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HomeMy WebLinkAboutBack-Up DocumentsGRANT AGREEMENT BETEWEEN CITY OF MIAMI, FLORIDA, AND CITY YEAR THIS GRANT AGREEMENT (hereinafter the "Agreement") is entered into this day of , 20 ,between the City of Miami, a municipal corporation of the State of Florida, whose principal address is 3500 Pan American Drive, Miami, Florida 33130 (hereinafter the "CITY"), and CITY YEAR, INC, a 501(c)(3) non-profit organization (Tax ID Number: 22- 2882549) of the Commonwealth of Massachusetts qualified to undertake business in the State of Florida, whose principal local address is 44 West Flagler Street, Suite 500, Miami, Florida 33130 (hereinafter referred to as the "RECIPIENT"). FUNDING SOURCE: 00001.450000.534000.0.0 19-20 Approved Budget PURPOSE: To sponsor one City Year Miami team for the 2019-2020 Program Year AMOUNT: One Hundred Thousand Dollars ($100,000.00) TERM OF AGREEMENT: Effective date of this agreement is from October 1, 2019 to September 30, 2020 RESOLUTION NUMBER: AGENCY'S ADDRESS: City Year Headquarters 287 Columbus Avenue Boston, MA 02116 Page 1 of 18 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: 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 City Commission Resolution 1.2 DEFINED TERMS. As used herein the following terms shall mean: 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 RECIPIENT 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, designs, electronic tapes, computer drives and diskettes or surveys. Award: Any funds received by the RECIPIENT from any source during the period of time in which the RECIPIENT is performing the obligations set forth in this Agreement. Low -and -Moderate A member of a low- or moderate -income household whose Income Person: Income is within specific income levels set forth by U.S. HUD. Page 2of18 ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Depatttnent prior to the CITY's execution of this Agreement: 2.1 The Work Program submitted by the RECIPIENT 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 RECIPIENT. It should specifically describe the activities to be carried out as a result of the expenditure of 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 play 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 RECIPIENT under this Agreement. 2.2 The Budget Summary attached hereto as Exhibit "C", including the RECIPIENT'S Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule and a copy of all subcontracts. 2.3 A list of key staff person (with their titles) who will carry out the Work Program. 2.4 Completion of an Authorized Representative Statement. 2.5 Job description and resumes for all positions funded in whole or in part under this Agreement. 2.6 The following corporate documents: (i) Bylaws, resolutions, and incumbency certificates for the RECIPIENT, certified by the RECIPIENT's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY. 2.7 All other documents reasonably required by the CITY. Page 3 of 18 ARTICLE III TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Depatttnent will act on behalf of the CITY in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 EFFECTIVE DATE AND TERM: The Effective date of this agreement is October 1, 2019 to September 30, 2020 3.3 OBLIGATIONS OF RECIPIENT. The RECIPIENT 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 policies, procedures, and requirements as prescribed in this Agreement, and as set forth by the CITY. 3.4 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 RECIPIENT shall immediately notify the Depatttnent in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the RECIPIENT 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 CITY OF MIAMI FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 COMPENSATION. The amount of compensation payable by the CITY to the RECIPIENT shall be pursuant to the rates, schedules and conditions described in Exhibit "C" attached hereto and incorporated into this Agreement. 4.2 INSURANCE. At all times during the term hereof, the RECIPIENT shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the RECIPIENT shall furnish to the CITY original certificates of insurance indicating that the RECIPIENT is in compliance with the provisions described in Exhibit "G" attached hereto, and incorporated into this Agreement. Page 4 of 18 4.3 FINANCIAL ACCOUNTABILITY. The CITY reserves the right to audit the records of the RECIPIENT at any time during the performance of this Agreement and for a period of five (5) years after its expiration/termination. The RECIPIENT 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/review and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the RECIPIENT 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 RECIPIENT shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY. 4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization of Community Investment programs, 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 RECORDS AND REPORTS 5.1 The RECIPIENT shall establish and maintain sufficient records to enable the CITY to determine whether the RECIPIENT has met the requirements of the Office of Community Investment. At a minimum, the following records shall be maintained by the RECIPIENT: 5.1.1 Records providing a full description of each activity assisted or undertaken with City of Miami Funds, including its location (if the activity has a geographical locus), the amount of City of Miami Funds and non -City of Miami Funds budgeted, obligated and expended for the activity. 