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HomeMy WebLinkAboutExhibitGRANT AGREEMENT THIS AGREEMENT IS ENTERED INTO, AS OF THE 1ST DAY OF OCTOBER, 2013, BY AND BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, OF THE CITY OF MIAMI, A PUBLIC AGENCY AND BODY CORPORATE CREATED PURSUANT TO SECTION 163.356, FLORIDA STATUTES (INDIVIDUALLY AND COLLECTIVELY "CRA"), AND THE CITY OF MIAMI, FLORIDA, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA ("GRANTEE"), AUTHORIZING THE ALLOCATION OF GRANT FUNDS TO THE CITY OF MIAMI FOR THE `POLICE VISIBILITY PROGRAM' WITHIN THE OMNI REDEVELOPMENT AREA. RECITALS A. WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects within the Omni Redevelopment Area in accordance with its approved Redevelopment Plans; and B. WHEREAS, the improvement of the quality of life for residents and the elimination of conditions which contribute to blight in the Omni Redevelopment Area are stated redevelopment goals and objectives; and C. WHEREAS, in February 2008, the City of Miami Police Department presented the CRA Board with the "Police Visibility Program," an innovative community policing plan to address issues related to quality of life within the Omni Redevelopment Area; and D. WHEREAS, the Police Visibility Program consists of enhanced police services including, but not limited to, increased patrols, special operations, traffic details, club checks, criminal sweeps, prostitution details, and undercover narcotics details; and E. WHEREAS, the CRA Boards passed and adopted Joint Resolution No. CRA-R-08-0024, on April 28, 2008, which authorized the issuance of a grant to the City of Miami, Florida a municipal corporation of the State of Florida, (hereinafter, "GRANTEE"), for the Police Visibility Program within the Redevelopment Areas; and F. WHEREAS, upon further presentation by the City of Miami Police Department, the CRA Boards passed and adopted Joint Resolution No. CRA-R-09-0022, on April 27, 2009, which authorized an additional grant to the City of Miami in the amount of Three Hundred Forty-four Thousand Dollars and 00/100 ($344,000.00), for the Police Visibility Program; and G. WHEREAS, upon further presentation by the City of Miami Police Department, the CRA Boards passed and adopted Joint Resolution No. CRA-R-10-0047, on June 28, 2010, which authorized an additional grant to the City of Miami in the 7-(A2 3 d(0 goz_ GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 1 of 10 amount of Five Hundred Thousand Dollars and 00/100 ($500,000.00) for the Police Visibility Program; and H. WHEREAS, on November 28, 2011, the CRA Boards passed and adopted Resolution No. CRA-R-11-0064, authorizing the issuance of a grant funds in an amount not to exceed Three Hundred Fifty Thousand Dollars and 00/100 ($350,000.00), to GRANTEE, to underwrite costs associated with an expanded Police Visibility Program within the Omni Redevelopment Area; and I. WHEREAS, on December 15, 2011, the Miami City Commission passed and adopted Resolution No. R-11-0516, authorizing the acceptance of the Omni Redevelopment District Community Redevelopment Agency of the City of Miami grant funds; and J. WHEREAS, GRANTEE and the CRA wish to enter into this Grant Agreement to set forth the terms and conditions relating to the use of said grant funds; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree to as follows: THE GRANT 1. RECITALS. The recitals and all statements contained herein are true and correct and are hereby incorporated into this Grant Agreement (hereinafter, the "Agreement"). 2. GRANT. Subject to the terms and conditions set forth herein and GRANTEE's compliance with all of its obligations hereunder, the CRA hereby agrees to make available Grant funds to the GRANTEE to be used for the purpose stated herein and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used to underwrite the costs associated with the Police Visibility Program for the Omni Redevelopment Areas, as set forth in Attachment "A" ("Program Description") which is hereby incorporated by reference into this Agreement. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. GRANTEE understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting guidelines, and other requirements affecting the activities funded by the Grant. GRANTEE covenants and agrees to comply with the terms herein, and represents and warrants to the CRA that the Grant shall be used in accordance with all of the requirements, terms and conditions contained herein as the same may be amended during the term hereof. Without limiting the generality of the foregoing, GRANTEE represents and warrants that it will comply and the Grant will be used in accordance with all applicable federal, state, and Local codes, laws, rules, and regulations. GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 2 of 10 5. RECORDS AND REPORTS/AUDITS AND EVALUATION. (a) GRANTEE understands and acknowledges that the CRA must meet certain record keeping and reporting requirements with regard to the subject Grant. In order to enable the CRA to