HomeMy WebLinkAboutGrant Agreement2THE CITY OF MIAMI
GRANT AGREEMENT
This Agreement is made and entered into this 3 ti day of u \ y , l 99/,
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: 22nd Year Community Dev lopment Block Grant Fund
AMOLTNT: $47,800.00
VENDOR NUMBER: 016675
TAX IDENTIFICATION NUMBER:
RECITAL:
WHEREAS, the City Commission adopted Resolution No. 96-551, on July 25,
1996, which allocated S47,800.00 of 22nd Year Commurnty 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 si.Kty (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 3s follows:
ARTICLE 1
Definitions
1.1 For the purposes of this agreement, the following terms shall be defined as set forth
below.
1.2 "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 NET.
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
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2.1 CITY hereby authorizes a Grant to GRANTEE in the amount of Fort;' -Seven
Thousand Eight Hundred Dollars (S47.800.00) of 22nd Year Community
Development 13lock Grant Funds for the renovation of its facility at 2801 North
Miami Avenue. M anti Florida 33127.
2.2 CITY shall approve all reasonable and necessary funding commitments within the
allocation of Forty -Seven Thousand Eight Hundred Dollars L47.800.00) grant for
the Project, which approval shali 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 NET
(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
Term
4.1 The tern' 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 S47.800.00 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 GRANTEF warrants that it will obtain at 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 all construction or 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 fun.Iing 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 cancelled checks to pay each
invoice shall be submitted to the CITY.
5.7 Upon sale of the properly located at 2801 North Miami Avenue, Miami. Florida
33127, GRANTEE will repay the CITY the Folly -Seven Thousand Eight Hundred
Dears ($47,800,00) 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.] 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 months 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 }lousing and Urban
Development, Comptroller General of the United States, State of Florida, or the
CITY, at all reasonable times, 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 issues 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 income/expense statement for that year in certificate form signed by a Certified
Public Accountant.
ARTICLE VII
Indemnification
7.1 GRANTEE shall indemnify and save CITY harmless from and ac,ainst any and all
claims, liaftlities, 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, attomey's fees, expenses, interest, penalties and liabilities incurred by the
CITY in the defense of any such claims or in the investigation thereof. Ten
($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 finds o ith interest costs and a reason able.
attorney's fees for counsel for the CITY «when the GRANThEE 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 attorney's fces 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, color, 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 on in, or handicap, be excluded from the
participation of this program, or he 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 entploy 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.
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ARTICLE XIV
Amendments
14.1 No amendments to this Agreement shall he binding on either party unless in
writing and signed by the authorized officers of both parties.
O
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 1 19, 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
i(1
other purposes whatsoever without the written 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,
ARTICLE XVII
Non-Delegability
17.1 The obligations undertaken by the GRANTEE pursuant to this Agreement shall
not be delegated or assigned to any other person or firn unless CITY by and
through an authorized officer of the DEPARTMENT shall first consent in writing
to the performance or assignment 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.
ARTICLE XVIII
Construction of Agreement
18.1 This Agreement shall be construed and enforced according to the laws of the State
of Florida.
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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 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. The CITY will be
notified in writing within 10 days of any change of address of the GRANTEE,
CITY OF MIAMI
Cesar H. Odio
City Manager
Attention: Elbert L. Waters, Director
Neighborhood Enhancement Tearn (NET)
300 Biscayne Boulevard Way, Suite #420
Miami, Florida 33131
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 .ny other; roe, iion hereof, and no \vaiver
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 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 operative force and effect.
19.6 GRANTEE shall pay, prior to delinquency, all taxes, assessments and other
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 he 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' kers' 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.
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)579-605S. 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 C'ITY's Risk
Manager. Such certificates shall provide that such insurance coverage will not be
cancelled without thirty (30) days prior +ritten 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.
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 X 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 X IV
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 hut 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 at law, or by any other appropriate
proceeding, whether for specific performance of any covenant or agreement
contained in this Agreement, and damages, and other relief, and proceed to take
any action allowed or permitted under applicable law or regulations.
24.5 GRANTEE acknowledges, that the CITY shall not be liable to the GRANTEE, or
to any party, for completion of, or the failure to complete, anv activities which are
a part of the Project.
24.6 Venue in any proceedings arising out of this Agreement shall be in Dade County,
Florida.
ARTICLE XXV
General Provision
25.1 GRANTEE accepts Grant funds so appropriated in accordance with the terms of
this Agreement.
25.2 GRANTEE agrees:
25.2.1 To maintain a separate checking account to deposit in it all Grant funds
received and no other funds in said account, and make all disbursements
of Grant funds from said account;
25.2.2 To produce all documents reasonably required upon request by the
CITY;
25.2.3 To consent to such audits by the CITY, as may be requested by the
CITY;
25.2.4 To hire an independent certified public accountant to audit the Project.
This audit must be submitted to the CITY within sixty (60) days
following each Community Development fiscal year.
25.3 GRANTEE assures the CITY that the Project will be completed by GRANTEE.
.7
25.4 The GRANTEE warrants that it has obtained, or has a reasonable assurance that it
will obtain, all federal, state and local governmental approvals and reviews
required by law to he 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.
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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.
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
renewed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by the -respective officials thereto duly authorized on the first date above
written.
ATTEST:
WAp.,ER J. FO MAN
clii TY C'L.E(
- -
CITY OF MIAMI. a municipal
corporation of the State of
Flori
EDWA kn M;. R i?E
CITY MA NA(
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ATTEST:
CORPORATE SECRETARY
APPROVED AS TO INSURANCE
REQUIREMENTS:
►� FRANK K. ROLLASON
DEPUTY FIRE CHIEF
RISK MANAGEMENT DIVISION
STATE OF FLORIDA )
1 SS:
COUNTY OF DAI)E )
GRANTEE: Assoc. for the Develop-
ment of the Exceptional, Inc.
2801 North Miami Avenue
Miami, Florida 33127
APPROVED AS TO FOR' AND
CORRECTNESS:
A. Q JO `• 111
CITY ATTO 1EY 9, ,4.1/
Beforemepe.Lsonally appealed each known to me, who, having been duly- sworn
•
acknowledged before me. that the foregoing reement was executed by
i
, as President and by
, as Secretary, on behalf of
, a Florida not for profit corpor Lion.
Dated at Miami, Dade County, this / . day of (('/c
1996.
My Commission Expires:
AL NOTARY SEAL
r MARIA CHRISTINA SUAREZ
NOTARY PUBLIC STATE. OF FLORIDA
COMMISSION No CC51237f,
MYCOMMISFioN Fx_P r.'UV 28,1999
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NOTARY PUBLIC, STATE OF
FLORIDA AT LARGE