5.1.2 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 City of Miami 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. Page 5 of 18 5.2 RETENTION AND ACCESSIBILITY OF RECORDS: 5.2.1 The Department of Human Services shall have the authority to review the RECIPIENT'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 RECIPIENT at least until the expiration of the Retention Period. All records and reports required herein shall be retained and made accessible as provided thereunder. The RECIPIENT further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The RECIPIENT 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 and any other personnel duly authorized by the CITY. 5.2.2 The RECIPIENT shall include in all the Department's approved subcontracts used to engage subcontractors to carry out any eligible substantive project or programmatic activities, as 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 programmatic activities and subject to the audit and record -keeping requirements described in this Agreement 5.2.3 If the CITY or the RECIPIENT 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. 5.2.4 The RECIPIENT shall notify the Department in writing, both during the term 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. 5.2.5 The RECIPIENT shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one year after the expiration of the Retention Period. 5.3 PROVISION OF RECORDS: 5.3.1 At any time upon request by the Department of Human Services, the RECIPIENT 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 Page 6 of 18 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. 5.4 MONITORING. The RECIPIENT shall permit the Department of Human Services and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of the RECIPIENT 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 RECIPIENT as requested by the Depaittnent. If a monitoring visit occurs, following such inspection or interviews, the Department will deliver to the RECIPIENT a report of its findings. The RECIPIENT will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Depatttnent with a reasonable justification for not correcting the same. The Department will determine, in its sole and absolute discretion, whether or not the RECIPIENT's justification is acceptable. At the request of the CITY, the RECIPIENT shall transmit to the CITY written statements of the RECIPIENT's official policies on specified issues relating to the RECIPIENT's activities. The CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff. The RECIPIENT 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. 5.5 RELATED PARTIES: 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 RECIPIENT is responsible for appointing memberships. Upon forming the relationship or if already formed, before of at the time of execution of this Agreement, the RECIPIENT shall report such relationship to the Department. Any supplemental information shall be promptly reported to the Department. The RECIPIENT shall report to the Department the name, purpose for and any and all other relevant information in connection with any related -party transaction. ARTICLE VI OTHER CITY OF MIAMI REQUIREMENTS 6.1 NON-DISCRIMINATION: The RECIPIENT shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status, sexual orientation, or disability in connection with the activities and/or the Work Program or its performance under this Agreement. Furthermore, the RECIPIENT agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status, sexual orientation, or disability, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. Page 7 of 18 6.2 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, RECIPIENT must transfer to the CITY any unused funds at the time of expiration/termination and any accounts receivable attributable to the use of the CITY Funds. 6.3 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) days after the RECIPIENT'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 RECIPIENT fails to comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement. ARTICLE VII REMEDIES, SUSPENSION, TERMINATION 7.1 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 RECIPIENT, 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 RECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the RECIPIENT that any payment made in accordance with this Agreement to the RECIPIENT shall be made only if the RECIPIENT is not in default under the terms of this Agreement. If the RECIPIENT is in default, the CITY shall not be obligated and shall not pay to the RECIPIENT any sum whatsoever. If the RECIPIENT fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 7.1.1 Temporarily withhold cash payments pending correction of the deficiency by the RECIPIENT, or such more severe enforcement action as the CITY determines is necessary or appropriate. 7.1.2 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. 7.1.3 Wholly or partially suspend or terminate the current funds awarded to the RECIPIENT. 7.1.4 Withhold further CITY OF MIAMI funding for the RECIPIENT. 7.1.5 Take all such other remedies that may be legally available. Notwithstanding any other provision of this Agreement, if the RECIPIENT fails to comply with any term of this Agreement, the RECIPIENT, 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 RECIPIENT's control, acquired or improved in whole or in part with the City of Miami (including City of Miami Investment Funds provided to the RECIPIENT in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non -Office of City of Miami funds for the acquisition of, or improvement to, the property. The payment is program income to the City. Page 8 of 18 7.2 SUSPENSION: 7.2.1 The Department may, for reasonable cause, temporarily suspend the RECIPIENT's operations and authority to obligate funds under this Agreement or withhold payments to the RECIPIENT pending necessary corrective action by the RECIPIENT, 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 CITY OF MIAMI Funds by the RECIPIENT; (ii) Failure by the RECIPIENT to comply with any term or provision of this Agreement; (iii) Failure by the RECIPIENT to submit any documents required by this Agreement; or (iv) The RECIPIENT's submittal of incorrect or incomplete documents. 