Print Name: By: Print Name: Veterans Employment & Transition Services, a Florida not -for -profit corporation ("VETS") Charles L. Cutler Chief Executive Officer Liberty City Community Revitalization Trust, a limited agency and instrumentality of the City of Miami ("LCT") By: E1aie Black Executive Director Page 8 of 8 APPROVED AS TO FORM AND CORRECTNESS: orge L. Fernandez ity Attorney