HomeMy WebLinkAboutAgreementCITY OF MIAMI, FLORIDA
COMMUNITY DEVELOPMENT BLOCK GRANT
PUBLIC FACILITY AND IMPROVEMENTS AGREEMENT
This Agreement (hereinafter the "Agreement") is entered into this day of
, 20 , between the City of Miami, a municipal corporation of the State of Florida
(hereinafter referred to as the "CITY"), and Boys and Girls Clubs of Miami -Dade, Inc., a Florida
not for profit corporation (hereinafter referred to as the "SUBRECIPIENT").
FUNDING SOURCE: Community Development Block Grant (CDBG)
AMOUNT: $150,000
TERM OF THE AGREEMENT: Effective date of this agreement shall be the date that the
City Clerk attests the signature of the City Manager,
through September 30, 2011.
PROJECT NUMBER:
ADDRESS: 2805 SW 32nd Avenue
Miami, FL 33133
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth,
the parties understand and agree as follows:
ARTICLE I
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following
Exhibits:
Exhibit A Corporate Resolution Authorizing Execution of this Agreement
Exhibit B Work Program
Exhibit C Compensation and Budget Summary
Exhibit D Certification Regarding Lobbying Form
Exhibit E Certification Regarding Debarment, Suspension and other Responsibility
Matters (Primary Covered Transactions Form)
Exhibit F Crime Entity Affidavit
Exhibit G Insurance Requirements
Exhibit H Insurance Requirements for General Contractor
Exhibit I Declaration of Restrictive Covenant
Exhibit J Disbursement Agreement
1.2 DEFINED TERMS. As used herein the following terms shall mean:
Act or 24 CFR 570 Title I of the Housing and Community
Development Act of 1974, as amended.
Agreement Records: Any and all books, records, documents,
information, data, papers, letters, materials, and
computerized or electronic storage data and media,
whether written, printed, computerized, electronic
or electrical, however collected or preserved which
is or was produced, developed, maintained,
completed, received or compiled by or at the
direction of the SUBRECIPIENT or any
subcontractor in carrying out the duties and
obligations required by the terms of this Agreement,
including, but not limited to, financial books and
records, ledgers, drawings, maps, pamphlets,
CDBG Program:
CDBG Requirements:
designs, electronic tapes, computer drives and
diskettes or surveys.
Community Development Block Grant Program.
The requirements contained in 24 CFR Part 570,
Rule 9I of the Florida Administrative Code and as
established by the City of Miami, Florida.
Department: The City of Miami Department of Community
Development.
Federal Award:
Low- and -Moderate- Income
Person:
Any federal funds received by the SUBRECIPIENT
from any source during the period of time in which
the SUBRECIPIENT is performing the obligations
set forth in this Agreement.
A member of a low- or moderate -income family
whose income is within specific income levels set
forth by U.S. HUD.
U.S. HUD or HUD: The United States Department of Housing and
Urban Development.
ARTICLE II
BASIC REQUIREMENTS
The following documents must be approved by the CITY and must be on file with the
Department prior to the CITY's execution of this Agreement:
2.1 The Work Program submitted by the SUBRECIPIENT to the CITY which shall become
attached hereto as Exhibit B to this Agreement and shall include the following:
2.1.1 The description section shall detail the activities to be carried out by the
SUBRECIPIENT. It should specifically describe the activities to be carried out
as a result of the expenditure of CDBG Funds. Where appropriate it should list
measurable objectives, define the who, what, where and when of the project, and
in general detail how these activities will ensure that the intended beneficiaries
will be served.
2.1.2 The schedule of activities and measurable objectives plays an essential role in the
grant management system. The schedule should provide projected milestones and
deadlines for the accomplishment of tasks in carrying out the Work Program.
These projected milestones and deadlines are a basis for measuring actual
progress during the term of this Agreement. These items shall be in sufficient
detail to provide a sound basis for the CITY to effectively monitor performance
by the SUBRECIPIENT under this Agreement.
2.2 The Compensation and Budget Summary attached hereto as Exhibit C, which shall
include completion of the SUBRECIPIENT's Itemized Budget, Cost Allocation and any
subcontracts.
2.3 A list of the SUBRECIPIENT's present officers and members of the Board (names,
addresses and telephone numbers).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedures.
2.8 Job description and resumes for all positions funded in whole or in part under this
Agreement.
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Form 990).
2.10 The following corporate documents:
(i) Bylaws, resolutions and incumbency certificates for the SUBRECIPIENT, certified
by the SUBRECIPIENT's Corporate Secretary, authorizing the consummation of
the transactions contemplated hereby, all in a form satisfactory to the CITY.
2.11 ADA Certification
2.12 Drug Free Certification
2.13 All other documents reasonably required by the CITY.
ARTICLE III
TERMS AND PROCEDURES
3.1 CITY AUTHORIZATION:
For the purpose of this Agreement, 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 in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
Effective date of this Agreement shall be the latter date that the City Clerk attests the
signature of the City Manager through September 30, 2011.
3.3 OBLIGATIONS OF SUBRECIPIENT:
The SUBRECIPIENT shall carry out the services and activities as prescribed in its Work
Program, which is attached and incorporated herein and made a part of this Agreement, in a
manner that is lawful, and satisfactory to the CITY, and in accordance with the written policies,
procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the
CITY.
3.4 MANUALS:
3.4.1 POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of
and accepts the "Policies and Procedures Manual for Community Development
Block Grant Sub -recipients" ("Policies and Procedures Manual") as the official
document which outlines the fiscal, administrative and federal guidelines which
shall regulate the day-to-day operations of the SUBRECIPIENT. The Policies
and Procedures Manual is incorporated herein and made a part of this Agreement.
The City of Miami reserves the right to update this Policies and Procedures
Manual via Program Directives. These Program Directives and updated versions
of this Policies and Procedures Manual shall be incorporated and made a part of
this Agreement.
3.5 LEVEL OF SERVICE:
Should start-up time for the Work Program be required or in the event of the occurrence
of any delays in the activities thereunder, the SUBRECIPIENT shall immediately notify the
Department in writing, giving all pertinent details and indicating when the Work Program shall
begin and/or continue. It is understood and agreed that the SUBRECIPIENT shall maintain the
level of activities and expenditures in existence prior to the execution of this Agreement. Any
activities funded through or as a result of this Agreement shall not result in the displacement of
employed workers, impair existing agreements for services or activities, 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.
ARTICLE IV
CDBG FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION
The amount of compensation payable by the City to the SUBRECIPIENT shall be based
on the rates, schedules and conditions described in Exhibit "C" attached hereto, which by
this reference is incorporated into this Agreement.
