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HomeMy WebLinkAboutPre-LegislationsCity of Miami Master Report Resolution R-11-0401 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID #: 11-00760 Version: 1 Enactment Date: 10/13/11 Controlling Office of the City Status: Passed Body: Clerk Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXTEND THE AGREEMENT END TERM DATE, BETWEEN THE CITY OF MIAMI AND NEIGHBORS AND NEIGHBORS ASSOCIATION, INC., FROM OCTOBER 15, 2011 TO OCTOBER 15, 2012, TO ALLOW FOR THE COMPLETION OF THE REHABILITATION AND CONSTRUCTION IMPROVEMENTS OF THE PROPERTIES LOCATED AT 5861 NORTHWEST 17TH AVENUE AND 5841-45 NORTHWEST 17TH AVENUE, MIAMI, FLORIDA, KNOWN AS THE DISTRICT 5 BUSINESS CORRIDOR EXPANSION PROJECT; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NUMBER TWO TO THE EXISTING AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH SAID ENTITY, FOR SAID PURPOSE. Reference: Name: Ext. Agmt. - Neighbors & Neighbors Introduced: 8/16/11 Requester: Department of Cost: Final Action: 10/13/11 Community Development Notes: Sections: Indexes: Attachments: 11-00760-Submittal-Commissioner Sarnoff-Email From WASD.pdf, 11-00760 Summary Form.pdf, 11-00760 Notice to the Public.pdf, 11-00760 Pre-Legislation.pdf, 11-00760 Legislation.pdf, 11-00760 Exhibit 1.pdf Action History Ver. Acting Body Date Action Sent To Due Date Returned Result 1 Office of the City 8/31/11 Reviewed and Attorney Approved 1 City Commission 9/15/11 CONTINUED A motion was made by Marc David Sarnoff, seconded by Frank Carollo, that this matter be CONTINUED. The motion carried by the following vote: Aye: 5 - Wifredo (Willy) Gort, Marc David Sarnoff, Frank Carollo, Francis Suarez and Michelle Spence -Jones 1 City of Miami Page 1 Printed on 11/22/2011 ,1 City Commission 10/13/11 ADOPTED 1 City of Miami Page 2 Printed on 11/22/2011 AMENDMENT #2 TO • SPECIAL GRANT AGREEMENT BETWEEN THE CITY OF MIAMI AND Neighbors and Neighbors Association, Inc. This Amendment to the Agreement between the City of Miami, of the State of Florida ("City") and Neighbors and Neighbors Inc. October 15, 2008 (the "Agreement") is entered into this (Dday of RECITAL a municipal corporation "Sub recipient') dated �CQnot1'C,2012 WHEREAS, the City and Sub -recipient, have heretofore entered into the Agreement which sets forth the teinis and conditions pursuant to, which the City provided Subrecipient the sum of Two hundred fifty thousand dollars ($250,000.00) to provide special economic development activities for the rehabilitation and construction improvements of the properties located at 5861 NW 17 Avenue and 5841-45 NW 17 Avenue better known as District 5 Business Corridor Expansion Project. as authorized by the City Commission through Resolution No. 08-0122; and WHEREAS, all the funds are subject to the same teiins and conditions contained in the Agreement. NOW, THEREFORE, in consideration of the foregoing, the City and Subrecipient hereby agree to amend the Agreement as follows: 1. Section 12 of this Agreement is hereby amended to read as follows: TERM. The term of the Agreement shall commence on March 13, 2008 and end on October 15, 2012. Any costs incurred by the Subrecipient after this date will not be paid by the City. IN WITNESS THEREOF, the City and Subrecipient have caused this instrument to be executed by their respective officials as of the date of the first above written. ATTEST: jyiesAI; //1 9/! r Corporate Secretary Date ATTEST: Priscilla A. Thompso City Clerk APPROV D AS T INSURANCE '1 UIREMENTS: Calvin Ellis Risk Managemen SUBRECIPIENT Neighbors and Neighbors Association, Inc. 180 N.W. 62nd Street Miami, FL 33150 a Florida not -for -profit corporation By: SEAL CITY OF MIAMI, a municipal Corporation of the State of Florida By:(�-- Date Jo `: y M. ez Date Ci Manager ( 10/ Date APPROVED AS TO FORM AND CORRECTNESS: jib Julie O. t Julie O. Date City Attorney City of Miami Legislation Resolution: R-10-0362 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 10-00988 Final Action Date:9/16/2010 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXTEND THE AGREEMENT END TERM DATE, BETWEEN THE