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HomeMy WebLinkAboutGrant Agreement"1 HE CJTV' OF MI.tMI GRANT AGREEMENT This Agreement is made and entered into this day of f j e.4 , 1998, by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as the CITY, and Association for the Development of the Exceptional, Inc., a Florida not for profit corporation, hereinafter referred to as the GRANTEE. FUNDING SOURCE: 24`h Year Community Development Block Grant Funds AMOUNT: S50,000.00 VENDOR NUMBER: 016675 TAX IDENTIFICATION NUMBER: RECITAL: WHEREAS, the City Commission adopted_ Resolution No. 98-402.1, on- April -14,- 1998, which allocated $50,000.00 of 24' Year Community Development Block Grant funds to GRANTEE for the renovation of its facility located at 2801 North Miami Avenue, Miami, Florida 33127. WHEREAS, the scope of work and services to be performed under this Agreement will be attached and made part hereof as composite Exhibit "A" and GRANTEE shall submit such documents within sixty (60) days of the date hereof to the CITY; and NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations herein contained, the parties hereto agree as follows: ARTICLE 1 Definitions 1.1 For the purposes of this agreement, the following terms shall be defined as set forth below. I.2 "CITY" shall mean the City of Miami, a Florida municipal corporation located in Dade County, Florida. 1.3 "GRANTEE" shall mean the Association for the Development of the Exceptional, Inc., a Florida not for profit corporation. 1.4 "DEPARTMENT" shall mean the City of Miami Department of Community Development. 1.5 The "Project" shall mean for the renovation of its facility at 2801 North Miami Avenue, Miami. Florida 33127. 1.6 "Grant" shall mean those monies advanced to GRANTEE by the CITY in connection with the Project and pursuant to the terms and conditions of this Agreement. ARTICLE II Authorization 2.1 CITY hereby authorizes a Grant to GRANTEE in the amount of Fiftv Thousand Dollars ($50,000.00) of 24`h Year Community Development Block Grant Funds for the renovation of its facility at 2801 North Miami Avenue. Miami. Florida 33127. 2.2 CITY shall approve all reasonable and necessary funding commitments within the allocation of Fiftv Thousand Dollars ($50,000.00) grant for the Project, which approval shall not be unreasonably withheld, subject, however, to the limitations set forth in 8.1. herein. ARTICLE III Supervision 3.1 For the purpose of this Agreement, the City of ]Miami Department of Community Development (hereinafter the "DEPARTMENT") will act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. ARTICLE IV Terre 4.1 The term of this Agreement shall commence upon execution by the City Manager and shall terminate 365 days thereafter. ARTICLE V Funding 5.1 The Grant shall be in the amount not to exceed $50,000.00 for the renovation of its facility. 5.2 GRANTEE hereby agrees to pay Documentary Stamps, Intangible Taxes, Recording Fees, Licenses, and any other miscellaneous costs generated in relation to the Grant, including the purchase of various required title and general liability insurance policies. 5.3 (SCOPE OF SERVICES) Project provides for the renovation of its facility. 5.4 GRANTEE warrants that it will obtain 'di its own cost and expense, all federal, state and local governmental approvals, licenses, permits and reviews required by law. 5.5 In accordance with the Davis -Bacon Act, as amended, prevailing wage rates must be applied to ail construction cr other labor covered by this Grant. 5.6 Upon execution of this Agreement, all payments (advances and reimbursements) shall be made to the GRANTEE for costs incurred in the Project upon submission of a written request to the CITY. The CITY will disburse funds to GRANTEE upon approval and processing of this request. The request for funds must include original invoices for all costs to be paid by the CITY Grant. In the event that an invoice is paid by various funding sources, a copy of the invoice may be submitted but the GRANTEE must indicate the exact amount paid by each funding source, and the total paid by all sources must equal the total of the invoice. The request for funds shall be considered for payment only when the work relating to each invoice has been fully completed and all applicable permits, licenses and inspections, as required, have been satisfied. All payments shall be for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -item Budget, attached herein as Exhibit II. Such written request shall contain a statement declaring and affirming that all costs incurred 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. Within 60 days of submitting a request for payment, copies of the canceled checks to pay each invoice shall be submitted to the CITY. 5.7 Upon sale of the property located at 2801 North Miami Avenue. Miami, Florida 33127, GRANTEE will repay the CITY the Fifty Thousand Dollars (S50.000.O0) grant. 