7.2.2 The Department will notify the RECIPIENT in writing of any action taken pursuant to this Article by electronic mail, certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 7.3 TERMINATION. 7.3.1 Termination Because of Lack of Funds. In the event the CITY does not have the funds to provide the grant for this Agreement, or in the event that the CITY 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 RECIPIENT. Said notice shall be delivered by electronic mail, certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the CITY's funding is reduced for Community Investment programs, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the RECIPIENT pursuant to this Agreement. 7.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event the Depatttnent determines, in its sole and absolute discretion, that the RECIPIENT is not compliant with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in the event that the Depatttnent 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 Page 9 of 18 RECIPIENT to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. 7.3.3 Unless the RECIPIENT's breach is waived by the Department in writing, the Department may, by written notice to the RECIPIENT, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by electronic mail, 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 Department's right to legal or equitable remedies. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.1 INDEMNIFICATION. RECIPIENT shall indemnify, hold harmless, and defend at its own costs and expense, the City and its officials, officers, agents, representatives, and employees (collectively referred to as "Indemnitees"), and each of them from and against all losses, costs, penalties, fines, damages, claims, expenses , actions, causes of action, (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 negligent performance or non-performance (i.e. act or omission) of the Services contemplated by this Agreement (whether active or passive) of RECIPIENT or its employees or subcontractors (collectively referred to as "RECIPIENT") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of them, or (ii) the failure of the RECIPIENT to comply materially with any of the requirements herein, or the failure of the RECIPIENT to conform to statutes, ordinances, codes, rules, or other regulations, permits, approvals, or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement even if it is alleged that the City, its officials and/or employees were negligent. RECIPIENT expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of RECIPIENT, or any of its subcontractors, as provided above, for which the RECIPIENT's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. RECIPIENT further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to RECIPIENT's negligent performance under this Agreement, compliance with which is left by this Agreement to RECIPIENT, and (ii) any and all claims, and/or suits for labor , equipment, supplies, and materials furnished by RECIPIENT, one of the RECIPIENT's subcontractors, or utilized in the performance of this Agreement or otherwise. Page 10 of 18 RECIPIENT's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination/expiration of this Agreement. RECIPIENT understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by RECIPIENT throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 8.2 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 Depaitinent in writing. 8.3 OWNERSHIP OF DOCUMENTS; FLORIDA PUBLIC RECORDS LAW. All documents developed by the RECIPIENT 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 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. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CITY contracts, subject to the provisions, limitations and exemptions of Chapter 119, Florida Statutes, and agrees to allow access as applicable by the CITY and the public to all documents subject to disclosure under applicable law. RECIPIENT's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the CITY. IF RECIPIENT AS THE CONTRACTOR UNDER THIS AGREEMENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROVIDER'S DUTY AS THE CONTRACTOR'S TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL- PublicRecords@miamigov.com, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. THE RECIPIENT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. Pursuant to the provisions of § 119.0701, Florida Statutes (2017) RECIPIENT must comply with Florida public record laws, specifically the RECIPEINT as the provider of the Program services for the CITY must: Page 11 of 18 (a) Keep and maintain public records required by the public agency in order to perform the services for the Program; (b) Upon request from the CITY's custodian of public records, provide the CITY as the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Program term of this Agreement and all renewals hereof, and following the completion of this Agreement as a public contract if RECIPIENT as the Program services provider does not transfer the records to the CITY as the public agency; (d) Upon completion of this Agreement as a public contact, transfer, at no cost, to the public agency all public