comply with its record keeping and reporting requirements, GRANTEE agrees to maintain all records as required by the CRA. (b) At the CRA's request, and no later than thirty (30) days thereafter, GRANTEE shall deliver to the CRA such written statements relating to the use of the Grant as the CRA may require. (c) The CRA shall have the right to conduct audits of GRANTEE's records pertaining to the subject Grant and to visit the administrators of the Police Visibility Program in order to conduct its monitoring and evaluation activities. GRANTEE agrees to cooperate with the CRA in the performance of these activities. (d) GRANTEE's failure to comply with the above -stated requirements, or discovery (via monitoring or evaluation) by the CRA of any inconsistent, incomplete, and/or inadequate reporting information shall be grounds for the immediate termination of this Agreement by the CRA. 6. REVERSION OF ASSETS. Upon the expiration of the term of this Agreement, GRANTEE shall transfer to the CRA any unused Grant funds existing at the time of such expiration without delay to the CRA. 7. REPRESENTATIONS AND WARRANTIES. GRANTEE represents and expressly warrants that all funds disbursed under the grant shall be used solely for the Police Visibility Program. Additionally, GRANTEE warrants that all invoices for all expenditures subject to disbursement from the Grant's funds shall be submitted to the CRA for review. 8. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Agreement, the CRA shall make available to GRANTEE up to Three Hundred Fifty Thousand Dollars and 00/100 ($350,000.00). Payments will be made only after receipt and approval of Police Visibility Program specific invoices and verification of acceptable work product. In no event shall payments to GRANTEE under this Agreement exceed Three Hundred Fifty Thousand Dollars and 00/100 ($350,000.00). 9. TERM. The term of this Agreement shall commence as of the date first above written, October 1, 2013, and shall terminate upon the earlier of either: i) Full disbursement of Grant funds in the total amount not to exceed Three Hundred Fifty Thousand Dollars and 00/100 ($350,000.00); or ii) Early termination, prior to disbursement of Grant funds allotted, for GRANTEE's failure to comply as provided in the terms of this Agreement; provided, however, that all rights of the CRA to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees and costs shall survive the expiration or earlier termination of this agreement. GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 3 of 10 10. REMEDIES FOR NON-COMPLIANCE. If GRANTEE fails to perform any of its obligations or covenants hereunder, or materially breaches, any of the terms contained herein, then the CRA shall have the right to take one or more of the following actions: (a) Withhold cash payments, pending correction of the deficiency by GRANTEE; and/or (b) Recover payments made to GRANTEE; and/or (c) Disallow and/or deny the GRANTEE use of the Grant for all or part of the cost for the activity or action not in compliance; and/or (d) Withhold further awards for the Police Visibility Program; and/or (e) Take such other remedies that may be legally permitted by the CRA. 11. NON-DISCRIMINATION: GRANTEE, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, or handicap in connection with its performance under this Agreement. Furthermore, GRANTEE represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status or handicap be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. GRANTEE represents that it has received copies of, and is familiar with the Code of the City of Miami as well as the Miami -Dade County Code and the provisions contained therein addressing conflicts of interest. GRANTEE shall not violate the mandates of those provisions in the performance of this Agreement. Specifically, GRANTEE covenants, represents and warrants that it will comply with all such conflict of interest provisions: (a) Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Dade County Code, Section 2-11.1. 13. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for the Police Visibility Program activities. This Agreement is subject to amendment and/or termination due to lack of funds and/or authorization, reduction of funds, and/or change in regulations. 14. CERTIFICATIONS RELATING TO THE GRANT. GRANTEE certifies that: (a) All expenditures of funds from the subject Grant will be made in accordance with the provisions of this Agreement; and (b) The Grant funds will not be co -mingled with any other funds and maintained in a separate bank account(s); and (c) Accounting records will be accurately maintained and all expenditures of funds from the Grant will be properly documented and such documentation will be kept on file; and (d) Periodic progress reports must be provided to the CRA as requested; and GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 4 of 10 (e) No expenditure of Grant funds shall be used for any political activities; and (f) GRANTEE will be liable to the CRA for any and all funds from the Grant expended in a manner inconsistent with the terms of this Agreement. 