5.8 The CITY's advance of any of this funding is subject to the following conditions: (1) evidence that the site is taken by the GRANTEE free of all liens and encumbrances; (2) GRANTEE's title insurance, including the CITY as a named insured to the extent of all CITY funding; (3) evidence of GRANTEE's ability to operate a residential substance abuse treatment center. ARTICLE VI Reporting 6.1 GRANTEE shall provide the CITY on or before the last weekday date of each month with a monthly report of all Project activities, including a narrative summary of progress. The report shall include Project activities funded through the City Grant and all other funding sources. 6.2 GRANTEE shall provide the CITY a monthly financial statement showing all expenditures appropriate to the Project and a final expenditure report within 30 days . ......_.......... . after all funds have been released to the GRANTEE. 6.3 GRANTEE shall provide the CITY with a monthly Employment Utilization Report on U.S. Department of Labor Form CC-257. The reports shall be due monthly on or before the last weekday date of each month and shall continue until the Project is completed. 6.4 GRANTEE shall provide the CITY' with additional program information as is reasonably needed by the CITY. 6.5 GRANTEE shall (i) keep and maintain books, records, and other documents relating directly to the receipt and disbursement of CITY funds; and (ii) permit any duly authorized representative of the United States Department of housing and Urban Development, Comptroller General of the United States, State of Florida, or the CITY, at all reasonable limes, have complete access to and the right to inspect, copy, audit and examine all such books, records an other documents of such GRANTEE at a location within Dade County specified by the City or other requesting party until the completion of all close-out procedures respecting this Agreement, and the final settlement and conclusion of all ssues arising out of this Agreement. 6.6 GRANTEE agrees that any duly authorized representative of City shall, at all reasonable times, have access to any portion of the Project site. 6.7 No later than 60 days following the end of each Community Development fiscal year (June 16-June 15) during the existence of the Grant, GRANTEE shall deliver its incomelexpense statement for that year in certificate form signed by a Certified Public Accountant. ARTICLE VII Indemnification 7.1 GRANTEE shall indemnify and save CITY harniless from and against any and all claims, liabilities, actions, losses, and causes of action which may arise out of GRANTEE's activities under this Agreement, including all other acts or omissions to act on the part of GRANTEE, including any of its agents, servants, employees, or person acting for or on its behalf; from and against any relevant orders, judgments, or decrees which may be entered against the CITY; and from and against all costs, damages, attorney's fees, expenses, interest, penalties and liabilities incurred by the CITY in the defense of any such claims or in the investigation thereof. Ten 6 ($10.00) dollars of this Grant is independent and separate consideration for the receipt of this indemnity'. 7.2 GRANTEE further agrees that under no circumstances will the CITY, its officers, and employees be held liable for any claim for payment of money or claims for debt associated with the Project, legal operation of projects operated by the GRANTEE and maintenance of the facility upon completion. ARTICLE VIII Contingency Clause 8.1 Funding for this Agreement is contingent on the availability of funds and continued authorization of the Grant, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. ARTICLE IX Recapture of Funds 9.1 CITY shall reserve the right to -recapture funds with interest costs and a reasonable attomey's fees for counsel for the CITY when the GRANTEE shall fail (i) to substantially 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 or (iii) if the CITY must institute and/or defend legal or administrative proceedings or claims arising out of subsections (i) or (ii) herein, or any other breach or default by the GRANTEE. GRANTEE agrees to pay such reasonable attorneys fees and costs in the event the recapture of funds is claimed. .ARTICLE X Nondiscrimination 10.1 GRANTEE agrees that it shall not discriminate as to race, co!or, religion, sex, national origin, age, handicap or marital status in connection with its performance under this agreement. 10.2 Furthermore, that no otherwise qualified individual shall solely, by reason of his/her race, sex, color, creed, national origin, or handicap, he excluded from the participation of this program, or be subjected to discrimination by the GRANTEE. ARTICLE XI Minority Procurement Compliance Clause 11.1 GRANTEE acknowledges that it has been furnished a copy of Ordinance No. 10538, the Minority Procurement Ordinance of the CITY, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. ARTICLE XII Conflict of Interest 12.1 GRANTEE covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interest, direct or indirect, in this Agreement. GRANTEE further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interest on the part of GRANTEE or its employees must be disclosed in writing to the CITY. GRANTEE is aware of the conflict of interest laws of the CITY (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1), and the State of Florida. and agree that it will