CITY OF MIAMI AND NEIGHBORS AND NEIGHBORS ASSOCIATION, INC., FROM OCTOBER 15, 2010 TO OCTOBER 15, 2011, TO ALLOW FOR THE COMPLETION OF THE REHABILITATION AND CONSTRUCTION IMPROVEMENTS OF THE PROPERTIES LOCATED AT 5861 NORTHWEST 17TH AVENUE AND 5841-45 NORTHWEST 17TH AVENUE, MIAMI, FLORIDA, KNOWN AS THE DISTRICT 5 BUSINESS CORRIDOR EXPANSION PROJECT; AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE. WHEREAS, pursuant to Resolution No. 08-0122, adopted March 13, 2008, the Miami City Commission authorized the allocation of $250,000 in Community Development Block Grant ("CDBG") funds to Neighbors and Neighbors Association, Inc. ("NANA") to provide special economic development activities for the rehabilitation and construction improvements of the properties located at 5861 Northwest 17th Avenue and 5841-45 Northwest 17th Avenue, Miami, Florida, known as the District 5 Business Corridor. Expansion Project; and WHEREAS, on June 8, 2010, the City of Miami ("City") Department of Community Development received a letter from NANA requesting that the term of the Agreement be extended for a one year period due to delays in completing the architectural plans and obtaining plans approval; and WHEREAS, in addition, said project is pending the receipt of the United States Department of Housing and Urban Development's environmental clearance; and WHEREAS, the City Administration recommends extending the Agreement end term date, between the City and NANA, from October 15, 2010 to October 15, 2011, to allow for the completion of the rehabilitation and construction improvements of the properties located at 5861 Northwest 17th Avenue and 5841-45 Northwest 17th Avenue, Miami, Florida, known as the District 5 Business Corridor Expansion Project; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1} to extend the Agreement end term date, between the City and NANA, from October 15, 2010 to October 15, 2011, to allow for the completion of the rehabilitation and construction improvements of the properties located at 5861 Northwest 1,7th Avenue and 5841-45 Northwest 17th Avenue, Miami, Florida, known as the District 5 Business Corridor City of Miami Page 1 of 2 File Id: 10-00988 (Version: 1) Printed On: 10/27/2010 File Number: 10-00988 Enactment Number: R-10-0362 Expansion Project. Section 3. The City Manager is authorized{1 } to execute an Amendment to the Agreement, in substantially the attached form, for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 2 of 2 File Id: 10-00988 (Version: 1) Printed On: 10/27/2010 AMENDMENT #1 TO SPECIALGRANT AGREEMENT BETWEEN THE CITY OF MIAMI AND Neighbors and Neighbors Association, Inc. This Amendment to the Agreement between the .City of Miami, a municipal corporation of the State of Florida ("City") and Neighbors and Nei hbors Inc. ("Sub recipient') 'dated October 15, 2008 (the "Agreement") is entered into this ay of \OVn tf1%e ► , 2010. RECITAL WHEREAS, the City and Sub -recipient, have heretofore entered into the Agreement which sets forth the terms and conditions pursuant to which the City provided Subrecipient the sum of Two hundred fifty thousand dollars ($250,000.00) to provide special economic development activities for the rehabilitation and construction improvements of the properties located at 5861 NW 17 Avenue and 5841-45 NW 17 Avenue better known as District 5 Business Conidor Expansion Project. as authorized by the City Commission through Resolution No. 08-0122; and WHEREAS, all the funds are subject to the same terms and conditions contained in the Agreement. NOW,. THEREFORE, in consideration of the foregoing, the City and Subrecipient hereby agree to amend the Agreement as follows.: 1. Section 12 of this Agreement is hereby amended to reacl.as follows: TERM. The term of the Agreement commence on March 13, 2008 and end on October 15, 2011. Any costs incurred by the Subrecipient after this date will not be paid by the City. IN WITNESS THEREOF, the City and Subrecipient have caused this instrument to be executed by their respective officials as of the date of the first above written. SUBRECIPIENT Neighbors and Neighbors Association, Inc. 180 NW 62 Street Miami, FL 33150 a Florida not -for -profit corporation ATTEST: ji.