4.2 INSURANCE:
At all times during the term hereof, the SUBRECIPIENT shall maintain insurance
acceptable to the CITY. Prior to commencing any activity under this Agreement, the
SUBRECIPIENT shall furnish to the CITY original certificates of insurance indicating
that the SUBRECIPIENT is in compliance with the provisions described in Exhibit G
attached here to, which by this reference is incorporated into this Agreement.
The SUBRECIPIENT shall require the General Contractor and Subcontractors to maintain
insurance acceptable to the CITY at all times during the term hereof. Prior to commencing
any activity under this Agreement, the SUBRECIPIENT shall require the General
Contractor and Subcontractors to furnish to the City of Miami, Department of Community
Development, 444 S.W. 2nd Avenue — 2nd Floor, Miami, Florida 33130, Certificate(s) of
Insurance evidencing insurance coverage that meets the requirements outlined in Exhibit H
attached hereto, which by this reference is incorporated into this Agreement.
4.3 FINANCIAL ACCOUNTABILITY:
The CITY reserves the right to audit the records of the SUBRECIPIENT at any time
during the performance of this Agreement and for a period of five (5) years after its
expiration/termination. The SUBRECIPIENT agrees to provide all financial and other
applicable records and documentation of services to the CITY. Any payment made shall
be subject to reduction for amounts included in the related invoice which are found by the
CITY, on the basis of such audit and at its sole discretion, not to constitute reasonable
and necessary expenditures. Any payments made to the SUBRECIPIENT are subject to
reduction for overpayments on previously submitted invoices.
4.4 RECAPTURE OF FUNDS:
The CITY reserves the right to recapture funds in the event that the SUBRECIPIENT
shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions
imposed by the CITY at the direction of the federal, state and local agencies.
4.5 CONTINGENCY CLAUSE:
Funding pursuant to this Agreement is contingent on the availability of funds and
continued authorization for CDBG Program activities, and is also subject to amendment
or termination due to lack of funds or authorization, reduction of funds, and/or changes in
regulations.
ARTICLE V
AUDIT
5.1 As a necessary part of this Agreement, the SUBRECIPIENT shall adhere to the
following audit requirements:
5.1.1 If the SUBRECIPIENT expends $500,000 or more in the fiscal year it shall have
a single audit or program specific audit conducted for that year. The audit shall
be conducted in accordance with Generally Accepted Government Auditing
Standards (GAGAS) and OMB Circular A-133. The audit shall determine
whether the financial statements are presented fairly in all material respects in
conformity with generally accepted accounting principles.
In addition to the above requirements, the auditor shall perform procedures to
obtain an understanding of internal controls and perform sufficient testing to
ensure compliance with the procedures. Further the auditor shall determine
whether the SUBRECIPIENT has complied with laws, regulations and the
provisions of this Agreement.
A reporting package shall be submitted within the earlier of thirty (30) days after
receipt of the auditor's report(s) or nine (9) months after the end of the audit
period. The reporting package will include the certified financial statements and
schedule of expenditures of Federal Awards; a summary schedule of prior audit
findings; the auditor's report and the corrective action plan. The auditor's report
shall include:
a) an opinion (or disclaimer of opinion) as to whether the financial statements
are presented fairly in all material respects in conformity with generally
accepted principles and an opinion (or disclaimer of opinion) as to whether the
schedule of expenditures of Federal Awards is presented fairly in all material
respects in relation to the financial statements taken as a whole.
b) a report on internal controls related to the financial statements and major
programs. This report shall describe the scope of testing of internal controls
and the results of the test, and, where applicable, refer to the separate schedule
of findings and questioned costs.
c) a report on compliance with laws, regulations, and the provisions of contracts
and/or this Agreement, noncompliance with which could have a material
effect on the financial statements. This report shall also include an opinion (or
disclaimer of opinion) as to whether the SUBRECIPIENT complied with the
laws, regulations, and the provisions of contracts and this Agreement which
could have a direct and material effect on the program and, where applicable,
refer to the separate schedule of findings and questioned costs.
d) a schedule of findings and questioned cost which shall include the
requirements of OMB Circular A-133.
5.1.2 If the SUBRECIPIENT expends less than $500,000 in the fiscal year it is
exempted from Federal audit requirements for that year and consequently the
audit cost is not a reimbursable expense. The CITY, however, may request the
SUBRECIPIENT to have a limited scope audit for monitoring purposes. These
limited scope audits will be paid for and arranged by the CITY and address only
one or more of the following types of compliance requirements: activities allowed
or disallowed; allowable costs/cost principles; eligibility; matching, level of
effort, earmarking; and, reporting.
All reports presented to the CITY shall, where applicable, include sufficient information
to provide a proper perspective for judging the prevalence and consequences of the
findings, such as whether an audit finding represents an isolated instance or a systemic
problem. Where appropriate, instances identified shall be related to the universe and the
number of cases examined and quantified in terms of dollar value.
ARTICLE VI
RECORDS AND REPORTS
6.1 The SUBRECIPIENT shall establish and maintain sufficient records to enable the CITY
to determine whether the SUBRECIPIENT has met the requirements of the CDBG Program.
At a minimum, the following records shall be maintained by the SUBRECIPIENT:
6.1.1 Records providing a full description of each activity assisted (or being assisted)
with CDBG Funds, including its location (if the activity has a geographical locus),
the amount of CDBG Funds budgeted, obligated and expended for the activity,
and the specific provision in 24 CFR Subpart C of the CDBG Program regulations
under which the activity is eligible.
6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set
forth in 24 CFR 570.208 of the CDBG Program regulations. Where information
on income by family size is required, the SUBRECIPIENT may substitute
evidence establishing that the person assisted qualified under another program
having income qualification criteria at least as restrictive as that used in the
definitions of "low- and moderate -income person" and "low- and moderate -
income household" as set forth in 24 CFR 570.3; or, the SUBRECIPIENT may
substitute a copy of a verifiable certification from the assisted person that his or
her family income does not exceed the applicable income limit established in
accordance with 24 CFR 570.3; or, the SUBRECIPIENT may substitute a notice
that the assisted person is a referral from any governmental agency that
determines persons to be "low- and moderate -income persons" based upon
HUD's criteria and agrees to maintain documentation supporting those
determinations. Such records shall include the following information:
(i) For each activity determined to benefit low- and moderate -income
persons, the income limits applied and the point in time when the benefit
was determined.
