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HomeMy WebLinkAboutBack-Up DocumentTheNature Conservancy Grant Number: FY20-F105049-01-COM Accounting Information — Project Name: South FL Coastal Resilience / Chubb Foundation Project -Award -Activity Number: P119180 / F105049 Source of funds: Private Foundation ❑X Private ❑ GRANT BY TNC TO GRANTEE — PRIVATE FUNDS February 4, 2020 City of Miami Miami Riverside Center 444 SW 2nd Ave Miami, Florida 33130 Re: Grant No. FY20-F105049-01-COM Dear Ms. Jane Gilbert, We are very pleased to inform you that The Nature Conservancy (the "Conservancy") has agreed to make this Grant to the City of Miami ("Grantee") in the amount not to exceed $400,000. This Grant is under general agreement ("Prime Grant") between The Conservancy and Chubb Charitable Foundation for Resilience Project — Miami -Dade County dated September 24, 2018 ("Prime Grant"). I. OBJECTIVE The purpose of this Grant is to fund Grantee's design and permitting of a Morningside Park Stormwater and Shoreline Resilience Project ("Project") as described in the attached workplan and budget ("Attachment A"). II. TERM The start date of this Grant shall be the last date it is signed by both parties, and it shall expire on April 30, 2022. III. REPORTING Grantee shall submit the following reports using the attached formats ("Attachment B" and "Attachment C"): Financial reports and performance reports shall be submitted semiannually as outlined below. Page 1 of 11 Financial & Performance Reports Period of Service Report Due Date First Interim Execution — 9/30/2020 10/31/2020 Second Interim 10/1/2020 — 3/31/2021 4/30/2021 Third Interim 4/1/2021— 9/30/2021 10/31/2021 Final 10/1/2021 — 3/31/2022 4/30/2022 These reports shall be submitted by email or mail to: Joseph D. Schmidt, P.E., Coastal Resilience Project Manager 250 South Australian Ave, Suite 1100, West Palm Beach, Florida 33401 joseph.schmidt@tnc.org And Susanne Holmes, Grants Specialist 810 Gervais Street, Ste 202, Columbia, SC 29201 sholmes@tnc.org IV. PAYMENTS The Conservancy will make three reimbursement payments of up to $90,000 to the Grantee upon review and approval of design development documents (at 30%, 60%, and 90%) for the Project. In addition, the Conservancy will make one final reimbursement payment of remaining funds to the Grantee after submittal of requisite permits, completion of design for the Project, and submission and acceptance of the final deliverables. Notwithstanding anything contained in this Agreement to the contrary, the Conservancy's obligations shall not exceed Four Hundred Thousand Dollars ($400,000.00) in cash contributions as described in Attachment A, Section III. Budget. When requesting reimbursement, the Grantee shall attach an invoice and other documentation to the financial report (Attachment B) or noted deliverable for verification of actual expenses. V. EXPENDITURE LIMITED TO DESIGNATED PURPOSES Grant funds may be spent only in accordance with the provisions of the Grantee's funding request and budget submitted to the Conservancy. Expenditure of Grant funds is subject to modification only with the Conservancy's prior written approval. Any Grant funds not expended or committed for the purposes of this Grant must be returned to the Conservancy. The Conservancy may monitor and evaluate the Program's activities, which may include visits by Conservancy personnel and agents, discussions with Grantee's personnel, and review of financial and other records and materials related to the Program activities financed by this Grant in an effort to determine whether Grantee's activities meet the Conservancy's funding objectives. VI. PROVIDING FUNDS TO OTHERS The Grantee is prohibited from using the Conservancy's funds and/or assets for grants to others without the Conservancy's written permission. Page 2 of 11 VII. DISCLOSURE OF INTERNAL CONFLICTS OF INTEREST The Grantee must disclose to the Conservancy any proposed use of funds and/or assets for activities in which there is an apparent or actual conflict of interest between the Grantee and its employees, board members, or close relatives of the Grantee's employees or board members and make such expenditure subject to prior Conservancy approval. VIII. PROCUREMENT The Grantee will follow its own policies with regard to documentation of procurements and maintain that documentation in their organization's grant files. If the Grantee does not have written procurement policies, it must retain documentation for procurements (over US $5,000 outside the U.S. or over $10,000 in the U.S.). Such documentation will include sole source justification, if appropriate, or documentation of a competitive process or comparison shopping. IX. RECORDS