//-e"d_eZ‘-/-4 By: (i44412/0 Name: Teresa Leflore Name: Charles Stringer Title: Secretary Title: President ATTEST: B riscilla City Clerk . Thompson 14r- APPROVED AS TO FORM AND CORRECTNESS: By: Jul' . Bru Ci ' Attorney CORPORATE SEAL: CITY OF I IAMI, a m/ nicipal Corporation of the Staiel of Florida/ 10 Carlos A. Migoya City Manager APPROVED AS TINSURANCE REQUIREMENT By: Gary Reshefsk ask Managemen t City of Miami Master Report Resolution R-08-0122 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID #: 08-00227 Enactment Date: 3/13/08 Version: 1 Controlling Office of the City Status: Passed Body: Clerk Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE TRANSFER OF FUNDS, IN THE AMOUNT OF $250,000, FROM THE CITY OF MIAMI DEPARTMENT OF COMMUNITY DEVELOPMENT DISTRICT 5 BUSINESS CORRIDOR EXPANSION AND REHABILITATION ACCOUNT; ALLOCATING SAID FUNDS TO NEIGHBORS AND NEIGHBORS ASSOCIATION, INC., AS SPECIFIED IN EXHIBIT "A," ATTACHED AND INCORPORATED, TO PROVIDESEECIAL ECONOMIC DEVELOPMENT ACTIVITIES FOR THE COMMERSIAL REHABILITATION OF THE PROPERTIES LEGALLY DESCRIBED IN EXHIBIT "B," ATTACHED AND INCORPORATED; AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH SAID AGENCY, FOR SAID PURPOSE. Reference: Name: Transferring Funds-NANA Introduced: 2/21/08 Requester: Department of Cost: Final Action: 3/13/08 Community Development Notes: Sections: Indexes: Attachments: 08-00227 Legislation.pdf, 08-00227 Exhibit.pdf, 08-00227 Exhibit2.pdf, 08-00227 Exhibit3.pdf, 08-00227 Exhibit4.pdf, 08-00227 Exhibit5.pdf, 08-00227 Exhibit6.pdf, 08-00227 Exhibit7.pdf, 08-00227 Exhibit8.pdf, 08-00227 Exhibit9.pdf, 08-00227Exhibitl0.pdf, 08-00227 Exhibitl l.pdf, 08-00227 Exhibitl2.pdf, 08-00227 Exhibitl3.pdf, 08-00227 Summary Form.pdf, 08-00227 Public Notice.pdf, 08-00227 Pre-Legislation.pdf, 08-00227 Policy Attachment.pdf, 08-00227 Attachment A.pdf, 08-00227 Pre-Legislation2.pdf, 08-00227 Pre-Legislation3.pdf, 08-00227 Attachment A2.pdf, 08-00227 Pre-Legislation4.pdf, 08-00227 Exhibit A.pdf, 08-00227 Policy Attachment2.pdf Action History Ver. Acting Body Date Action Sent To Due Date Returned Result 1 Office of the City 3/3/08 Reviewed and Attorney Approved City of Miami Page I Printed on 6/23/2008 1 City Commission 3/13/08 ADOPTED City of Miami Page 2 Printed on 6/23/2008 EXHIBIT A Legal Description of the Property Physical Address: 5861 NW 17 Avenue Miami, Florida 33142 Legal Description: ORANGE HEIGHTS PB 1462 LOTS 3 & 4 BLK 14 LOT SIZE 50.000 X 89 OR 188142300 0999 2 (2) -5- EXHIBIT A Legal Description of the Property Physical Address: 5841-45 NW 17 Avenue Miami, Florida 33142 Legal Description: 14 53 41 ORANGE HEIGHTS PB 14-62 LOTS 7 & 8 BLK 15 LOT SIZE 56.000 X 89 OR 18030-2634 0398 3(5) COC 21601-4645 08 2003 4 -5- SPECIAL GRANT AGREEMENT This Special Grant Agreement ("Agreement") is made this t3 day of C) (*LAD C(r 2008, by and bete,-een the City of Miami; a municipal corporation of the State of Florida ("CITY") and Neighbors and Neighbors Association, Inc., a Florida not -for -profit corporation ("SUB- RECIPIENT.'). RECITAT, WHEREAS; the SUB -RECIPIENT 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`). WHEREAS, the City Commission. lay Resolution No. R-08-0122, adopted March 13, 2008, allocated funds and awarded a grant to SUB -RECIPIENT in the total amount of S250,000.00 to provide special economic development activities for the rehabilitation and construction improvements of the properties located at 5861 NW 17 Avenue and,5841-43 NW 17 Avenue better known as District 5 Business Corridor Expansion Project ("PROJECT"). WHEREAS, the SUB -RECIPIENT and the CITY wish to enter into this Agreement to set forth the terns and conditions relating to the use of said GRANT. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree to as follows: 1 EXHIB ITS EXHIBITS. Attached hereto and forming a part of this A a-reernent are the following Exhibits: Exhibit A Corporate Resolution Authorizing Execution of this Agreement. Exhibit B Work Program and Timeline Exhibit C Compensation and Budget Summary Exhibit D Disbursement Agreement Exhibit E Program Guidelines Exhibit F Certification Regarding Lobbying Form Exhibit G Certification Reaardi_ng Debarment, Suspension and other Responsibility ?