(ii) For each activity determined to benefit low- and moderate -income persons
based on the area served by the activity, only activities located in census
blocks with a percentage of low and moderate income persons in excess of
51 percent will be undertaken by the SUBRECIPIENT and report it to the
CITY;
(iii) For each activity determined to benefit low- and moderate -income persons
because the activity involves a facility or service designed for use by a
limited clientele consisting exclusively or predominantly of low- and
moderate -income persons:
(a) Documentation establishing that the facility or service is designed
for and used by senior citizens, disabled persons, battered spouses,
(b)
abused children, the homeless, illiterate persons, or migrant farm
workers,for which the regulations provide presumptive benefit to
low- and moderate -income persons; or
Documentation describing how the nature and, if applicable, the
location of the facility or service establishes that it is used
predominantly by low- and moderate -income persons; or
(c) Data showing the size and annual income of the family of each
person receiving the benefit.
6.1.3 Equal Opportunity Records containing:
(i) Data on the extent to which each racial and ethnic group and single -
headed households (by gender of household head) have applied for,
participated in, or benefited from, any program or activity funded in whole
or in part with CDBG Funds. Such information shall be used only as a
basis for further investigation relating to compliance with any requirement
to attain or maintain any particular statistical measure by race, ethnicity, or
gender in covered programs.
(ii) Documentation of actions undertaken to meet the requirements of 24 CFR
570.607(b) which implements Section 3 of the Housing and Urban
Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the
hiring and training of low- and moderate -income persons and the use of
local businesses.
6.1.4 Financial records, in accordance with the applicable requirements listed in 24
CFR 570.502.
Records required to be maintained in accordance with other applicable laws and
regulations set forth in Subpart K of 24 CFR.
6.2 RETENTION AND ACCESSIBILITY OF RECORDS:
6.2.1 The Department shall have the authority to review the SUBRECIPIENT's
records, including Project and programmatic records and books of account, for a
period of five (5) years from the expiration/termination of this Agreement (the
"Retention Period"). All books of account and supporting documentation shall be
kept by the SUBRECIPIENT at least until the expiration of the Retention Period.
The SUBRECIPIENT shall maintain records sufficient to meet the requirements
of 24 CFR 570. All records and reports required herein shall be retained and
made accessible as provided thereunder. The SUBRECIPIENT further agrees to
abide by Chapter 119, Florida Statutes, as the same may be amended from time to
time, pertaining to public records.
The SUBRECIPIENT shall ensure that the Agreement Records shall be at all
times subject to and available for full access and review, inspection and audit by
the CITY, federal personnel and any other personnel duly authorized by the
CITY.
6.2.2 The SUBRECIPIENT shall include in all the Department approved subcontracts
used to engage subcontractors to carry out any eligible substantive project or
programmatic activities, as such activities are described in this Agreement and
defined by the Department, each of the record -keeping and audit requirements
detailed in this Agreement. The Department shall, in its sole discretion,
determine when services are eligible substantive project and/or progranunatic
�3
activities and subject to the audit and record -keeping requirements described in
this Agreement
6.2.3 If the CITY or the SUBRECIPIENT has received or given notice of any kind
indicating any threatened or pending litigation, claim or audit arising out of the
activities pursuant to the project, the activities and/or the Work Program or under
the terms of this Agreement, the Retention Period shall be extended until such
time as the threatened or pending litigation, claim or audit is, in the sole and
absolute discretion of the Department fully, completely and finally resolved.
6.2.4 The SUBRECIPIENT shall notify the Department in writing both during the
pendency of this Agreement and after its expiration/termination as part of the final
closeout procedure of the address where all Agreement Records will be retained.
6.2.5 The SUBRECIPIENT shall obtain the prior written consent of the Department to
the disposal of any Agreement Records within one (1) year after the expiration of
the Retention Period.
6.3 PROVISION OF RECORDS:
6.3.1 At any time, upon request by the Department, the SUBRECIPIENT shall provide
all Agreement Records to the Department. The requested Agreement Records
shall become the property of the Department without restriction, reservation, or
limitation on their use. The Department shall have unlimited rights to all books,
articles, or other copyrightable materials developed in the performance of this
Agreement. These rights include the right of royalty -free, nonexclusive, and
irrevocable license to reproduce, publish, or otherwise use, and to authorize others
to use the Work Program for public purposes.
6.3.2 If the SUBRECIPIENT receives funds from, or is under regulatory control of
other governmental agencies, and those agencies issue monitoring reports,
regulatory examinations, or other similar reports, the SUBRECIPIENT shall
provide a copy of each such report and any follow-up communications and reports
to the Department immediately upon such issuance, unless such disclosure would
be prohibited by any such issuing agency.
6.4 MONITORING:
The SUBRECIPIENT shall permit the Department and other persons duly authorized by
the Department to inspect all Agreement Records, facilities, goods, and activities of the
SUBRECIPIENT which are in any way connected to the activities undertaken pursuant to the
terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of
the SUBRECIPIENT. Following such inspection or interviews, the Department will deliver to
the SUBRECIPIENT a report of its findings. The SUBRECIPIENT will rectify all deficiencies
cited by the Department within the specified period of time set forth in the report or provide the
Department with a reasonable justification for not correcting the same. The Department will
determine in its sole and absolute discretion whether or not the SUBRECIPIENT's justification
is acceptable.
At the request of the CITY, the SUBRECIPIENT shall transmit to the CITY written
statements of the SUBRECIPIENT's official policies on specified issues relating to the
SUBRECIPIENT's activities. The CITY will carry out monitoring and evaluation activities,
including visits and observations by CITY staff; the SUBRECIPIENT shall ensure the
cooperation of its employees and its Board members in such efforts. Any inconsistent,
incomplete, or inadequate information either received by the CITY or obtained through
monitoring and evaluation by the CITY, shall constitute cause for the CITY to terminate this
Agreement.
6.5 RELATED PARTIES:
The SUBRECIPIENT shall report to the Department the name, purpose for and any and
all other relevant information in connection with any related -party transaction. The term
"related -party transaction" includes, but is not limited to, a for -profit or nonprofit subsidiary or
affiliate organization, an organization with an overlapping Board of Directors and an
organization for which the SUBRECIPIENT is responsible for appointing memberships. The
SUBRECIPIENT shall report this information to the Department upon forming the relationship,
or if already formed, shall report such relationship prior to or simultaneously with the execution
of this Agreement. Any supplemental information shall be promptly reported to the Department.