AND AUDITS The Grantee agrees to maintain books, records, documents and other evidence pertaining to all costs and expenses incurred and revenues acquired under this Grant to the extent and in such detail as will properly reflect all costs and expenses for which reimbursement is claimed. These records shall be maintained for a period of three years after the final expenditure report is submitted. The Conservancy and its auditors (internal and external) will have access to all records relating to the Grant for three years after the final financial and programmatic reports for the Grant have been submitted to the Conservancy, unless local law requires a longer retention period. The Grantee shall be responsible for reimbursing for any disallowance of any expenditures related to the work the Grantee has performed. X. SEGREGATION OF COSTS The Grantee will segregate the costs of the project described herein from other projects that it currently administers. XI. JUSTIFICATION OF SALARY EXPENSES The Grantee must track employees' actual time spent on the entire Conservancy's privately -funded project in a time and effort reporting system. XII. TITLE TO AND USE OF PROPERTY Title to any property purchased with Grant funds vests in the Grantee. The Conservancy may not be charged for use of any property purchased with Grant funds. XIII. INTELLECTUAL PROPERTY LICENSE Title to any Materials developed with Grant funds vests in the Grantee, with the Conservancy getting free irrevocable license to use, publish or distribute all such copyrighted, trademarked, patented Materials, or Page 3 of 11 inventions, trade secrets or other intellectual property rights. The word "Materials" may include, but is not limited to reports, studies, photographs (and negatives), computer programs, drawings, writings or other similar works or documents, along with all supporting data and material, produced under this Agreement. The Grantee agrees to provide the Conservancy with copies of the Materials at no cost. XIV. ACKNOWLEDGMENTS The Grantee agrees to acknowledge the Conservancy's support of the project, including funding contributions and sponsorship, on all media announcements, programs and publications. XV. ASSIGNMENT This Grant may not be assigned by the Grantee in whole or in part without the prior written consent of the Conservancy. XVI. NO AGENCY No legal partnership or agency is established by this Grant. Neither party is authorized or empowered to act as an agent, employee or representative of the other, nor transact business or incur obligations in the name of the other party or for the account of the other party. Neither party shall be bound by any acts, representations, or conduct of the other. XVII. TERMINATION AND REMEDIES The Conservancy shall have the right to terminate this Grant by giving 30 (thirty) days written notice to the Grantee of intent to terminate. Should this occur, payment for work satisfactorily completed will be adjusted accordingly. In addition, if in the judgment of the Conservancy the Grantee defaults in performance of Grantee duties under this Grant, whether for circumstances within or beyond the control of the Grantee, the Conservancy may immediately terminate this Grant by written notice to the Grantee. Upon receipt of the termination notice from the Conservancy, the Grantee shall take all necessary action to cancel outstanding commitments relating to the work under this Grant. In the event of termination prior to the originally agreed upon expiration, the Conservancy shall pay of any obligations incurred by the Grantee that could not reasonably be canceled. If at any time the Prime Grant is terminated, this Grant shall also be automatically terminated as of the termination date of the Prime Grant. XVIII. XIX. LOBBYING AND POLITICAL CAMPAIGNING Grantee shall not use any portion of funds transferred under this Grant to engage in any lobbying activities unless the parties specifically agree to such lobbying activities in this agreement. Grantee shall not use any portion of funds transferred under this Grant to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to cause any private inurement or improper private benefit to occur, or to take any other action inconsistent with Section 501(c)(3) of the US Internal Revenue Code. Page 4 of 11 XIX. LIABILITY Grantee shall be solely responsible for the payment of any and all claims for loss, personal injury, death, property damage, or otherwise, arising out of any act or omission of its employees or agents in connection with the performance of this Program. Grantee agrees to indemnify and hold the Conservancy harmless from any and all claims, loss, damages, costs and expenses, including attorney