fully comply in all respects with the terms of said laws. ARTICLE XIII Compliance with Federal, State and Local Laws 13.1 Both parties shall comply with all applicable laws, ordinances, rules, regulations and codes of federal, state and local governments. ARTICLE XIV Amendments 14.1 No amendments to this Agreement shall be binding on either party unless in writing and signed by the duly authorized officers of both parties. ARTICLE XV Agreement Documents 15.1 All of the documents hereinafter listed relative to this Grant and/or Project form the Agreement and they are as fully a part of the Agreement, as if hereto attached or repeated in this Agreement: Advertisement for Bids or Request for Proposals Proposal Bid Bond Contracts including without limitation: Construction, Architecture, Engineering, and Landscape Architecture Performance Bond Maintenance Performance Bond Instructions to Bidders Specifications Fidelity Bond Addenda 15.2 GRANTEE agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and GRANTEE 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 or things which are given by CITY to GRANTEE pursuant to this Agreement shall at all times remain the property of CITY, and shall not be used by GRANTEE for any other purposes whatsoever without the v,Titten consent of CITY and shall be returned to the CITY upon request. ARTICLE XVI Award of Agreement 16.1 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 of any kind contingent upon or resulting from the award of this Agreement. I() ARTICLE X`'II Non-Delega bility 17.1 The obligations undertaken by the GRANTEE pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY by and through an authorized officer of the DEPARTMENT shall first consent in writing to the performance or assignrent of such services or any part thereof by another person or firm. CITY reserves the right to refuse delegation or assignment of the rights and obligations of this Agreement without cause or justification. , ADMINISTRATOR ARTICLE XVIII Construction of Agreement 18.1 This Agreement shall be construed and enforced according to the laws of the State of Florida. ARTICLE XIX General Conditions 19.1 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 same may be changed from time to time. Such notice shall he 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. The CITY will be notified in writing within 10 days of any change of address of the GRANTEE. I iTY OF i 11AM1 Donald H. Warshaw City Manager Attention: Gwendolyn C. Warren Director Department of Community Development 444 S.W. 2"d Avenue, 2°d Floor Miami, Florida 33130 GRANTEE Association for the Development of the Exceptional, Inc. Attn.: Michael S. Faine Executive Director 2801 North Miami Avenue Miami, Florida 33127 19.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 19.3 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. 19.4 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. 19.5 Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the United States, State of Florida, Dade County, 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 modified to the extent necessary in order to conform \ ith 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 operative force and effect. 19.6 GRANTEE shall pay, prior to delinq:.enc), all taxes, assessments and Ither governmental charges that may be laid of levied upon GRANTEE. GRANTEE shall at all times in the operation and maintenance of the Project contemplated under this Agreement, abide by the laws enacted or promulgated by federal, state, county, city or other governmental bodies or departments or officers thereof, including the City Charter, zoning ordinances and the Municipal Code of the CITY and directives of the City Manager. ARTICLE XX Independent Contractor 20.1 GRANTEE and its employees and agents shall be deemed to be independent contractors and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY or any rights generally afforded classified or unclassified employees; further they shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. 20.2 Nothing contained in this Agreement, nor any act of the CITY. or any of the parties, shall be deemed or construed by any of the parties, or third persons, to create any relationship of third -party beneficiary, principal and agent, limited or general partnership, or joint venture, or of any association or relationship involving the CITY as a partner, joint venturer or business affiliate or associate. 