ARTICLE VII
OTHER CDBG PROGRAM REOUIREMENTS
7.1 The SUBRECIPIENT shall maintain current documentation that its activities are CDBG
eligible in accordance with 24 CFR Part 570.201.
7.2 The SUBRECIPIENT shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity
which provides benefit to low and moderate -income persons.
7.3 The SUBRECIPIENT shall comply with all applicable provisions of 24 CFR Part 570
and shall carry out each activity in compliance with all applicable federal laws and regulations
described therein.
7.4 The SUBRECIPIENT shall cooperate with the Department in informing the appropriate
citizen participation structures, including the appropriate area committees, of the activities of the
SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the
SUBRECIPIENT shall attend meetings of the appropriate committees and citizen participation
structures upon the request of the citizen participation officers or the Department.
7.5 The SUBRECIPIENT shall, to the greatest possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.6 SUBRECIPIENT shall carry out its Work Program in compliance with all Federal laws
and regulations, described in Subpart K of the CDBG Program regulation (24 CFR 570.600-
612), which by this reference, is incorporated into and made a part of this Agreement.
7.7 SUBRECIPIENT shall not assume the CITY's environmental responsibilities described
in 24 CFR 570.604, of the CDBG Program regulations, and the CITY's responsibility for
initiating the review process under Executive Order 12372.
7.8 NON-DISCRIMINATION:
The SUBRECIPIENT shall not discriminate on the basis of race, color, national origin,
sex, religion, age, marital or family status or handicap in connection with the activities and/or the
Work Program or its performance under this Agreement.
Furthermore, the SUBRECIPIENT agrees that no otherwise qualified individual shall,
solely by reason of his/her race, sex, color, creed, 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 federal financial assistance.
7.9 The SUBRECIPIENT and its subcontractors shall comply with the Davis -Bacon Act, the
Lead -Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and
regulations.
7.10 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S.
HUD Form 4010 incorporated herein as part of this Agreement.
7.11 UNIFORM ADMINISTRATIVE REQUIREMENTS. The SUBRECIPIENT shall
comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for
Non -Profit Organizations" and with the applicable requirements of 24 CFR Part 84 (the revised
OMB Circular No. A-110).
7.12 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the
SUBRECIPIENT is or was created by a religious organization, the SUBRECIPIENT agrees that
all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions,
and limitations of 24 CFR Part 570.200(j).
In accordance with the First Amendment of the United States Constitution, particularly
regarding the relationship between church and State, as a general rule, CDBG assistance may not
be used for religious activities or provided to primarily religious entities for any activities,
including secular activities, as provided in 24 CFR Part 570.200(j). The SUBRECIPIENT shall
comply with those requirements and prohibitions when entering into subcontracts.
7.13 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the
SUBRECIPIENT must transfer to the CITY any CDBG Funds on hand at the time of
expiration/termination and any accounts receivable attributable to the use of CDBG Funds.
7.14 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that
remains uncured thirty (30) days after the SUBRECIPIENT's receipt of notice from the CITY
(by certified or registered mail) of such violation may, at the option of the CITY, be addressed
by an action for damages or equitable relief, or any other remedy provided at law or in equity. In
addition to the remedies of the CITY set forth herein, if the SUBRECIPIENT materially fails to
comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement in
accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this
Agreement.
ARTICLE VIII
PROGRAM INCOME
8.1 Program income means gross income received by the SUBRECIPIENT which has been
directly generated from the use of the CDBG Funds. When such income is generated by an
activity that is only partially assisted with the CDBG Funds, the income shall be prorated to
reflect the percentage of CDBG Funds used. Program income generated by CDBG funded
activities shall be used only to undertake those activities specifically approved by the CITY on
and for the Work Program. All provisions of this Agreement shall apply to such activities. Any
program income on hand when this Agreement expires/terminates or received after such
expiration/termination shall be paid to the CITY, as required by 24 CFR 570.503(b)(8) of the
CDBG Program regulations.
The SUBRECIPIENT shall submit to the CITY monthly a Program Income Report and a
Work Program Status Report. The Program Income Report shall identify CDBG activities in
which income was derived and how income has been utilized.
8.2 REPAYMENTS. Any interest or other return on the investment of the CDBG Funds
shall be remitted to the CITY on a monthly basis. Any CDBG Funds funded to the
SUBRECIPIENT that do not meet the eligibility requirements, as applicable, must be repaid to
the CITY.
ARTICLE IX
REMEDIES, SUSPENSION, TERMINATION
9.1 REMEDIES FOR NONCOMPLIANCE. The CITY retains the right to terminate this
Agreement at any time prior to the completion of the services required pursuant to this
Agreement without penalty to the CITY. In that event, notice of termination of this Agreement
shall be in writing to the SUBRECIPIENT, 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 the CITY pay the
SUBRECIPIENT an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the SUBRECIPIENT that any
payment made in accordance with this Agreement to the SUBRECIPIENT shall be made only if
the SUBRECIPIENT is not in default under the terms of this Agreement. If the
SUBRECIPIENT is in default, the CITY shall not be obligated and shall not pay to the
SUBRECIPIENT any sum whatsoever.
If the SUBRECIPIENT materially fails to comply with any term of this Agreement, the
CITY may take one or more of the following courses of action:
9.1.1 Temporarily withhold cash payments pending correction of the deficiency by
the SUBRECIPIENT, or such more severe enforcement action as the CITY
determines is necessary or appropriate.
9.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part
of the cost of the activity or action not in compliance.
9.1.3 Wholly or partly suspend or terminate the current CDBG Funds awarded to the
SUBRECIPIENT.
9.1.4 Withhold further CDBG grants and/or loans for the SUBRECIPIENT.
9.1.5 Take all such other remedies that may be legally available.
Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT
materially fails to comply with any term of this Agreement, the SUBRECIPIENT, at the sole
discretion of the CITY, shall pay to the CITY an amount equal to the current market value of any
real property, under the SUBRECIPIENT's control, acquired or improved in whole or in part
with CDBG Funds (including CDBG Funds provided to the SUBRECIPIENT in the fo„ii of a
loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds
for the acquisition of, or improvement to, the property. The payment is program income to the
CITY.
9.2 SUSPENSION:
9.2.1 The Department may, for reasonable cause, temporarily suspend the
SUBRECIPIENT's operations and authority to obligate funds under this
Agreement or withhold payments to the SUBRECIPIENT pending necessary
corrective action by the SUBRECIPIENT, or both. Reasonable cause shall be
determined by the Department in its sole and absolute discretion, and may
include:
(i) Ineffective or improper use of the CDBG Funds by the SUBRECIPIENT;
(ii) Failure by the SUBRECIPIENT to materially comply with any term or
provision of this Agreement;
(iii) Failure by the SUBRECIPIENT to submit any documents required by this
Agreement; or
(iv) The SUBRECIPIENT's submittal of incorrect or incomplete documents.
