HomeMy WebLinkAboutBack-Up DocumentsThe:\ ature Conservancy
Grant number:
FLFO_100223_City of Miami_MSP
TNC ACCOUNTING INFORMATION
Project Name:
South FL Coastal Resilience
Project ID:
P119180
Award -Activity ID:
N/A
Book ID or Unique ID:
100
Source of funds:
❑ Private Foundation
❑x Private
Grant Agreement between The Nature Conservancy
And The City of Miami, Florida
WHEREAS, The Nature Conservancy ("TNC") is a U.S. 501(c)(3) non-profit organization, incorporated in
the District of Columbia, whose mission is to conserve the lands and waters on which all life depends; and
WHEREAS, the City of Miami is a government agency whose mission is committed to elevating the quality
of life of its residents by improving public safety, housing, mobility, diverse shared spaces that foster community,
and efficient and transparent government (the "City"); and
WHEREAS, the City is the owner of a municipal park known as Morningside Park located at 750 NE 556
Terrace, Miami, Florida (the "Park") and is currently implementing the Morningside Park Stormwater and
Shoreline Protection Project, Office of Capital Improvements ("OCI") Project No. 40-B173511A at the Park
("Project"); and
WHEREAS, the Park exhibits natural shoreline features such as mangroves and beaches that reduce wave
energy and have the potential to buffer coastal communities from storm surges and sea level rise and
WHEREAS, the Project emphasizes Nature -based Solutions ("NbS") for stormwater, seasonal high tides,
storm surge, and sea level rise and develops an approach for expanding nature -based solutions for coastal
resilience throughout the City; and
WHEREAS, in 2020 the City and TNC entered into a Grant Agreement dated November 3, 2020, pursuant
to Resolution R-20-0108 adopted by Miami City Commission on April 9,2020, as amended by Amendment #1 to
Grant Agreement dated July 12, 2021, the objective of which was to provide funding to the City for up to 30% of
the NbS design development for the Project under Phase 1, with the ability for the City and TNC to agree, in their
sole and absolute discretion, to possibly enter into an agreement to fund Phase 2 for 60% of the NbS design
development, and in their sole and absolute discretion to enter into an agreement to fund Phase 3 for 100% of
the NbS design development for the Project (the "2020 Grant Agreement"); and
WHEREAS, pursuant to the terms of the 2020 Grant Agreement TNC disbursed grant funds to the City for
the Phase 1 30% design development documents in an amount of $51,875.20, and the 2020 Grant Agreement
expired by its terms on April 30, 2021, with each of the parties having satisfied their obligations thereunder but
without any agreement to fund Phase 2 or Phase 3 of the Project's design development; and
WHEREAS, the City has completed the design development phase of the Project and is ready to proceed
to implement the NbS designs for the Project, and
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WHEREAS, TNC is pleased to provide additional grant funding in the amount ($236,445.93) and format
(reimbursement) described in this Grant Agreement (the "Agreement") for the Purpose defined below in further
support of the Project.
THEREFORE, the Parties hereby agree to the following terms and conditions:
1.Parties.
a. This Agreement is funded by and will be managed through the following TNC Business Unit ("BU"):
TNC BU Name:
Florida
TNC BU Office Address:
1035 South Semoran Blvd., Suite 2-1021B
Winter Park, Florida 32792
TNC Project Manager
("PM"):
Morgan Higman
TNC PM Telephone:
(850) 508-3042
TNC PM Email Address:
Morgan.higman@tnc.org
b. The following entity shall receive the funds as the "City":
Name of City:
City of Miami
Type of Entity:
Municipal Government
Country/State of
Incorporation:
Florida
Registered Address:
444 SW 2nd Avenue, 2nd Floor
Miami, Florida 33130
Name and Title of Contact
Person:
Sonia Brubaker
Chief Resilience Officer
Name and Title of
Authorized Representative:
Arthur Noreiga, City Manager
Telephone:
(305) 416-1214
Email Address:
SBrubaker@miamigov.com
2.Grant Purpose and Program. This Grant provides funds to the City for the activities described in the work plan
in Attachment A (the "Program"). The City shall comply with the Standard Terms and Conditions in Attachment
B.
