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HomeMy WebLinkAboutCRA-R-23-0011 DET_Grant AgreementGRANT AGREEMENT BETWEEN OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND THE DOWNTOWN DEVELOPMENT AUTHORITY FOR THE CONTINUATION OF THE DOWNTOWN ENHANCEMENT TEAM PURPLE SHIRTS PROGRAM THIS AGREEMENT is entered into as of the day of , 2023 by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA" or "GRANTOR"), with principal address at 1401 N. Miami Avenue, Miami Florida 33013 and the DOWNTOWN DEVELOPMENT AUTHORITY, an independent agency and instrumentality of the City of Miami ("MIAMI DDA" OR "GRANIEE"), with principal address at 200 S. Biscayne Boulevard, Suite 2929, Miami Florida 33130 . The CRA and the MIAMI DDA collectively shall hereinafter be referred to as the "Parties." RECITALS WHEREAS, the Florida Interlocal Cooperation Act of 1969, Chapter 163, Part I of the Florida Statutes ("Act"), permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other agencies on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with the needs of local communities, such as those contemplated herein; and WHEREAS, the Board of Commissioners ("Board") of the CRA, by Resolution No. CRA-R- 16-0057, adopted December 14th, 2016, initially authorized the issuance of a grant, in an amount not to exceed Fifty Thousand Dollars ($50,000.00), to the MIAMI DDA for the continuation/expansion of its Downtown Enhancement Team ("DET") Program ("DET Program") within the CRA's boundaries; and WHEREAS, the Board of the CRA, by Resolution No. CRA-R-18-0007, adopted January 17th, 2018, and by Resolution No. CRA-R-18-0036, adopted September 12, 2018, previously authorized the issuance of a grant, each in an amount not to exceed One Hundred Thousand Dollars Page 1 of 14 ($100,000.00), to the MIAMI DDA for the continuation/expansion of its DET Program within the CRA's boundaries; and WHEREAS, the Board of the CRA, by Resolution No. CRA-R-19-0042, adopted October 30, 2019, authorized the issuance of a grant for the continuation/expansion of its DET Program within the CRA's boundaries; and WHEREAS, the Board of the CRA, by Resolution No. CRA-R-21-0011, adopted June 3rd 2021, authorized the issuance of a grant in the amount not to exceed Three Hundred and Ten Thousand Dollars ($310,000.00) for the continuation/expansion of its DET Program within the CRA's boundaries; and WHEREAS, the Board of the CRA, by Resolution No. CRA-R-21-0040, adopted October 22nd 2021, authorized the issuance of a grant in the amount not to exceed Three Hundred and Ten Thousand Dollars ($310,000.00) for the continuation/expansion of its DET Program within the CRA's boundaries; and WHEREAS, the MIAMI DDA and the CRA 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 the MIAMI DDA's compliance with all of its obligations hereunder, the CRA hereby agrees to make available to the MIAMI DDA the Grant to be used for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used as follows: to underwrite the cost associated with the continuation/expansion of the DET Program within the CRA's boundaries ("Project"), as Page 2 of 14 described in Attachment "A" - Scope of Services and "B" — Omni CRA Map. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. The MIAMI DDA 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. The MIAMI DDA covenants and agrees to comply with such requirements and represents and warrants to the CRA that the Grant shall be used in accordance with all the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting of the foregoing, the MIAMI DDA 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) The MIAMI DDA understands and acknowledges that the CRA must meet certain record keeping and reporting requirements with regard to the Grant. In order to enable the CRA to comply with its record keeping and reporting requirements, the MIAMI DDA agrees to maintain all records as required by the CRA. (b) At the CRA's request, and no later than thirty (30) days thereafter, the MIAMI DDA shall deliver to the CRA such written statements relating to the use of the Grant as the CRA may require. (c) The CRA shall have the right to conduct audits of the MIAMI DDA's records pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation activities. The MIAMI DDA agrees to cooperate with the CRA in the performance of these activities. (d) The MIAMI DDA's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. 6. REVERSION OF ASSETS. Immediately upon the expiration, termination, or cancellation of the term of this Agreement, the MIAMI DDA shall transfer to the CRA any unused Grant funds at the time of such expiration. 7. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Page 3 of 14 Agreement, and upon the effective date of this Agreement, the CRA shall make available to the MIAMI DDA up to Three Hundred and Ten Thousand Dollars ($310,000.00). Payments will be made only after receipt and approval of project specific invoices by the Executive Director and verification of acceptable work product. The MIAMI DDA acknowledges and understands that in no event shall payments to the MIAMI DDA under this Agreement exceed Three Hundred and Ten Thousand Dollars ($310,000.00). 