9.2.2 The Department may at any time suspend the SUBRECIPIENT's authority to
obligate funds, withhold payments, or both.
9.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may be applied to all or
any part of the activities funded by this Agreement.
9.2.4 The Depait,nent will notify the SUBRECIPIENT in writing of any action taken
pursuant to this Article, by certified mail, return receipt requested, or by in person
delivery with proof of delivery. The notification will include the reason(s) for
11
such action, any conditions relating to the action taken, and the necessary
corrective action(s).
9.3 TERMINATION:
9.3.1 Termination Because of Lack of Funds.
In the event the CITY does not receive funds to finance this Agreement from its
funding source, or in the event that the CITY's funding source de -obligates the
funds allocated to fund this Agreement, the Department may terminate this
Agreement upon not less than twenty-four (24) hours prior notice in writing to the
SUBRECIPIENT. Said notice shall be delivered by certified mail, return receipt
requested, or by in person delivery with proof of delivery. In the event that the
CITY's funding source reduces the CITY's entitlement under the CDBG
Program, the CITY shall determine, in its sole and absolute discretion, the
availability of funds for the SUBRECIPIENT pursuant to this Agreement.
9.3.2 Termination for Breach.
The Department may terminate this Agreement, in whole or in part, in the event
the Department determines, in its sole and absolute discretion that the
SUBRECIPIENT is not materially complying with any term or provision of this
Agreement.
The Department may terminate this Agreement, in whole or in part, in the event
that the Department determines, in its sole and absolute discretion, that there
exists an event of default under and pursuant to the terms of any other agreement
or obligation of any kind or nature whatsoever of the SUBRECIPIENT to the
CITY, direct or contingent, whether now or hereafter due, existing, created or
arising.
9.3.3 Unless the SUBRECIPIENT's breach is waived by the Department in writing, the
Department may, by written notice to the SUBRECIPIENT, terminate this
Agreement upon not less than twenty-four (24) hours prior written notice. Said
notice shall be delivered by certified mail, return receipt requested, or by in
person delivery with proof of delivery. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any other breach and shall not
be construed to be a modification of the terms of this Agreement. The provisions
hereof are not intended to be, and shall not be, construed to limit the Depaitinent's
right to legal or equitable remedies.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 INDEMNIFICATION. The SUBRECIPIENT shall pay and save the CITY harmless
from and against any and all claims, liabilities, losses, and causes of action which may arise out
of the SUBRECIPIENT's activities related to the Work Program or otherwise under this
Agreement, including all acts or omissions to act on the part of the SUBRECIPIENT and/or any
persons acting for or on its behalf, and from and against any relevant orders, judgments, or
decrees which may be entered against the CITY, and from and against all costs, attorney's fees,
expenses, and liabilities incurred by the CITY in the defense or investigation of any such claims
or other matters.
10.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing
and signed by both parties hereto. Budget modifications shall be approved by the Department in
writing.
10.3 OWNERSHIP OF DOCUMENTS. All documents developed by the SUBRECIPIENT
under this Agreement shall be delivered to the CITY upon completion of the activities required
pursuant to this Agreement and shall become the property of the CITY, without restriction or
limitation on their use if requested by the CITY. The 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 document 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 purpose
whatsoever without the prior written consent of the CITY.
10.4 AWARD OF AGREEMENT. The 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.
10.5 NON-DELEGABILITY. The obligations undertaken by the SUBRECIPIENT pursuant
to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in
part, without the CITY's prior written consent which may be granted or withheld in the CITY's
sole discretion.
10.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced
according to the laws of the State of Florida.
10.7 CONFLICT OF INTEREST.
10.7.1 The SUBRECIPIENT covenants that no person under its employ who presently
exercises any functions or responsibilities in connection with CDBG Program
funded activities has any personal financial interest, direct or indirect, in this
Agreement. The SUBRECIPIENT further covenants that, in the performance of
J9
this Agreement, no person having such a conflicting interest shall be employed.
Any such interest on the part of the. SUBRECIPIENT or its employees must be
disclosed in writing to the CITY.
10.7.2 The SUBRECIPIENT is aware of the conflict of interest laws of the City of
Miami (City of Miami Code Chapter 2, Article V), Miami -Dade County, Florida
(Dade County Code Section 2-11-1) and the State of Florida (Chapter 112,
Florida Statutes), and agrees that it shall comply in all respects with the terms of
the same.
10.7.3 The SUBRECIPIENT shall comply with the standards contained within 24 CFR
Part 84 (the revised OMB Circular No. A-110).
10.7.4 In all other cases, the SUBRECIPIENT shall comply with the standards contained
within 24 CFR 570.611
10.8 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the
SUBRECIPIENT agrees and understands that the CITY has no obligation to renew this
Agreement.
10.9 ENTIRE AGREEMENT:
This instrument and its attachments constitute the only Agreement of the parties hereto
relating to the CDBG Funds and sets forth the rights, duties, and obligations of each of the
parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
10.10 GENERAL CONDITIONS.
10.10.1 All notices or other communications which shall or may be given pursuant to
this Agreement shall be in writing and shall be delivered by in person delivery
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, upon notice in writing. 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
George Mensah, Director
Department of Community Development
444 Southwest 2nd Avenue, 2nd Floor
Miami, Florida 33130
SUBRECIPIENT
Boys and Girls Clubs of Miami -Dade, Inc.
2805 SW 32 Avenue
Miami, FL 33133
10.10.2 Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
10.10.3 In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached documents, the terms in this Agreement
shall control.
10.10.4 No waiver of 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.
10.10.5 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, 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, then same shall be deemed
severed, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect.
10.11 INDEPENDENT CONTRACTOR. The SUBRECIPIENT 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 as
employees of the CITY.
10.12 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties
hereto, and their respective heirs, executors, legal representatives, successors, and
assigns.
10.13 SUBRECIPIENT CERTIFICATION. The SUBREC PIENT certifies that it possesses
the legal authority to enter into this Agreement pursuant to authority that has been duly
adopted or passed as an official act of the SUBRECIPIENT's governing body,
authorizing the execution of the Agreement, including all understandings and assurances
contained herein, and directing and authorizing the person identified as the official
representative of the SUBRECIPIENT to act in connection with this Agreement and to
provide such information as may be required.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized on the date above written.