3.Agreement Term. This Grant shall become effective upon execution by both Parties and will expire on May 31,
2025.
4.Term of Activities. The Program activities that can be charged to the Grant may start on November 1, 2024, and
may continue until May 31, 2025 (the "Term of the Activities"). With the exception of staff time for the preparation
of the final report(s), City may not engage in or charge any activities to the Grant before or after the Term of the
Activities.
5.Grant Amount and Disbursement. TNC's disbursement of Grant funds is contingent upon (a) City making
satisfactory progress with regard to the Program, and (b) City's timely submission and TNC's approval of any
required reports.
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6. This is a cost -reimbursable grant, which means TNC will provide City with funds up to a maximum amount of
$236,445.93 US Currency to be spent in accordance with the approved budget included in Attachment A-1. With
the prior written consent of TNC, budget amounts may be re -allocated between categories. The final amount will
depend on City's actual costs incurred in the successful completion of the Program as detailed in its financial
reports. Any unused Grant funds must be returned to TNC within 90 days following expiration or earlier
termination of the Agreement and said obligation shall survive the expiration or earlier termination of the
Agreement.
When requesting reimbursement, the City shall submit an invoice and attach all documentation verifying actual
expenses for the Project at the Park. TNC will make reimbursement payments to the City upon submittal, review,
and confirmation that the work and costs for which reimbursement is requested conform to the Purpose and
Objectives of this Agreement and Attachment A.
TNC may monitor and evaluate the Program's activities, which may include visits by TNC personnel and agents,
discussions with City's personnel, and review of financial and other records and materials related to the Program
activities financed by this Agreement in an effort to determine whether City's activities meet the TNC's funding
objectives.
7. Reporting. TNC reserves 30 days for the review and approval of each report. TNC is not obligated to make any
disbursements for reports submitted after the Agreement Term. The City must submit the following reports to
TNC by delivering them to Jennifer Carson, Finance Specialist, Jennifer.carson@tnc.org and to Morgan Higman,
Florida Climate Strategy Director, Morgan.Higman@tnc.org.
a. Financial and Programmatic reports must be submitted in accordance with the following schedule:
#
Description of Reports (Financial & Performance)
Report due date
1
Final Grant Report covering November 1, 2024 to May 31,
2025 (Entire Term of Activities)
Jul 1 2025
y '
The form of Financial Report is attached as Attachment A-2.
8. Choice of Law; Forum. This Agreement shall be construed and enforced according to the laws of the State of
Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party
shall bear its own attorneys' fees. Each party waives any defense, whether asserted by motion or pleading,
that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to
the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said
jurisdiction. The Parties waive any rights to a jury trial.
9. TERMINATION. Either Party shall have the right to terminate this Agreement by giving 30 (thirty) days written
notice to the other Party of intent to terminate.
10. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall
together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an
electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which
signature shall be binding on the party whose name is contained therein. Any party providing an electronic
signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon
request.
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11. PUBLIC RECORDS. TNC Conservancy understands that the public shall have access, at all reasonable times,
to all documents and information pertaining to the City and this Agreement, subject to the provisions of
Chapter 119, Florida Statutes, and any specific exemptions therefrom. The parties agree to allow access by
each other and by the public to all documents subject to disclosure under applicable law.
IF TNC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO TNC'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI
OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. TNC MAY ALSO CONTACT
THE RECORDS CUSTODIAN AT THE CITY OF MIAMI OFFICE OF RESILIENCE & SUSTAINABILITY WHO IS
ADMINISTERING THIS AGREEMENT.
12. AUTHORITY. Each person signing this Agreement represents and warrants that he or she is duly authorized
and has the 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 and
the certifications hereunder have been duly authorized, and that the Agreement is valid and legal
agreement binding on such party and enforceable in accordance with its terms.
13. ANTI -HUMAN TRAFFICKING. TNC confirms and certifies that it is not in violation of Section 787.06, Florida
Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06,
Florida Statutes. TNC shall execute and submit to the City an Affidavit in compliance with Section
787.06(13), Florida Statutes, attached an incorporated herein as Attachment "C." If TNC fails to comply with
the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior
notice, and in no event shall the City be liable to TNC for any compensation or for any consequential or
incidental damages.