\1attters (Primary Covered Transactions Form). Exhibit H Crime Entity Affidavit Exhibit I Insurance Requirements TERMS 1. RECITALS. The Recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. GRkNT. Subject to the terms and conditions set forth herein and the SUB-RECIPIENT's compliance with all of its obligations hereunder; the CITY hereby agrees .to make available for the PROJECT the GRkNT• to be used for the purpose of paying hard costs; and disbursed in the manner hereinafter provided, • 3. USE OF GRANT. The GRANT shall be used exclusively for the PROJECT as more particularly described in Exhibit "B" attached hereto and made part hereof. ?. COMPLIANCE WITH POLICIES AND PROCEDURES. The SUB -RECIPIENT understands that the use of the GRANT is subject to federal regulations, which require specific reporting-, record keeping, administrative methods; as well as contracting guidelines, and other requirements affecting the activities funded by the GRANT and, to a great extent; the day-to-day operations of the SLB-RECIPIENT. The SUB -RECIPIENT acknov,-ledges receipt 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.. The SUB -RECIPIENT covenants and agrees to comply and represents; and warrants to the CITY that the GRANT shall be used in accordance with all of the requirements, terms and conditions contained therein as the same may be amended during the tern thereof the CITY's guidelines are hereby incorporated into this Agreement and by this reference, are made a part hereof. Without limiting the ceneralit,% of the foregoing, the SUB -RECIPIENT represents and warrants that it will comply and the GRANT will be used in accordance with applicable uniform administrative requirements described in 24 CFR 570.502 and all federal laws and regulations described in 24 CFR 570 Subpart K; provided, however, that the SUB -RECIPIENT shall not 3 assume the CITY's environmental responsibility for initiating the review process under Executive Order 12372 and in accordance with the policies and procedures and all applicable federal, state and/or local codes; laws, rules and regulations. The Sub -recipient represents and warrants that it will comply with the Program Guidelines. 5. SCOPE OF SERVICES. 5.1 The SUB -RECIPIENT shall, in compliance with the tei .its and conditions and in accordance with the purpose of this Agreement, provide the services for the PROJECT as described in Exhibit "B", attached hereto and made part hereof. RECORDS AND REPORTS/AUDITS AND EVALUATION. 6.1 The SUB -RECIPIENT understands and acknowledges that the CITY must meet certain record keeping and reporting requirements with regard to the GRANT to ensure that said GRANT is used in accordance with the applicable CDBG Program requirements. In order to enable the CITY to comply with its record keeping and reporting requirements, the SUB - RECIPIENT agrees to maintain all records and comply with all requirements, to document that the activities being funded by the GRANT will benefit lov,-- to moderate -income persons as described in 24 CFR 570.506. 6.2 The CITY shall have the right to conduct audits of the SUB-R.ECIPIENT`s records and to visit the PROJECT, in order to conduct its monitoring and evaluation activities: The SUB- RECIPIENT agrees to cooperate with the CITY in the performance of these activities. 6.3 The SUB-RECIPIENT's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CITY of any inconsistent; incomplete or inadequate information shall be grounds for the immediate termination of this Agreement by the CITY. 7. REVERSION OF ASSETS. Upon expiration of the to in of this Agreement, the SUB - RECIPIENT shall transfer to the CITY any GRANT funds on hand at the time of said expiration and any accounts receivable attributable to the use of the GRANT. 8. REPRESENTATIONS AND .WARRANTIES. The SLAB -RECIPIENT represents and warrants that for a period of five (5) years from the date of the last disbursement of the GRANT pursuant to this Agreement that the funds shall be used for the purpose for which the GRANT has been awarded. 