15. MARKETING. GRANTEE certifies that: (a) GRANTEE shall prominently display signage acknowledging the CRA's contribution to the Police Visibility Program at GRANTEE's primary place of business during the term of this agreement and continue said display thereafter for a period of two (2) years after its expiration. (b) GRANTEE shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo in acknowledgement of the CRA's contribution to the Police Visibility Program in all forms of media and communications created by GRANTEE for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or interne advertisements or interviews. (c) The CRA shall have the right to approve the form and placement of all acknowledgements however approval of same shall not be unreasonably withheld. (d) GRANTEE further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement or in GRANTEE's use of the CRA's name and/or logo confers, or may be construed as conferring GRANTEE any right, title, or interest whatsoever in the CRA's name and logo beyond the right granted in this Agreement. 16. DEFAULT. If GRANTEE fails to comply with any term or condition of this Agreement or fails to perform any of its obligations herein, then GRANTEE shall be deemed to be in default. Upon the occurrence of a default hereunder, the CRA, in addition to all remedies available to them by law, may immediately upon written notice to GRANTEE, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to GRANTEE while GRANTEE was in default shall be immediately returned to the CRA. GRANTEE understands and agrees that termination of this Agreement under this section shall not release GRANTEE from any obligation accruing prior to the effective date of termination. 17. LIABILITY OF THE CRA. No officer, employee, agent, and/or principal, whether disclosed or undisclosed, of the CRA shall be held personal liable with respect to any of the provisions contained in this Agreement. Any liability of the CRA within this Agreement shall be subject to the statutory limitations pursuant to Section 768.28, Florida Statutes (2013). 18. SPECIFIC PERFORMANCE. In the event of a breach by the CRA of the terms and conditions contained within this Agreement, the GRANTEE may only seek specific performance of this Agreement and any recovery shall be limited to the Grant funds entitled to GRANTEE for application to the Police Visibility Program. In no event GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 5 of 10 shall the CRA be liable to GRANTEE for any additional compensation, other than that provided herein, or for any consequential or incidental damages, fees, or costs. 19. INDEMNIFICATION OF THE CRA. GRANTEE shall indemnify, defend, and hold harmless the CRA and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses, including attorney's fees, or liabilities (hereinafter, collectively referred to as "liabilities") arising out of, resulting from, or in connection with: (i) the performance or non-performance of the services, supplies, materials, and equipment contemplated by this Agreement which is directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of GRANTEE, its employees, agents, or subcontractors (collectively referred to as "GRANTEE") regardless of whether it is, or is alleged to be, caused in whole or part,whether joint, concurrent or contributing, by any act, omission, default, breach, or negligence of the CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the CRA; or (ii) Any failures of the GRANTEE to comply with any of the provisions and paragraphs herein; or (iii) Any failures of the GRANTEE, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city ordinance in connection with the granting or performance of this Agreement, or any Amendment to this Agreement, or any actions or challenges that may arise out of this Agreement due to any alleged failure to comply with any applicable procurement requirements or similar limitations imposed on such agreements by law. GRANTEE expressly agrees to indemnify and hold harmless the CRA from and against all liabilities which may be asserted by an employee or former employee of GRANTEE, or any of its subcontractors, as provided above, for which the GRANTEE's liability to such employee or former employee would otherwise be limited to payments under Florida's Workers Compensation statutes or similar laws. This section shall be interpreted in a manner to comply with any applicable Florida Statutes, including, without limitation, Sections 725.06 and 725.08 Fla. Stat., if applicable. This indemnification shall survive the cancellation or expiration of the Agreement. 