14. SEVERABILITY. 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, then
the 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 or limitation of its use.
15. LIABILITY. To the extent allowed by Florida law (including, without limitation, Section 768.28 Florida Statutes),
the City shall be solely responsible for the payment of any and all claims for loss, personal injury, death,
property damage, arising out of any act or omission of its employees in connection with the performance of
the Project. Nothing contained herein waives the City's sovereign immunity nor shall be deemed a waiver of
sovereign immunity.
16. ENTIRE AGREEMENT. This is the entire agreement between the Parties. It replaces and supersedes any and
all oral agreements between the Parties, as well as any prior writings. Modifications and amendments to this
Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of the
Parties. TNC, its contractors, subcontractors, employees, and agents shall not be deemed agents or
employees of the City and shall not attain any rights or benefits under the Civil Service or Pension Ordinances
of the City, or any rights generally afforded classified or unclassified employees; further, they shall not be
deemed entitled to the Florida Workers' Compensation benefits as employees of the City.
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IN WITNESS WHEREOF, the City and TNC have executed this Agreement by their respective officers to
be effective as of the later date written below.
THE CITY OF MIAMI: Approved as to form and Correctness:
By:
Print Name:
Arthur Noriega V, City Manager
Date:
George K. Wysong III, City Attorney
Attest: Approved as to Insurance Requirements:
Print Name:
Todd B. Hannon, City Clerk
Date:
THE NATURE CONSERVANCY:
By:
Name:
Title:
Date:
Ann -Marie Sharpe, Director of Risk Management
ATTACHMENTS
Attachment A— Work Plan
Attachment A-1— Budget
Attachment A-2 - Financial Report
Attachment B —TNC Standard Terms & Conditions for Grants
Attachment C — Anti -Human Trafficking Affidavit
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(1)
Attachment A
Work Plan
Objective — Support Phase 1 General Conditions operations, procedures, and costs that are necessary
for the implementation and construction of Nature Based Solutions for the waterfront at Morningside
Park that will reduce flood risk within the park and the surrounding neighborhood, support climate
change adaptation, and address environmental degradation and biodiversity loss for Biscayne Bay
(collectively, the "NbS Solutions").
(2) Grant Activities:
Grant activities will facilitate NbS site preparation, landscape demolition, permitting, and administration
through contracted work, including but not limited to:
a. Costs for hardscape materials and plant materials for the NbS Solutions;
b. Demolition costs associated with implementing the Project Plans; and
c. Irrigation materials & installation costs for irrigation system supporting the NbS Solutions.
(3) Desired Outcome — The City will complete Phase 1 construction and general conditions work that will
enable NbS Solutions to begin construction.
(4) Timeline — Work for which the City wants to be reimbursed shall be completed by May 31, 2025.
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Attachment A-1
Budget
CATEGORY
NOT TO EXCEED AMOUNT
Morningside Park Phase 1 Construction
General conditions procedures including
but not limited to: site preparation,
landscape demolition, permitting, and
administration.
$236,445.93
Total
$236,445.93
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ATTACHMENT A-2
Form of Financial Report
FORM A - CONSOLIDATED FINANCIAL REPORT
NAME OF ORGANIZATION :
PROJECT NAME:
REPORT PERIOD:
City of Miami
Morningside Park Stormwater & F.
COUNTRY:
SITE:
SUBAWARD #:
Prior period adjustments require a detailed explanation in the notes section provided below.
Fill in the yellow shaded areas only.