9. THE CITY'S RESPONSIBILITY/MONITORING AND AUDITING RIGHTS. The CITY is responsible for ensuring that the GRANT is used in accordance with the applicable CDBG Program requirements and for determining the adequacy of the SUB-RECIPIENT's performance under this Agreement. Accordingly, the SUB-RE.CIPIENT's compliance with the terms hereof is of the essence to this Agreement. The CITY's Department of Community Development will monitor the fiscal and programmatic operations of the PROJECT. To this end, the SUB -RECIPIENT shall make available to the CITY, upon the CITY's request, all financial, operational and other documents required by the CITY in this connection. 10. DISBURSEMENT OF GRANT. The CITY shall make available to the PROJECT up to S250,000.00 as more particularly described in Exhibit "C" attached hereto and made part hereof. 11. SEPARATION OF CHURCH/STATE. in accordance with the First Amendment Church/State Principles, as a general i?le; CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities. 24 CFR 570.200(J) sets forth certain restrictions and limitations applicable to the use of CDBG funds for religious -related activities. These restrictions and limitations shall be observed at all times. 12. TERM. The teiui of this Agreement shall commence on March 13, 2008 and shall terminate two (2) years from the date this Agreement is executed by both parties. 13. REMEDIES -FOR NON-COMPLIANCE. If the SUB -RECIPIENT materially fails to perfoini any of its obligations- or covenants hereunder, or materially breaches any of the terms contained herein, then the CITY shall have the right to take one or more of the following actions: (a) Temporarily withhold cash payments, pending correction of the deficiency by the SUB -RECIPIENT or more severe enforcement action by the awarding agency. (b) Disallow, (that is, deny both use of the GRANT and matching credit for) all or part of the cost for the activity or action not in compliance. 6 (c) Wholly or partly suspend or terminate the current award in accordance with 24 CFR8S. -13. (d) Withhold farther awards for the PROJECT. (e) Take other remedies that may be legally advisable. 14. TERMINATION FOR CONVENIENCE. The CITY may terminate this Agreement by convenience in accordance with the provisions of 24 CFR 85.44. 15. NON-DISCRIMINATION. The SUB -RECIPIENT, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion; national origin, age, marital status, or handicapped in connection with its performance under this Agreement. Furthermore, the SUB -RECIPIENT represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, or handicap, or be excluded from the participation in, be .denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 16. CONFLICT OF INTEREST. The SUB -RECIPIENT has received copies of, and is familiar with the following provisions regarding conflict of interest in the performance of this agreement by the SUB -RECIPIENT. The SUB -RECIPIENT covenants, represents and warrants that it will comply with all such conflict of interest provisions: (a) • 24 CFR 570.611 and other regulations refer ed to therein. (b) CITY Code, Chapter 2, Article V. 7 (c) Miami -Dade County Code, Section 2-11.1. 17. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for CDBG Program activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds; and/or change in regulations. 18. INDEMNIFICATION. The SUB -RECIPIENT shall indemnify and hold harmless the CiTY, its agents, officers, and employees from and against any and all claims, liabilities, losses; and causes of action which may. arise out of the SUB-RECIPIENT's performance under this Agreement, including all acts or omissions to act on the part of the SUB-PCIPIENT and any of its contractor/subcontractors, employees; agents and any person acting for or on their behalf; and from and against any and al_I costs, attomey's fees, expenses and liability in relation to any orders, judgments or decrees which may be entered against the CITY; and all costs, expenses and liabilities incurred by the CITY in connection with the defense of any such claims or in the investigation thereof. 