20. DISPUTES. In the event of a dispute between the Executive Director of the CRA and GRANTEE as to the terms and conditions of this Agreement, the Executive Director of the CRA and GRANTEE shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the CRA's Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this Agreement. The ultimate decision made by the CRA Board to resolve a dispute shall be deemed final and binding on the parties. GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 6 of 10 21. INTERPRETATION. (a) Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. (b) Entire Agreement. This instrument constitutes the sole agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRA and GRANTEE relating to this Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The use of a masculine (or neuter) pronoun and the singular number shall be understood to include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. (c) Construction. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or througl 1 its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. (d) Covenants. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. (e) Conflicting Terms. In the event of conflict between the terms of this Agreement, as well as any terms or conditions contained in any attached documents, the terms of this Agreement shall govem. (f) Waiver. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. (g) Severability. Should any provision 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, then such provision shall be 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. (h) Third -Party Beneficiary Rights. No provision of this Agreement shall, in any way, inure to the benefit of any third -parties so as to constitute any such third -party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 7 of 10 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party unless in writing and signed by both parties. 23. OWNERSHIP OF DOCUMENTS. Upon request by the CRA, all documents created, generated, or developed by GRANTEE shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. GRANTEE agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law as expressed in Chapter 119, Florida Statutes. It is farther understood by and between the parties that any document which is given by the CRA to GRANTEE pursuant to this Agreement shall at all times remain the property of the CRA and shall not be used by GRANTEE for any other purposes whatsoever without the written consent of the CRA. 24. AWARD OF AGREEMENT. GRANTEE warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement and that it has not offered to pay, has paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 25. NON-DELEGABILITY. The obligations of GRANTEE under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA at its sole discretion. 26. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced in accordance with Florida law. 27. TERMINATION OF CONTRACT. The CRA retains the right to terminate this Agreement, with or without cause, at any time without penalty to the CRA. In the event that the CRA intends to exercise itsright to terminate this Agreement, with or without cause, the CRA shall give (5) days written notice of termination to GRANTEE. 28. NOTICE. All notices or other communications which shall or may be privileged pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the CRA or GRANTEE at the address indicated below or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day (5th) after being posted, or the date of actual receipt, whichever is earlier. To CRA: Community Redevelopment Agency of the City of Miami 1401 N. Miami Avenue, 2nd Floor Miami, FL 33136 Attn: Pieter A. Bockweg, Executive Director To GRANTEE: City of Miami, Florida 444 S.W. 2nd Avenue, loth Floor GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 8 of 10 With copy to: Miami, FL 33130 Attn: Johnny Martinez, City Manager Miami Police Department 400 N.W. 2nd Avenue Miami, FL 33128 Attn: Manuel Orosa, Chief of Police Office of the City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130 Attn: Victoria E. Mendez, City Attorney 29. INDEPENDENT CONTRACTOR. GRANTEE, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or pension programs of the CRA, or any rights generally afforded to its employees. Furthermore, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successor, and assigns. 31. AUTHORITY. GRANTEE certifies that it possesses the legal authority to enter into this Agreement. A resolution, motion, or similar action has been duly adopted as an official act of GRANTEE's governing body, authorizing the execution of this Agreement, and identifying the official representative of GRANTEE to act in connection herewith and to provide such additional information as may be required by the CRA. IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the CRA and GRANTEE have executed this Agreement. CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida ("GRANTEE"): By: Johnny Martinez City Manager Date: GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 9 of 10 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI ("CRA"): By: Pieter A. Bockweg, Executive Director Date: ATTEST: By: Todd Hannon, City Clerk Date: APPROVED AS TO INSURANCE APPROVED AS TO FORM REQUIREMENTS: CORRECTNESS: By: By: Calvin Ellis Victoria Mendez Director, Risk Management City Attorney Date: Date: GRANT AGREEMENT POLICE VISIBILITY PROGRAM Page 10 of 10