SUBRECIPIENT
Boys and Girls Clubs of Miami -Dade, Inc.
2805 SW 32 Avenue
Miami, FL 33133
a State of Florida not -for -profit corporation
A 1"l EST:
By: By:
Name:
Title
CORPORATE SEAL
ATTEST:
Date
Name:
Title:
CITY OF MIAMI, a municipal
Corporation of the State of Florida
Date
By: By:
Priscilla A. Thompson Date Pedro G. Hernandez, P.E. Date
City Clerk City Manager
APPROVED AS TO APPROVED AS TO FORM AND
INSURANCE REQUIREMENTS: CORRECTNESS:
By: By:
LeeAnn Brehm Date Julie O. Bru
Risk Management City Attorney
Date
EXHIBIT B - WORK PROGRAM
TO BE PROVIDED BY SUBRECIPIENT
EXHIBIT C
COMPENSATION AND BUDGET SUMMARY
A. The CITY shall pay to the Subrecipient an amount not to exceed $200,000 for the services
required pursuant to this Agreement.
B. During the Term hereof and for a period of five (5) years following the date of the last
payment made hereunder, the CITY shall have the right to review and audit the time records
and related records of the Subrecipient pertaining to any services performed by the
Subrecipient pursuant to this Agreement and/or payments by the CITY hereunder.
C. Requests for payment under this Agreement shall be made in accordance with the procedures
provided in Exhibit D-Disbursement Procedures.
D. The Subrecipient's itemized Project Budgets, Cost Allocation Report for Construction,
Rehabilitation and Improvements, and Budget Narratives are attached hereto and made part
of this Agreement. The Budgets shall list in detail all the costs for the Project including, but
not limited to, technical assistance, rehabilitation costs, and costs for architects,
advertisement(s), permits and signs.
E. The Subrecipient must submit to the CITY its final request for payment within thirty (30)
calendar days following the expiration date or termination date of this Agreement, in a form
provided by the City. The CITY shall not pay any request for payment submitted thereafter.
F. Any payment due under this Agreement may be withheld pending the receipt and approval by
the CITY of all reports due from the Subrecipient under this Agreement, as the same may be
amended from time to time.
Executive Director Date
EXHIBIT G
INSURANCE REQUIREMENTS FOR SUB- RECIPIENT
PUBLIC FACILITIES & IMPROVEMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $300,000
General Aggregate Limit $600,000
Personal and Adv. Injury $300,000
Products/Completed Operations $300,000
B. Endorsements Required
City of Miami included as an Additional Insured
Contractual Liability
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit/Split Limits
Owned/Scheduled Autos $50,000/100,000/50,000
Hired and Non Owned Autos $50,000/100,000
B. Endorsements Required
City of Miami included as an Additional Insured
• An agency may request in writing the waiver of this coverage in part or as a
whole if:
a) The agency does not own any vehicles
b) The agency does not hire the services of a company to perform
services for which the agency is being awarded the funding, and
c) The agency does not allow employees to use their personal
vehicle for business purposes.
III. Worker's Compensation
A. Limits of Liability
Statutory -State of Florida
B. Employer's Liability
Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
• NOTE: All certificates of insurance must be provided for review and
approval prior to the effective date of the agreement.
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer not less than (30) days prior to any
such cancellation or material change.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no Less than "A" as to management, and no less
than "Class V" as to Financial Strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
EXHIBIT H
INSURANCE REQUIREMENTS ASSOCIATED WITH RENOVATION
AND REHABILITATION WORK PERFORMED BY A GENERAL
CONTRACTOR ON BEHALF OF NOT FOR PROFIT AGENCIES (CD
PROJECTS UNDER $200,000)
Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $300,000
General Aggregate Limit $600,000
Products/Completed Operations $300,000
Personal and Advertising Injury $300,000
B. Endorsements Required
City of Miami and agency included as an Additional Insured
Independent Contractors Coverage
Explosion, Collapse and Underground Hazard
II. Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Scheduled, Hired and Non Owned Autos
Any One Accident $300,000
B. Endorsements Required
City of Miami and agency included as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
VII. Payment & Performance Bond (IF APPLICABLE)
VIII Builders' Risk (IF APPLICABLE)
Causes of Loss: All Risk -Specific Coverage Project Location
Valuation: Replacement Cost
Deductible: $2,500 All other Perils
5% Wind/Hail
City of Miami and Agency as an additional insured
A. Limit- at Site Cost of the Project
B. Coverage Extensions:
• Materials, supplies and similar property owned by others for
which you are responsible.
• Full coverage up to policy limits for equipment breakdown.
• Temporary storage/transit coverage.
• Full coverage up to policy limits for site preparation, re -
excavation, re -preparation and re -grade in the event of a loss.
• Fences, scaffolding, construction forms coverage and signs
• Valuable papers coverage for blueprints, site plans and similar
documents.
• Trees, shrubs, sod, plants while at premises.
• Flood, including inundation, rain, seepage and water damage.
• Earthquake
• Business Interruption
• Subsidence
• New ordinance or law; reimbursement for any resulting loss of
value to the undamaged portion, and required demolition
expenses, including construction necessary to repair, rebuild or
re -construct damaged parts.
• Escalation clause in the event of a total loss up to 5% of policy
limit.
• Temporary structures, cribbing and false work built or erected at
construction site.
• Unintentional errors and omissions in reporting clause
• Full coverage up to policy limits for testing including physical
loss caused by pneumatic and hydrostatic testing.
• Debris Removal
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer not less than (30) days prior to
any such cancellation or material change.
Companies authorized to do business in the State of Florida with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A" as to management and no less than
"Class-V" .as -to -financial-strength-bythe- latest -edition of-Bests-Insurance-Gnide, - -
published by A.M. Best Company, Oldwick, New Jersey or its equivalent. All
policies and/or certificates of insurance are subject to review and verification by
Risk Management prior to insurance approval.
• New ordinance or law; reimbursement for any resulting loss of
value to the undamaged portion, and required demolition
expenses, including construction necessary to repair, rebuild or
re -construct damaged parts.
• Escalation clause in the event of a total loss up to 5% of policy
limit.
• Temporary structures, cribbing and false work built or erected at
construction site.
• Unintentional errors and omissions in reporting clause
• Full coverage up to policy limits for testing including physical
loss caused by pneumatic and hydrostatic testing.
• Debris Removal
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer not less than (30) days prior to
any such cancellation or material change.
Companies authorized to do business in the State of Florida with the following
qualificati..ons,shall issuealLin.surance policieszequiredaboie:____._._._ .___._...___...