fees through the appellate levels, made against or incurred by the Conservancy arising out of work performed by the Grantee under this Grant, or arising out of any act or omission of the Grantee. XX. USE OF CONSERVANCY NAME/LOGO The Grantee may not use the Conservancy's name and/or logo in any way without prior written consent from the Conservancy, except to the extent the work performed contemplates their inclusion in the final work product. XXI. CONFIDENTIAL INFORMATION During the performance of this Grant, the Grantee may have access to materials, data, strategies, other information relating to the Conservancy and its programs, or systems, which are intended for internal use only. Any such information acquired by the Grantee shall not be used, published, or divulged by the Grantee to any person, firm, or corporation or in any advertising or promotion regarding the Grantee or the Grantee's services, or in any manner or connection whatsoever without first having obtained the written permission of the Conservancy, which permission the Conservancy may withhold in its sole discretion. XXII. TAXES The Grantee agrees to be responsible for any and all filing and payment of taxes and for compliance with any and all provisions and requirements arising under any applicable tax laws. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld or paid by the Conservancy on behalf of the Grantee, or employees of the Grantee. If appropriate, the Conservancy shall report all fees paid to the Grantee to the IRS on Form 1099. XXIII. COMPLIANCE WITH LAWS The Grantee represents, warrants, and agrees that, in connection with the transactions contemplated by this Grant: (a) the Grantee can lawfully work in the United States; (b) the Grantee shall obtain, at its own expense (except to the extent otherwise explicitly stated in this Grant) any permits or licenses required for the Grantee's services under this Grant; and (c) the Grantee shall comply with all statutes, laws, ordinances, rules, regulations, court orders, and other governmental requirements of the United States, the State of Florida, and any other jurisdiction(s) in which the Grantee is organized or authorized to do business, including but not limited to any applicable anti -bribery statutes, which are applicable to the work to be done by the Grantee under this Grant (in each case, an "Applicable Law"). The Grantee shall not take any actions that might cause the Conservancy to be in violation of any of such Applicable Laws. XXIV. CERTIFICATION REGARDING MATERIAL SUPPORT AND RESOURCES TO TERRORISTS A. The Grantee hereby certifies: Page 5 of 11 1. The Grantee does not commit, attempt to commit, advocate, facilitate, or participates in terrorist acts, nor has it committed, attempted to commit, facilitated, or participated in terrorist acts. 2. The Grantee will take all reasonable steps to ensure that Grantee does not and will not knowingly provide, material support or resources to any individual or entity that commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitated, or participated in terrorist acts. 3. Before providing any material support or resources to an individual or entity, the Grantee will consider all information about that individual or entity of which it is aware or that is available to the public. 4. The Grantee will implement reasonable monitoring and oversight procedures to safeguard against assistance being diverted to support terrorist activity. B. For purposes of this Certification: 1. "Material support and resources" means currency or monetary instruments or financial securities, financial services, lodging, training, expert advice or assistance, safehouses, false documentation or identification, communications equipment, facilities, weapons, lethal substances, explosives, personnel, transportation, and other physical assets, except medicine or religious materials. 2. "Terrorist act" means: (I) an act prohibited pursuant to one of the 12 United Nations Conventions and Protocols related to terrorism (see UN terrorism conventions Internet site: http://untreaty.un.org/English/Terrorism.asp); or (ii) an act of premeditated, politically motivated violence perpetrated against noncombatant targets by subnational groups or clandestine agents; or (iii) any other act intended to cause death or serious bodily injury to a civilian, or to any other person not taking an active part in hostilities in a situation of armed conflict, when the purpose of such act, by its nature or context, is to intimidate a population, or to compel a government or an international organization to do or to abstain from doing any act. 3. "Entity" means a partnership, association, corporation, or other organization, group