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HomeMy WebLinkAboutBack-Up DocumentsGRANT AGREEMENT THIS BUSINESS GRANT AGREEMENT is entered into as of the day of , 20 by and between the CITY OF MIAMI, a Florida municipal corporation, whose address is 3500 Pan American Drive, Miami, Florida 33133 (hereinafter, the "CITY"), and CAMILLUS HOUSE, INC., a Florida not for profit corporation, with Federal Employer Identification Number ("FEIN") 65-0032862, having its principal office at 1603 NW 7thAvenue, Miami, Florida 33136 (hereinafter, "GRANTEE"). RECITALS WHEREAS, GRANTEE submitted a grant application and proposals to the CITY requesting funding of One Hundred Thousand Dollars and Zero Cents ($100,000.00) to underwrite the costs associated with providing services to the homeless in the CITY ("Grant"); and WHEREAS, GRANTEE and the CITY wish to enter into this Agreement to set forth the terms and conditions relating to the use of said Grant; 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 therein are true and correct and are hereby incorporated into this Agreement. 2. GRANT. Subject to the terms and conditions set forth herein and GRANTEE's compliance with all of its obligations hereunder, the CITY hereby agrees to make available to the GRANTEE the Grant to be used for the purpose and disbursed in the manner hereinafter provided. 1 3. USE OF GRANT. The Grant shall be used to underwrite the costs associated with the operation of the GRANTEE's Day Center Services Program wherein the GRANTEE will provide the following services including, but not limited to: a. Showers; b. Clothing; c. Mail; d. Referrals and linkage to care for mental health, medical treatment and housing; e. Groups and Activities; f. Meals; and g. ID services to assist with re-establishing personal identification. The program will serve approximately about One Hundred Seventy Five (175) homeless men and women a day, Monday through Friday, in the City of Miami. 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 such requirements 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 term hereof. Without limiting of the foregoing, GRANTEE represents and warrants that it will comply with, and the Grant will be used in accordance with, all applicable federal, state, and local codes, laws, rules and regulations. 5. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. GRANTEE agrees to maintain all records as required by the CITY. b. At the CITY's request, and no later than thirty (30) days thereafter, GRANTEE shall deliver to the CITY such written statements relating to the use of the Grant as the CITY may require. c. The CITY shall have the right to conduct audits of GRANTEE's records pertaining to the Grant and to visit the Project to conduct its monitoring and evaluation activities. GRANTEE agrees to cooperate with the CITY in the performance of these activities. d. GRANTEE's failure to comply with these requirements or the receipt or 2 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. 6. REVERSION OF ASSETS. Upon the expiration, termination, or cancellation of the term of this Agreement, GRANTEE shall transfer to the CITY any unused Grant funds at the time of such expiration. 7. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Agreement, and at the time of execution of this Agreement, the CITY shall make available to GRANTEE up to One Hundred Thousand Dollars ($100,000.00). Payments will be made only after receipt and approval of project specific invoices, submitted to the CITY. In no event shall payments to GRANTEE under this Grant agreement exceed One Hundred Thousand Dollars ($100,000.00), nor shall they be in any form other than through reimbursement or a form inconsistent with the terms contained herein. 8. TERM. The term of this Agreement shall commence on October 1, 2019, and shall terminate upon full disbursement of One Hundred Thousand Dollars and Zero Cents ($100,000.00); provided, however, that all rights of the CITY 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. The City shall have the right to an option of up to five (5) one (1) year renewals subject to the availability of funds and budgetary approval. 9. 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 CITY shall have the right to take one or more of the following actions, irrespective of any remedies available to it in law and/or equity: a. Withhold cash payments, pending correction of the deficiency by GRANTEE; b. Recover payments made to GRANTEE; 3 c. Disallow (that is, deny the use of the Grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards; or e. Take such other remedies that may be legally permitted. 10. 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 disability 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 disability 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. 11. CONFLICT OF INTEREST. GRANTEE has received copies of, and is familiar with, the following provisions regarding conflicts of interest in the performance of this Agreement by GRANTEE. GRANTEE covenants, represents and warrants that it shall comply with all of the following such conflict of interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 12. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 13. CERTIFICATIONS RELATING TO THE GRANT. GRANTEE certifies that: a. All expenditures of the Grant will be made in accordance with the provisions of this Agreement. b. Reasonable 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. 4 e. No expenditure of Grant funds shall be used for political activities. f. GRANTEE will be liable to the CITY for any amount of the Grant expended in a manner inconsistent with this Agreement. 14. DEFAULT. If GRANTEE fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then GRANTEE shall be in default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available to it by law, may immediately, upon written notice to GRANTEE, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CITY to GRANTEE while GRANTEE was in default shall be immediately returned to the CITY. 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. 15. LIABILITY OF THE CITY. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the CITY shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the CITY under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 16. SPECIFIC PERFORMANCE. In the event of breach of the Grant Agreement by the CITY, the GRANTEE may only seek specific performance of the Grant Agreement and any recovery shall be limited to the grant funding authorized for the Project. In no event shall the CITY be liable to GRANTEE for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 17. INDEMNIFICATION OF THE CITY. GRANTEE hereby agrees to indemnify, protect, defend, and hold harmless the CITY and its agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in connection with loss of life, personal injury, or damage to property arising out of the performance or non-performance of this Agreement, except to the extent such loss, injury or damage was caused by the gross negligence of the CITY or its agents. 