The company must be rated no Iess than "A" as to management and no less than
"Class V" as to financial strength by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey or its equivalent. All
policies and/or certificates of insurance are subject to review and verification by
Risk Management prior to insurance approval.
EXHIBIT J
DISBURSEMENT AGREEMENT
This Disbursement Agreement is made this day of , 2009 by and
between Boys and Girls Clubs of Miami -Dade, Inc., anot for profit corporation, (hereinafter the
"SUBRECIPIENT"), and the City of Miami, a municipal corporation of the State of Florida,
through its Department of Community Development (hereinafter the "City").
RECITAL
WHEREAS, the SUBRECIPIENT is eligible to receive financial assistance from the
Community Development Block Grant program ("CDBG Program") to undertake activities
eligible for such assistance under Title I of the Housing and Community Development Act of
1974 (the "ACT"); and
WHEREAS, the City Commission, by Resolution No. , adopted June 18, 2009,
allocated $150,000.00 in CDBG funds for Public Facilities and Improvements activities in the
facility _located -at-2805-SW--32-Avenue; Miami, -FL--- 3133; CPROJECT");-and-----____-_._ __—.______._..
WHEREAS, the SUBRECIPIENT and the City desire to establish the mechanism
whereby the SUBRECIPIENT will apply to receive the CDBG Funds.
NOW, THEREFORE, for and in consideration of the SUBRECIPIENT's development of
the PROJECT and the reciprocal agreements set forth herein, the SUBRECIPIENT and the City
agree as follows:
ARTICLE I
DISBURSEMENT PROCEDURE
1.1 The Agreement establishes the conditions to the City's obligation to grant the
CDBG Funds to the SUBRECIPIENT. The SUBRECIPIENT may not request disbursement of
funds pursuant to this Agreement until such funds are needed for the payment of eligible costs.
Notwithstanding the restrictions of the previous sentence of this paragraph, the
Allocation Retainage shall be disbursed by the City in accordance with the provisions of Section
1.8 hereof.
Provided the City is obligated to disburse the CDBG Funds pursuant to the CDBG
Agreement, the City will disburse such funds in accordance with this Article I.
1.2 The SUBRECIPIENT shall submit payment requests for the CDBG Funds as
needed. The SUBRECIPIENT will submit or cause to be submitted the following documentation
to the City:
(a) A request for payment, in a form acceptable to the City, setting forth such
details concerning construction of the PROJECT as the City shall require, including: the amount
paid to date to the contractor(s) constructing the PROJECT (the "Contractor") and pursuant to
the contract for the construction of the PROJECT between the SUBRECIPIENT, and the
Contractor (the "Construction Contract"); the amounts, if any, paid directly by the
SUBRECIPIENT to subcontractors of the Contractor and materialmen; the amount then
currently payable to the Contractor, broken down by trades; the amounts paid on account of the
Contractor's construction fee; and the balance of the construction costs which will remain unpaid
after the of the amount currently payable.
Any request for payment must be submitted to the City by no later than the thirtieth
(30th) day of each month. Each Request for Payment must be signed by the SUBRECIPIENT,
the Architect for the PROJECT, and the Contractor, as applicable.
Applications for receiving CDBG Funds for payment will include the City's Request for
Payment Form (letter), and other such documents as the City may require. The City, as
described in Section 1.3 hereof, shall be required to certify each payment request: the amount of
work on the PROJECT that has been completed; the good and acceptable workmanship of the
Contractor and its subcontractors; compliance with approved plans and specifications of the
PROJECT; and such other matters as the City may require. Lien waivers shall be submitted to
the City for review and approval before each disbursement.
(b) Each request for payment for hard costs shall constitute a representation
and certification by the SUBRECIPIENT and the Contractor to the City that:
(i) The materials have been physically incorporated into the
PROJECT, free of liens and security interests, and that the construction of the PROJECT to date
has been performed substantially in accordance with the drawings and specifications and in a
first-class workmanlike manner;
(ii) All governmental licenses and permits required by the PROJECT
as then completed have been obtained and are available for inspection by the City;
(iii) The PROJECT as then completed does not violate any law,
ordinance, rule, regulation, or order or decree of any court or governmental authority; and
(iv) No Event of Default has occurred and is continuing and there is no
continuing default under the Construction Contract.
(v) The SUBRECIPIENT, the Contractor and each subcontractor has
complied with all Federal, state and local laws and regulations relating to labor standards and
with HUD Handbook 1344.1.
(c) Such other information and documents as the City may reasonably require.
-2-
1.3 The City will review the work that is incorporated into the PROJECT and for
which each request for payment of the CDBG Funds is submitted. The City will review and
approve the final plans and specifications for the PROJECT and will review and approve the
payment requests based on the percentage of work completed. The City's reviews, approvals,
and conclusions shall be for the sole benefit of the City.
All construction change orders must receive the prior written approval of the City.
Change orders that have not received the prior written approval of the City shall not be approved
for payment by the City.
1.4 Upon receipt of a request for payment, delivered pursuant to Section 1.2 hereof
and without attempting to verify the completeness of same, the City shall inspect the progress of
construction work at the PROJECT.
1.5 If the City finds the materials submitted by the SUBRECIPIENT and the report of
inspection to be satisfactory and in accordance with the CDBG Agreement, the City shall fund to
the SUBRECIPIENT the sum requested by the SUBRECIPIENT or such lower sum as the City
deems appropriate.
1.7 The City shall fund payment of the CDBG Funds after it has received both the
request for payment, in the form required by Section 1.2 hereof, and the inspection report of the
City, in the form required by Sections 1.2 and 1.3 hereof.
1.9 The City reserves the right to refuse to fund any payment request(s) in the event
that the City determines that the PROJECT and/or the SUBRECIPIENT are not in compliance
with any local, state or federal law or requirement.
ARTICLE II
MISCELLANEOUS
2.1 This Agreement may only be amended in writing by all the parties hereto.
2.2 This Agreement, the CDBG Agreement and the other documents executed by the
parties in connection therewith constitute the entire agreement between the parties hereto and no
other agreements or representations, unless incorporated in this Agreement, shall be binding
upon any of the parties hereto.
2.3 All capitalized terms not defined herein shall have the meanings provided in the
CDBG Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the SUBRECIPIENT and the
City on the date first above written.
SUBRECIPIENT:
-3-
Boys and Girls Clubs of Miami -Dade, Inc.