records in possession of RECIPIENT as the services provider or keep and maintain public records required by the CITY as the public agency to perform the services hereunder. If RECIPIENT as the service provider transfers all public records to the CITY as the public agency upon completion of this Agreement and all renewals hereof as the public contract, RECIPIENT as the service provider shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If RECIPENT as the service provider keeps and maintains public records upon completion of this Agreement and all renewals hereof as the public contract, RECIPIENT as the service provider shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY as the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the CITY as the public agency. It is further understood by and between the parties that any document, which is given by the CITY to the RECIPIENT pursuant to this Agreement, shall at all times remain the property of the CITY and shall not be used by the RECIPIENT for any other purpose whatsoever without the prior written consent of the CITY. 8.4 AWARD OF AGREEMENT. The 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. 8.5 NON-DELEGABILITY. The obligations undertaken by the RECIPIENT pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole Page 12 of 18 or in part, without the CITY's prior written consent which may be granted or withheld in the CITY's sole discretion. 8.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according to the laws of the State of Florida. 8.7 CONFLICT OF INTEREST. 8.7.1 The RECIPIENT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with the CITY OF MIAMI funded activities has any personal financial interest, direct or indirect, in this Agreement. The RECIPIENT further covenants that, in the performance of this Agreement, no person having such a conflicting interest shall be employed. Any such interest on the part of the RECIPIENT or its employees must be disclosed in writing to the CITY. 8.7.2 The RECIPIENT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), 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. 8.8 PROCUREMENT. The RECIPIENT shall comply with the procurement standards set by the City of Miami Purchasing Depaitinent. 8.9 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the RECIPIENT agrees and understands that the CITY has no obligation to renew this Agreement. 8.10 ENTIRE AGREEMENT. This instrument and its attachments constitute the only agreement of the parties hereto relating to the CITY of Miami 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. 8.11 GENERAL CONDITIONS. 8.11.1 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 Page 13 of 18 mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Milton Vickers, Depatttnent of Human Services City of Miami 444 Southwest 2nd Avenue, 10th Floor Miami, Florida 33130 WITH A COPY TO: Victoria Mendez, City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 RECIPIENT 8.11.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 8.11.3 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. 8.11.4 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. 8.11.5 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. 8.12 INDEPENDENT CONTRACTOR. The RECIPIENT 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 Page 14 of 18 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. 8.13 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 8.14 RECIPIENT CERTIFICATION. The RECIPIENT 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 RECIPIENT's governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the RECIPIENT to act in connection with this Agreement and to provide such information as may be required. 8.15 WAIVER OF JURY TRIAL. Neither the RECIPIENT, nor any assignee, successor, heir or personal representative of the RECIPIENT, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the RECIPIENT, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 8.16 Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 8.17 Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. 8.18 Counterparts. This Agreement may be executed in three (3) or more counterparts, all of which shall constitute the same instrument and each of which shall be deemed an original. Page 15 of 18 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. Name: Date: RECIPIENT a Florida not -for -profit corporation Title: ATTEST: Authorized Representative: Corporate Seal: CITY OF MIAMI, a municipal corporation of the State of Florida Emilio T. Gonzalez City Manager Date: Name: Date: Title: ATTEST: Todd Hannon City Clerk Date: APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS CORRECTNESS: Ann -Marie Sharpe Risk Management Date: Victoria Mendez City Attorney Page 16 of 18 Date: EXHIBIT G INSURANCE REQUIREMENTS- CITY YEAR, INC. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Covered Exposures and Endorsements $1,000,000 $2,000,000 $1,000,000 $1,000,000 City of Miami included as an additional insured Primary and Non Contributory Endorsement Contingent and Contractual Liability Premises and Operations Sexual Abuse and Molestation Coverage II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $300,000 B. Endorsements Required City of Miami included as an additional insured Page 17 of 18 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation 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 IV. Professional/Error's & Omissions Liability Combined Single Limit Each Claim General Aggregate Limit Retro Date Included V Accident/Medical Coverage (Excess) $ 250,000 $250,000 $25,000 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. Page 18 of 18