18. INSURANCE. At all times during the term hereof, the GRANTEE shall maintain 5 insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the GRANTEE shall furnish to the CITY original certificates of insurance indicating that the GRANTEE is in compliance with the provisions described in Exhibit "A" attached hereto, and incorporated into this Agreement. 19. DISPUTES. In the event of a dispute between the CITY and GRANTEE as to the terms and conditions of this Agreement, the CITY and GRANTEE shall notify each other of the dispute and proceed in good faith to resolve the dispute within thirty (30) days of such written notice. If the dispute is not resolved within such thirty (30) days, the dispute shall be submitted to the CITY's Board of Commissioners for resolution within ninety (90) days thereof, or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 20. CAPTIONS. The captions in this Agreement are for convenience only and are nota 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. 21. ENTIRE AGREEMENT. This instrument constitutes the sole and only 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 CITY and GRANTEE relating to this Agreement or the Grant and/or Project. 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. 22. 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 through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 6 23. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and 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. 24. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. 25. 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 by the non -breaching party. 26. 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 provision shall be deemed severable, and in either event, the remaining provisions of this Agreement shall remain unmodified and in full force and effect. 27. NO 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 anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 28. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 29. OWNERSHIP OF DOCUMENTS. Upon request by the CITY, all documents developed by GRANTEE shall be delivered to the CITY upon completion of this Agreement, and may be used by the CITY, without restriction or limitation. GRANTEE 7 agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CITY to GRANTEE pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by GRANTEE for any other purposes whatsoever, without the written consent of the CITY. 30. AWARD OF AGREEMENT. GRANTEE 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 the Grant. 31. NON-DELEGABILITY. The obligations of GRANTEE 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. 32. CONSTRUCTION OF AGREEMENT AND VENUE. This Agreement shall be construed and enforced in accordance with Florida law. In the event of litigation as a result of this agreement, the venue shall be Miami -Dade County, Florida. Each party shall be responsible for its own attorney's fees. 33. TERMINATION OF CONTRACT FOR CONVENIENCE. The CITY retains the right to terminate this Agreement at any time for convenience, without penalty to the CITY. In that event, the CITY shall give five (5) days written notice of termination to GRANTEE. 34. NOTICE. 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 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 8 receipt, whichever is earlier. To GRANTEE: CAMILLUS HOUSE, INC. 2129NW 1st Court Miami, Florida 33127 Attn: Hilda M. Fernandez Chief Executive Officer To CITY: City of Miami 3500 Pan American Drive Miami, Florida 33133 Attn: Emilio T. Gonzalez City Manager With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Attn: Victoria Mendez, City Attorney 35. INDEPENDENT CONTRACTOR. GRANTEE, 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 programs of the CITY, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CITY. 36. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 9 37. AUTHORITY. Both the CITY and GRANTEE certify that each possesses the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of each party as a governing body, authorizing the execution of this Agreement, and identifying the official representative of each to act in connection herewith and to provide such additional information as may be required by the terms of this Agreement. 38. PUBLIC RECORDS. GRANTEE understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the CITY, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and GRANTEE agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. GRANTEE' s failure or refusal to comply with the provisions of this section shall result in immediate termination of the Agreement by the CITY. Pursuant to the provisions of Section 119.0701, Florida Statutes, GRANTEE must comply with the Florida Public Records Laws, specifically the GRANTEE must: a. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. b. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in the chapter referenced herein 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. d. Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the GRANTEE upon termination of the contract and destroy any duplicate public records that are 10 exempt or confidential and exempt from public records disclosure requirements. e. All records stored electronically must be provided to the CITY in a format compatible with the information technology systems of the public agency. GRANTEE agrees that all of the obligations in this section will survive the term, termination and cancellation hereof.[SIGNATURES APPEAR ON THE FOLLOWING PAGE] 11 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. CAMILLUS HOUSE, INC. HILDA M. FERNANDEZ CHIEF EXECUTIVE OFFICER CAMILLUS HOUSE, INC. Date: CITY OF MIAMI EMILIO T. GONZALEZ, PHD. CITY MANAGER CITY OF MIAMI, FLORIDA Date: Attest: TODD B. HANNON CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: APPROVED AS TO INSURANCE REQUIREMENTS: VICTORIA MENDEZ ANN-MARIE SHARPE CITY ATTORNEY RISK MANAGEMENT 12 EXHIBIT A INSURANCE REQUIREMENTS-CANHLLUS HOUSE I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured 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 Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V Umbrella Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 City of Miami listed as additional insured. Excess over all applicable liability policies contained herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. 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.