2805 SW 32❑d Avenue
Miami, FL 33133
a Florida not -for profit corporation
BY:
CORPORATE SECRETARY DATE PRESIDENT DA1E
(AFFIX SEAL)
CITY OF MIAMI, a municipal
corporation of the State of Florida
Ai LEST:
BY:
PRISCILLA A.THOMPSON DATE PEDRO G. HERNANDEZ DATE
CITY CLERK CITY MANAGER
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
LEEANN BREHM DATE JULIE 0. BRU DATE
RISK MANAGEMENT CITY ATTORNEY
—4—
This Instrument Prepared By and Return To:
City of Miami
City Attorney's Office
444 S.W. 2ND Avenue
Miami, Florida 33130-1910
ATTACffi1IENT "I"
DECLARATION
OF
RESTRICTIVE COVENANTS
This Declaration of Restrictive Covenants (the "Covenant") made this day of
, 2009 by Greater Miami Boys' Clubs Foundation, Inc., a Florida not for -profit
corporation (hereinafter referred to as "Property Owner."), is in favor of the City of Miami, a
municipal corporation of the State of Florida (hereinafter referred to as the "City").
RECITALS
WHEREAS, Property Owner holds title to certain property Located in the City of Miami,
Florida, as legally described on Exhibit "A" (the "Property"); and
WHEREAS, The Boys and Girls Club of Miami -Dade Inc. have been allocated funding
for Public Facilities and Improvements activities for the facility located at 2805 SW 32 Avenue,
Miami, FL 33137 (the "Project"); and
WHEREAS, the City and Property Owner have heretofore entered into an agreement
("Agreement") which sets forth the terms and conditions pursuant to which the City provided Boys
and Girls Club of Miami -Dade the sum of one hundred and fifty thousand dollars ($150,000.00) in
Community Development Block Grant funds ("CDBG Funds") to carry out Public Facilities and
Improvement activities as authorized by the City Commission through Resolution No. 09- on
June 18, 2009 for the completion of the Project; and
WHEREAS, Property Owner desires to make a binding commitment to assure that the
Property shall be improved in accordance with the provisions of this Covenant;
NOW THEREFORE, Property Owner voluntarily covenants and agrees that the Property
shall be subject to the following restrictions that are intended and shall be deemed to be
covenants running with the land and binding upon Property Owner and its heirs, successors and
assigns as follows:
Section 1. The recitals and findings set forth in the preamble of this Covenant are
hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section.
Section 2. Use of Grant: The Grant shall be used exclusively for the construction
costs associated with public facilities and improvements of the Property.
Section 3. Use of Property: The Project shall be developed on the Property. Boys
and Girls Club of Miami -Dade, Inc. shall continue to provide youth services to low to moderate
income children, for a period of five (5) years, commencing on the date of final allocation of
funds ("Covenant Period") for the Project or such longer period of time as may be prescribed by
the CDBG Requirements, the Community Development Block Grant Public Facilities and
Improvement Agreement, as amended, of even date herewith between Boys and Girls Club of
Miami -Dade, Inc. and the City relating to the CDBG Funds allocated by the City for the Project
(the "Agreement") and/or the City.
Section 4. Property Owner is required to (a) reimburse the City of Miami 100% of
the amount of the grant actually disbursed for this Project if the Property is sold during the
Covenant Period or if the use changes during the Covenant Period and (b) pay the City of Miami
an amount equal to the current market value of the Property, less any portion (on a
prorated/percentage basis) of the value attributable to expenditures of non-CDBG funds for the
acquisition of, or improvement to the Property, if the Property is sold during the Covenant
Period. If the Property is sold after the Covenant Period, there will be no requirement for
reimbursement of funds or payment relating to the market value of the Property.
Section 5. Except as provided in the Agreement, Property Owner covenants and
agrees not to encumber or convey any interest in the Project or the Property without prior written
consent as required by the Agreement. For the purposes of this Covenant, any change in the
ownership or control of the Property shall be deemed a conveyance of an interest in the Project.
Section 6. Property Owner covenants and agrees that in the event (i) of a conveyance
of any interest in the Project or the Property without the City's prior written consent, or, (ii) that
the Property ceases to exist as a business, the Property Owner shall be required to reimburse the
City completely. If the Property is sold after the term of the covenant, there will be no
requirement for reimbursement of funds.
Section 7. Inspection and Enforcement: It is understood and agreed that any official
inspector of the City shall have the right any time during normal working hours to enter and
investigate the use of the Project to determine whether the conditions of this Covenant are being
complied with.
Section 8. Amendment and Modification: This Covenant may be modified,
amended or released as to any portion of the Project by a written instrument executed on behalf
of the City and by the then owner of the fee simple title to the land to be affected by such
modification, amendment or release. Should this instrument be modified, amended or released,
the City Manager shall execute a written instrument in recordable form to be recorded in the
Public Records of Miami -Dade County, Florida, effectuating and acknowledging such
modification, amendment, or release.
-2-
Section 9. Severability: Invalidation of one of the provisions of this Covenant by
judgment of Court shall not affect any of the other provisions of the Covenant, which shall
remain in full force and effect.
Section 10. Recordation: This Covenant shall be filed of record among the Public
Records of Miami -Dade County, Florida, at the sole cost and expense of Property Owner.
Section 11. This Covenant is a covenant running with the land. This Covenant shall
lapse and be of no further force and effect upon the expiration of the Covenant Period.
Section 12. All capitalized terms not defined herein shall have the meanings provided
in the Agreement.
IN WITNESS WHEREOF, caused this Declaration of
Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be
affixed hereto on the day and year first above -written.
ATTEST:
Greater Miami Boys' Clubs Foundation, Inc.
2805 SW 32 Avenue
Miami, FL 33133
a Florida not for profit corporation
By:
Date:
ACKNOWLEDGMENTS
STATE OF FLORIDA )
) SS:
COUNTY OF MIAlYII-DADE )
THE FOREGOING INSTRUMENT was acknowledged before me on this day of
2009 by as
of , on behalf of
who is personally known to me or who produced as
identification and did/did not take an oath.
Signature of Notary Public, State of Florida
Printed Name of Notary Public
My Commission Expires:
-3-
-4-
EXHIBIT A
DECLARATION OF RESTRICTIVE COVENANT
Legal Description of the Property
ADDRESS:
2805 SW 32 Avenue, Miami, FL 33133
LEGAL DESCRIPTION:
16 54 41 9.92 AC MIL BOYS CLUB OF MIAMI PB 46-12 PB 46-12 UNNUMBERED
TRACT LOT SIZE 432115 SQUARE FEET
-5-