or subgroup. C. If any material misrepresentation in this Certification is discovered during the term of this Grant, the Conservancy may elect to declare this Grant null and void and immediately terminate it. In the case of an intentional material misrepresentation, the Conservancy may, at its option, recover damages resulting from the termination. Notice of termination shall be given to Grantee's address listed on page 1. Page 6 of 11 XXV. CHOICE OF LAW/FORUM This Grant shall be interpreted, construed and governed by the laws of Florida and such laws of the United States as may be applicable. In the event of any litigation over the interpretation or application of any of the terms or provisions of this Grant, the Conservancy and the Grantee agree that litigation shall be conducted in the Florida. XXVI. BINDING EFFECT/AMENDMENTS This Grant shall become binding when signed by the parties. This Grant supersedes all prior or contemporaneous communications and negotiations, both oral and written and constitutes the entire Grant between the parties relating to the work set out above. No amendment shall be effective except in writing signed by both parties. XXVI I. SEVERABILITY If any provision of this Grant is held invalid, the other provisions shall not be affected thereby. FOR THE CITY OF MIAMI FOR THE NATURE CONSERVANCY [REPRESENTATIVE NAME, TITLE] Temperince Morgan, Florida Executive Director Date: Date: Attachments: A — Work Plan B — Financial Report C — Performance Report Page 7 of 11 ATTACHMENT A — Work Plan I. Introduction With support from the Chubb Charitable Foundation, the Conservancy is working to change the way communities in South Florida think about nature — for protection. Healthy coral reefs, mangroves, and beaches reduce wave energy, and they have the potential to buffer coastal communities from storm surges and sea level rise. The traditional approach of building sea walls and other gray infrastructure for defensive measures is expensive and can be more carbon intensive. Gray infrastructure also transfers wave energy to other areas that may accelerate erosion of less armored property, and it characteristically does not enhance habitat. In addition, the loss and degradation of coral reefs, mangroves, and beaches as well as other green or natural infrastructure like salt marshes and oyster reefs leaves the growing population of Floridians more vulnerable to climate change. An estimated 4.6 million people — and 5,300 square miles of property — will be at risk by 2050. Today, natural infrastructure already provides significant risk -reduction benefits. A recent study funded by the Conservancy concluded that mangroves in Florida protected approximately 625,000 people and prevented $1.5 billion in direct flood damages during Hurricane Irma in 2017. Therefore, restoration and expansion of natural infrastructure can play an even larger — and quantifiable — role in protecting people and businesses tomorrow. By developing and implementing several demonstration projects in South Florida, the Conservancy seeks to illustrate the viability of natural infrastructure as well as nature -based and green -gray infrastructure as cost-effective and scalable solutions for coastal resilience. II. Description of Services The City of Miami ("Grantee") shall collaborate with the Conservancy for design and permitting of a Morningside Park Stormwater and Shoreline Resilience Project ("Project") by April 30, 2022. Enumeration of roles and responsibilities for this collaboration are as follows: The Grantee will: 1. Designate a point of contact (POC) and liaison for this Project 2. Assist the Conservancy with implementing volunteer workdays in support of the Project or in support of land stewardship activities at Morningside Park and/or Virginia Key Beach Park; 3. Lead the development of a Request for Qualifications (RFQ) to solicit professional design and permitting services for the Project, which emphasizes nature -based solutions for stormwater, seasonal high tides, storm surge, and sea level rise; 4. Follow applicable City of Miami policies and procedures to procure a design and permitting contractor for the Project; 5. Coordinate with the Conservancy during project design and permitting to explore the incorporation of nature -based solutions for the stormwater management system, where appropriate, and to refine living shorelines, nature -based coastal defenses, and/or green -grey infrastructure for the waterfront of Morningside Park; 6. Share approximately 30%, 60%, and 90% design development documents with the Conservancy to review provide feedback, and affirm applicable nature -based solutions for the Project; 7. Work in good faith with the Conservancy