13 ARTICLE XXI Insurance 21.1 GRANTEE agrees in maintain Builder's Risk Insurance and a comprehensive policy of liability, theft and property damage insurance, the limits of such insurance to be determined by the CITY's Insurance Coordinator, Miami, Florida, (305)579-6058. CITY shall be listed on all policies as an additional insured. A certificate evidencing such insurance coverage, attached herein as Exhibit V, shall be filed with the CITY's Insurance Coordinator prior to the commencement of performance under this Agreement. The insurance required by virtue of this Agreement must be written by a company or companies rated at least A as to management, and at least Class X as to financial strength in the latest edition of the Best's Insurance Guide, and who have a Florida resident agent. At least 30 days prior to the expiration of such a policy, a certificate showing that such Insurance coverage has been renewed shall he filed with the CITY's Risk Manager. Such certificates shall provide that such insurance coverage will not be canceled without thirty (30) days prior written notice. GRANTEE shall notify the CITY immediately upon receipt of an insurance cancellation notice. ARTICLE XXII Amendments and Assignability 22.1 CITY and GRANTEE may, at their discretion, amend this Agreement at any time to conform with any facts which may require such amendment. Amendments, if so required, shall be attached hereto in writing and signed by all duly authorized representatives of each party. 1.1 22.2 This Agreement is not assignable by either party without the written approval of the other party in the form of an amendment hereto, which consent may be unreasonably withheld. ARTICLE Xh:III Successors and Assigns 23.1 This Agreement shall be binding upon the parties herein, their heirs, administrators, personal and legal representatives, successors, and assigns. ARTICLE XXIV Default and Remedies 24.1 A default shall consist of a substantial breach of any covenant, agreement, provision, or warranty entered into between the CITY and GRANTEE relating to the Project or Grant. 24.2 For purposes of this Agreement, a breach shall include but not be limited to an increase to any time for performance by GRANTEE by more than thirty (30) days, without prior written approval of the CITY. 24.3 If the GRANTEE defaults on its obligations as contained in this Agreement, the CITY may refuse to advance additional CITY funds to GRANTEE at any time upon written notice to GRANTEE. If said default is not cured within thirty (30) consecutive days from notice of such default, the CITY may continue such suspension or, by delivery of written notice, terminate this Agreement. 24.4 If a default occurs, the CITY may at any time or from time to time thereafter protect and enforce any and all rights and remedies available to it under this Agreement by suit in equity, action :it law, or by any other appropriate 15 25.3 GRANTEE assures the CITY that the Project ,Rill he completed by GRANTEE. 25.4 The GRANTEE warrants that ;t has obtained, or has a reasonable assurance that it will obtain, all federal, state and local goverrunental approvals and reviews required by law to be obtained for this Project. 25.5 GRANTEE shall place a prominent sign at the Project site consistent with any criteria which may be established by the CITY. 25.6 Chief financial officer of GRANTEE shall execute a Statement of Accounting Form, attached herein as Exhibit VI, which certifies that the GRANTEE will maintain an accounting system adequate for the use of these funds. 25.7 GRANTEE will complete the Agency Representative Authorized to Receive and Disburse Funds Form, provided by the CITY and incorporated herein as Exhibit VII, which authorizes appropriate designatees of the GRANTEE to sign checks and pick up checks from the CITY. ARTICLE XXVI Interest of Certain Federal Officials 26.1 No member of or Delegate to the Congress of the United States, and no (Resident) Commissioner, shall be admitted to any share or part of this Agreement or to any benefit to arise from the same. 17 ARTICLE XXVII Interest of Member, Officers, or Employees of GRANTEE, Members of Local Governing Body, or other Public Official 27.1 No member, officer, or employee of GRANTEE, or its designees or agents, no member of the governing body of the CITY in which the Project is situated, and no other public official of the CITY or any other locality who exercises any function or responsibilities with respect to the Project during his or her tenure or for two years thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project assisted under this Agreement. GRANTEE shall incorporate or cause to be incorporated, in all such contracts or subcontracts, a provision prohibiting such interest pursuant to the purposes of this Article. ARTICLE XXVIII Equal Employment Opportunity 28.1 GRANTEE agrees to abide by the Equal Opportunity Clause for contracts subject to Executive Order No. 11246, which is attached and incorporated herein. ARTICLE XXIX Termination of Agreement 29.1 Unless otherwise terminated by the CITY pursuant to the terms and conditions of this Agreement or by mutual consent of the GRANTEE and the CITY, this Agreement shall terminate if the use permit for this Project is revoked or not rene',ed. IN WITNESS `.'HEREOF, the parties hereto have caused this instrument to be executed b'. the respective officials thereto duly authorized on the first date above Titten. ATTEST: J. FOEM • N CI Y CLERK ATTEST: CORPORATE SECRETARY TOM SALIMINO APPROVED AS TO INSURANCE REQUIREMENTS: MARIO SOLDEVILLA ADMINISTRATOR RISK MANAGEMENT DIVISION CITY OF MIAMI, a municipal corporation of the State of Florida DONALD H. WARSHAW CITY MANAGER GRANTEE: Assoc. for the Develop- ment of the Exceptional, Inc. 2801 North Miami Avenue Miami, Florida 33127/, P SiIDENT HOWARD BER'NSTEIN APPROVED AS TO FORM AND CORRECTNESS: A ' • 0 VILARELLO CITY ATTORNEY