19. INSURANCE. At all times during the teen hereof, the SUB -RECIPIENT shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the SUB -RECIPIENT shall furnish .to the CITY original certificates of insurance indicating that the SUB -RECIPIENT iS in compliance with the provisions described in Exhibit "I" attached hereto, which by this reference is incorporated into this Agreement. Compliance with the requirements stipulated in Exhibit "I" shall not relieve the SUB -RECIPIENT of its liability and obligations under this section or under any other section of this Agreement. 8 • SUB -RECIPIENT shall apply and obtain any other insurance coverage that the CITY may require for the execution of the Agreement. • SUB -RECIPIENT shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as `Indemnities') and each of them from and against all loss, costs, penalties, fines; damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement \v ich is caused; in whole or in part; by any act; omission; default or negligence (whether active or passive) of SUB-RECIPTFNT or its employees, agents or subcontractors, or (ii) the failure of the. SUB-RECiP1 NT to comply with any of the paragraphs herein or the failure of the SUB -RECIPIENT to conform to statutes, ordinances; or other regulations or requirements of any governmental_ authority, federal or state; in connection with the performance of this Agreement. SUB - RECIPIENT expressly agrees to indemnify and hold handless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of SUB -RECIPIENT, or any of its subcontractors, as provided above, for which the SUB-RECIPIENT's liability to such employee or former - employee would otherwise Compensation or. similar laws. be limited to payments under state Workers' 20. AMENDMENTS. No amendments to this Agreement shall be binding on either party, unless in writing and signed by both parties. 9 21. OWNE.RSHIP ..OF DOCUMENTS. All documents developed by the SUB -RECIPIENT or at its request pursuant to this Agreement shall be delivered to the CITY upon completion of the work contemplated by this Agreement, and shall become the property of the CITY, without restriction or limitation on its use. The SUB -RECIPIENT 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 lar 1]er understood by and between the parties that any documents which is given by the CITY to the SUB -RECIPIENT pursuant to thus Agreement shall at all times remain the property of the CITY, and shall not be used by the SUB -RECIPIENT for any other purposes whatsoever, without the written consent of the CITY. 22. AWARD OF AGREEMENT. The SUB -RECIPIENT 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. 23. NON-DELEGATABILITY. The obligations of the SUB -RECIPIENT under this Agreement shall not be delegated or assigned to any other party without the CITY's prior written consent which may be withheld by the CITY, in. its sole discretion. 10 24. CONSTRUCTION OF AGREEMENT. This Aa-reernent shall be construed and enforced in accordance •with Florida law. The SUB -RECIPIENT shall comply with all applicable laws; ordinances and codes of federal, state; and local governments. 25. TERMINATION OF CONTRACT. The CITY retains the right to terminate this Agreement at any time without penalty to the CITY. In that event, the CITY shall give written notice of termination to the SUB -RECIPIENT, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, shall the CITY pay the SUE -RECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood that any payment made in accordance with this Section shall be made only if no default has occurred in the performance of this Agreement. If the SUB -RECIPIENT is in default, or if the work contemplated hereunder is not being performed in accordance with the provisions hereof, the CITY shall in no way be obligated and shall not pay to the SUB -RECIPIENT any sum whatsoever. It is also understood that in accordance with 24 CFR 85.4-4, suspension or termination may occur if the SUB -RECIPIENT materially fails to comply with any terin•of this Agreement; or