to make the Project "shovel -ready"; and 8. Lead the development of an administrative framework, which identifies suitable sites and provides recommendations for phasing and funding sources, to expand nature -based solutions for coastal resilience throughout the City of Miami. Page 8 of 11 The Conservancy will: 1. Designate a POC and liaison for this Project; 2. Lead volunteer workdays in support of the Project or in support of land stewardship activities at Morningside Park and/or Virginia Key Beach Park; 3. Assist the Grantee with developing a Request for Qualifications (RFQ) to solicit professional design and permitting services for the Project, which emphasizes nature -based solutions for stormwater, seasonal high tides, storm surge, and sea level rise; 4. Coordinate with the Grantee during project design and permitting to explore incorporation of nature -based solutions for the stormwater management system, where appropriate, and to refine living shorelines, nature -based coastal defenses, and green -grey infrastructure for approximately 1,900 feet of waterfront; 5. Review, provide feedback, and affirm the Grantee's 30%, 60%, and 90% design development documents for the Project; 6. Provide communications services, such as project -related announcements, press releases, photography and media/public engagement events, to the Grantee in support of the Project; 7. Work in good faith with the Grantee to make the Project "shovel -ready"; and 8. the Grantee with developing an administrative framework, which identifies suitable sites and provides recommendations for phasing and funding sources, to expand nature -based solutions for coastal resilience throughout the City of Miami. III. Budget The deliverables and payment schedule for this Grant are as follows: Deliverables Due Date Payment (1) First Interim Financial Report (2) First Interim Performance Report 10/31/2020 $0 (3) Second Interim Financial Report (4) Second Interim Performance Report (5) 30% Design Development Documents 4/30/2021 $90,000 (6) Third Interim Financial Report (7) Third Interim Performance Report (8) 60% Design Development Documents (9) Copies of Submitted Permit Applications 10/31/2021 $90,000 (10) 90% Design Development Documents 1/31/2022 $90,000 (11) Final Financial Report (12) Final Performance Report (13) Final Construction Drawings and Technical Specifications 4/30/2022 $130,000 Total Not to Exceed $400,000 Page 9 of 11 NAME OF ORGANIZATION : PROJECT NAME: REPORT PERIOD: DUNS#: ATTACHMENT B — FINANCIAL REPORT (see Instructions worksheetfor guidance) City of Miami SUBAWARD #: FY20-F105049-01-COM Morningside Park Coastal Resilience Project Prior period adjustments require a detailed explanation in the notes section provided below. Fill in the yellow shaded areas only. AWARD EXPENSES CATEGORIES Budget (A) Prior Period Expenses (B) Prior Period Adjustments (C) Current Period Expenses (D) TOTAL Project Expenses to Date (E=B+C+D) Balance (F= A-E) A. PERSONNEL - - - B. FRINGE BENEFITS - - - C. TRAVEL - - - D. SUPPLIES - - - E. CONTRACTUAL 400,000.00 - 400,000.00 F.OTHER - - - G. TOTAL DIRECT COSTS 400,000.00 - - - 400,000.00 H. INDIRECT COSTS - r - r - r - - I. TOTALS 400,000.00 - - - - 400,000.00 PERCENTAGE OF AWARD BUDGET SPENT 0% Explanation of Prior Period Adjustments: SUMMARY AND REQUEST FOR FUNDS Prior Period Expenses Current Expenses Cumulative TOTAL EXPENSES - - - TNC SHARE OF EXPENSES - - - (enter as positive number) TOTAL TNC FUNDS RECEIVED TO DATE REQUESTED TNC FUNDS (Line 2 - Line 4) - NAME AND 11TLE - PROJECT MANAGER NAME AND 11TLE - FINANCE REPRESENTATIVE SIGNATURE DATE SIGNATURE DATE Page 10 of 11 ATTACHMENT C — Performance Report Grant Agreement Number: FY20-F105049-01-COM Reporting Period:Click or tap here to enter text.. to Click or tap here to enter text. Project Manager: Click or tap here to enter text. Please provide: 1. A narrative of activities completed during this reporting period, and if applicable, quantify results as measurable products; i.e. percent of budget expended, acres of land treated/planted, or mass of nutrients removed/captured; Click or tap here to enter text. 2. An explanation of problems, conflicts or concerns, if any, which were encountered during this reporting period; Click or tap here to enter text. 3. A discussion of overall project status and, if warranted, updates or revisions to the project schedule; Click or tap here to enter text. 4. A summary of activities planned for the next reporting period, and if applicable, quantify expectations as measurable products. Click or tap here to enter text. Please attach any additional items to this Performance Report, if warranted, for further clarification or reference. Page 11 of 11