USA
Miami, FL
FLFO_100223_City of Miami_MSP
TNC-FUNDED EXPENSES
CATEGORIES
Budget
(A)
Prior Period
Expenses (B)
Prior Period
Adjustments (C)
Current Period
Expenses (D)
TOTAL LOP
Expenses to
Date
(E=B+C+D)
Balance
(F= A-E)
A. PERSONNEL
B. FRINGE BENEFITS
C. TRAVEL
D. EQUIPMENT
E.SUPPLIES
F. CONTRACTUAL
G. CONSTRUCTION
H.OTHER
I. TOTAL DIRECT COSTS
J.INDIRECTCOSTS
-
-
-
-
-
-
236,445.93
-
236,445.93
-
-
-
236,445.93
-
-
-
-
236,445.93
-
K. TOTALS
236,445.93
-
-
-
-
236,445.93
PERCENTAGE OF BUDGET SPENT
0
MATCH EXPENSES
CATEGORIES
Budget
(A)
Prior Period
Expenses (B)
Prior Period
Adjustments (C)
Current Period
Expenses (D)
TOTAL LOP
Expenses to
Date
(E=B+C+D)
Balance
(F= A-E)
A. PERSONNEL
B. FRINGE BENEFITS
C. TRAVEL
D. EQUIPMENT
E.SUPPLIES
F.CONTRACTUAL
G.CONSTRUCTION
H.OTHER
I. TOTAL DIRECT COSTS
J.INDIRECTCOSTS
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
K. TOTALS
-
-
-
-
-
-
PROJECT TOTALS
236,445.93
236,445.93
OTHER SOURCES OF INCOME
Prior Period LOP
INCOME (A)
Current Period
INCOME(B)
TOTAL LOP
INCOME
(C= A+B)
GROSS PROGRAM INCOME
INTEREST
TOTAL
0.00
0.00
0.00
Explanation of Prior Period Adjustments:
NAME AND TITLE - PROJECT COORDINATOR
NAME AND TITLE - FINANCE DIRECTOR
SIGNATURE - PROJECT COORDINATOR SIGNATURE - FINANCE DIRECTOR
DATE OF SIGNATURE
Note: LOP means Life of Project.
DATE OF SIGNATURE
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Attachment B
The Nature Conservancy Standard Terms and Conditions for Grants
1. Use and Management of Funds. The City agrees to use the Grant funds exclusively for the Program. Any
disallowed expenditures or Grant funds not expended or committed for the Program must be returned to TNC
within 60 days following the end of the Agreement. Title to any property purchased with Grant funds vests
with the City. TNC acknowledges and agrees that any property purchased with Grant funds will be for the use
and the enjoyment of the public.
2. Procurement. The City will follow its own policies with regard to documentation of procurements and
maintain that documentation in their organization's grant files. If the City does not have written procurement
policies, it must retain documentation for procurements. Such documentation will include sole source
justification, if appropriate, or documentation of a competitive process or comparison shopping.
3. Intellectual Property. All rights, title, and interest in and to any materials developed with the Grant funds
vests in City with TNC receiving a fully paid, non-exclusive, perpetual, irrevocable, royalty -free, worldwide,
non -transferable, unassignable license to modify, publish, reproduce, distribute, make derivative works from,
make publicly available, share, and otherwise use in all media. City must provide TNC with copies of all
materials at no cost.
4. Acknowledgements and Name/Logo. City must acknowledge TNC's support of the Program in all relevant
media announcements, programs, and publications and obtain TNC's prior consent to the proposed
acknowledgments. Neither the City nor TNC may use the other party's name or logo for any other reason
without prior written permission.
5. Termination. Each of the City and TNC has the right to terminate this Agreement by giving 30 days written
notice to the other party of intent to terminate, which shall allow 15 days to conclude Program activities and
another 15 days for the preparation of any final report(s) before the revised expiration date of the Agreement
Term. Payment for activities satisfactorily completed, as determined by TNC, will be adjusted accordingly and,
if applicable, City must promptly return unused funds to TNC.
6. Miscellaneous. Neither Party may not publish or divulge any information marked as "confidential" without the
other Party's prior written consent and agrees to use confidential information solely in furtherance of the
Program, subject to the limitations provided in Chapter 119 Florida Statutes. City must maintain accurate
records of its costs and expenses for three (3) years and make the same available to TNC's internal and
external auditors upon request. City may not use or allow others to use any portion of the Grant Funds to
cause any impermissible private benefit or any private inurement to occur or to take any other action
inconsistent with Section 501(c)(3) of the U.S. Internal Revenue Code. Unless specifically authorized in
Attachment A, City may not use any portion of the Grant funds to engage in any lobbying activities, attempt to
influence legislation, or to participate or intervene in any political campaign, on behalf of or in opposition to
any candidate for public office. Neither this Agreement nor the Grant may be assigned by either Party in whole
or in part without the other Party's prior written permission.