if the CITY deems it convenient to terminate it. 26. GENERAL CONDITIONS. (a) All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same 11 may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or; if by mail; on -the fifth day after being posted, or the date of actual receipt, whichever is earlier. CITY OF MIAMI Neighbors and Neighbors Association, Inc. DEP ARTMTNT OF COMMUNITY 180 NW 62nd Street DEVELOPMENT Miami, FL 33150 444 S.W. 2ND AVENUE, 2nd Floor MI_AMI, FL 33130 (b) Title and paragraph readings are for convenient reference and are not a part of this Agreement. (c) In the event of convict between the terms of this Agreement and any telnns or (d) (e) conditions contained in any attached documents, the terms of this Agreement shall govern. 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 «citing. 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, then such supervision; paragraph, sentence, word, or phrase shall he deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable; and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 12 77. INDEPENDENT CONTRACTOR. The SUB -RECIPIENT. its contractors, subcontractors; 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 unc'assified employees; further; they shall not be deemed entitled to the Florida Workers' Compensation benefits as employees of the CITY. 28. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto; and their respective heirs, executors; legal representatives, successors, and assigns. 29. ASSURANCES AND CERTIFICATIONS. The SUB -RECIPIENT assures and certifies that: (a) All expenditures of the GRANT will be made in accordance with the stated budget allocation as approved by the City Commission. (b) The GRANT will not be co -mingled with any other funds and that separate bank 1 accounts and accounting records will be maintained. (c) The expenditures of the GRANT will be properly documented and such documentation will be maintained on file. (d) Periodic progress reports will be provided to the CITY as requested. (e) The SUB -RECIPIENT will be liable to the CITY for the amount of the GRANT expended in a manner inconsistent with the work approved 'by the City Commission. No activity under this Agreement shall involve political activities. 13 (f) The SUB -RECIPIENT possesses legal authority to enter into this Agreement; a resolution, motion or similar action has been duly adopted or passed as an official act of the SUB-RECIPIENT`s governing body, authorizing the execution of this Agreement, including all understandings the person identified as the official representative of the SUB -RECIPIENT to act in connection with the CITY and to provide such additional information as may be required. 30. REVERSAL OF ASSETS/RESTRICTIVE COVENANT. The CITY shall have the right to record a restrictive covenant for each one of the properties in the PROTECT to ensure compliance with the use/disposition restrictions provided for herein, 31. RECAPTURE OF FUNDS. The CITY reserves the right to recapture funds in the event that the SUB -RECIPIENT 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. ENTIRE AGREEMENT. This instrument and its attachments constitute the sole and only agreement of the parties hereto relating to said GRANT and correctly set forth the rights, duties, and obligations promises,'necotiations, or representations not expressly set forth iii the Agreement are of no force or effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed . by the respective officials thereunto duly authorized on the first date above v,,ri ten. 14 ATTEST: CORPORATE SECRETARY DATE ATTEST: /' i l /�RISCILLA A. TH0?\FPSON DATE �✓ CITY CLERK APPROVED AS TO INSURANCE REQUIREMENTS: /27 „, ?t-4 / ()!/-6 O vTE.ERNN BREHl\4 DATE DIRECTOR, RISK MANAGEMENT Neighbors and Neighbors Association, Inc. 180 NIV.62nd Street Miami, FL 33150 a Florida not -for profit corporation BY: ` e: %✓; -- � %/' / ; PR IDENT D4ITE (AFFIX SEAL) CITY OF MI a 1\E, a municipal cor oration the State of Florida BY: /041-7 PEDRO G. HERNANDEZ, P.E `DATE CITY I\ZANAGER APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU ? / -T CITY ATTORNEY DATE 15