7. Compliance with Laws. City represents that it can lawfully work in the jurisdiction where the Program
activities will be performed and has or will obtain (at City's expense) any necessary permits, licenses, or
authorizations. This includes, without limitation, a property owner's prior permission to enter upon private
property and any related permissions to ensure TNC has any future permissions necessary for completion of
the Program, if applicable. The City agrees to comply with all applicable laws including, but not limited to,
human rights laws, anti -discrimination laws, anti -bribery laws, anti -corruption laws, anti -money laundering
laws, counterterrorism laws, and economic sanctions laws. The City confirms it is not presently debarred,
suspended, or declared ineligible for awards from any government agency.
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8. Code of Conduct and Helpline. TNC expects itself and everyone with whom it does business to conduct
themselves in ways that are consistent with its TNC's Code of Conduct found at
www.nature.org/codeofconduct. Anyone (whether an employee of TNC or not) may contact the TNC Helpline
(anonymously, if desired) with questions, concerns, or suspected violations at www.nature.org/tnchelpline.
9. Compliance with Laws and other Safeguards. City represents, warrants, and agrees that City:
1. will work with, and require all authorized subgrantees to work with, TNC to identify material risks and
develop and implement appropriate environmental and social safeguards (e.g., consistent incorporation
of free, prior, and informed consent) when and if the Services could directly impact Indigenous Peoples or
Local Communities (IPLCs). Implementations plans must include periodic consultation with TNC;
2. will comply with all applicable human rights laws, statutes, regulations, and codes as well as any human
rights policy, standard operating procedure, guideline, or procedure adopted by TNC and shared with City.
Furthermore, in executing the Program activities, the City shall respect human rights by: (a) identifying,
preventing, and mitigating any potential or actual adverse human rights impacts resulting from its
activities or the activities of its subcontractors, subgrantees, suppliers, or similar third parties; and (b)
remediating any actual adverse human rights impacts which it causes or to which it contributes as soon as
is practicable. Finally, the City represents and warrants that neither City nor any of its employees has been
found at fault or penalized for any human rights violations or creating an adverse impact on human rights;
3. will not discriminate against any individual or group on the basis of race, religion, age, sex, national origin,
citizenship, disability, sexual orientation, genetic information, or veterans/national guard/military reserve
status;
4. will not take any actions that might cause TNC to be in violation of the laws, statutes, regulations, or
similar rules mentioned in this section (collectively, "Applicable Laws"); and
5. will immediately notify TNC in writing if any of the representations, warranties, certifications, statements,
or agreements in this section change before or during the Agreement Term.
If TNC determines that any of the representations, warranties, certifications, statements, or agreements in this
Section are false, no longer valid, or have materially changed, whether the City is at fault or not, TNC may
terminate this Grant effective immediately upon written notice to City, with no further obligation by TNC under
this Grant, including payment, and TNC may pursue all available remedies under Applicable Laws.
10. Binding Effect; Amendments. This Agreement supersedes all prior or contemporaneous oral or written
communications relating to the Grant and constitutes the entire agreement between the Parties relating to
the Grant. No amendment to this Agreement will be effective except in writing signed by both Parties.
[End of Attachment B]
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Attachment "C"
ANTI -HUMAN TRAFFICKING
AFFIDAVIT
The undersigned affirms, certifies, attests, and stipulates as follows: The entity/individual is a
nongovernmental entity authorized to transact business in the State of Florida (hereinafter,
"nongovernmental entity").
The nongovernmental entity is either executing, renewing, or extending a contract (including,
but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its
agencies, authorities, boards, trusts, or other City entity which constitutes a governmental
entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity
is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking."
The nongovernmental entity does not use "coercion" for labor or services as defined in Section
787.06, Florida Statutes (2024).
I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts,
statements and representations provided in Section 1 are true and correct.
I am an officer, a representative, or individual of the nongovernmental entity authorized to
execute this Anti -Human Trafficking Affidavit.
1. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the
following:
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/Individual:
Name: Title:
Signature:
Office Address:
Email Address: Main Phone Number:
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