8. TERM. The term of this Agreement shall commence on the above -written date and shall terminate upon: i) full disbursement of Three Hundred and Ten Thousand Dollars ($310,000.00) in payments upon receipt and approval of project specific invoices and verification of acceptable work product; or ii) exactly twelve (12) months from the above -written date of this Agreement; or iii) earlier termination as provided for herein; provided, however, that all rights of the CRA to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees and costs shall survive the expiration or earlier termination of this Agreement for a period of not less than three (3) years. 9. REMEDIES FOR NON-COMPLIANCE. If the MIAMI DDA fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained herein, then the CRA shall have the right to take one or more of the following actions, at the sole discretion of the CRA, irrespective of any additional remedies available to it in law and/or equity: (a) Withhold cash payments, pending correction of the deficiency by the MIAMI DDA; (b) Recover payments made to the MIAMI DDA; (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 for the Project; or (e) Take such other remedies that may be legally permitted. 10. NON-DISCRIMINATION. The MIAMI DDA, 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 Page 4 of 14 Agreement. Furthermore, the MIAMI DDA 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. The MIAMI DDA has received copies of, and is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by the MIAMI DDA. The MIAMI DDA covenants, represents and warrants that it will comply with all such conflict of interest provisions: (a) Code of the City of Miami, Florida, Chapter 2, Article V. (b) Miami -Dade County Code, Section 2-11.1. 12. CONTINGENCY CLAUSE. Funding for this Agreement shall be contingent on the availability of funds and continued authorization for Project activities and shall be subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in regulations. 13. CERTIFICATIONS RELATING TO THE GRANT. The MIAMI DDA expressly warrants and certifies that: (a) All expenditures of the Grant shall be made in accordance with the provisions contained in this Agreement. (b) The Grant funds shall not be co -mingled with any other funds, and separate bank accounts and reasonable accounting records shall be maintained at all times throughout the term of this Agreement. (c) The expenditures of the Grant shall be properly documented, and such documentation shall be maintained on file. (d) Quarterly progress reports shall be provided to the CRA as requested. (e) No expenditure of Grant funds shall be used for any political activities whatsoever. (f) Notwithstanding the Remedies contained in Section 9, the MIAMI DDA shall be liable Page 5 of 14 to the CRA for any amount of the Grant expended in a manner inconsistent with this Agreement. 14. MARKETING. (a) The MIAMI DDA shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and communications created by the MIAMI DDA in relation to this Agreement and/or the Project, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purpose, including, but not limited to, stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or interviews. (b) The MIAMI DDA shall place the CRA name and/or logo on all uniforms worn by employees of the DET Program. (c) The CRA shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. (d) The MIAMI DDA further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in the MIAMI DDA's use of the CRA's name and logo, confers or may be construed as conferring to the MIAMI DDA any right, title, or interest whatsoever in the CRA's name and logo beyond the right granted in this Agreement. 14. DEFAULT. If the MIAMI DDA fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the MIAMI DDA shall be in default. Upon the occurrence of a default hereunder the CRA, in addition to all remedies available to it referenced in this Agreement and by law, may immediately, upon written notice to the MIAMI DDA, via electronic mail and/or U.S. Mail with certified return receipt, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to the MIAMI DDA while the MIAMI DDA was in default shall be immediately returned to the CRA within three (3) days upon receipt of such notice. The MIAMI DDA understands and agrees that termination of this Agreement under this section shall not release the MIAMI DDA from any liability and/or obligations accruing prior to the effective date of termination. 15. LIABILITY OF THE CRA. No officer, employee, agent, or principal, whether Page 6 of 14 disclosed or undisclosed, of the CRA shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the CRA 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 Agreement by the CRA, the MIAMI DDA may only seek specific performance of the Agreement and any recovery shall be limited to the grant funding authorized for the Project. In no event shall the CRA be liable to the MIAMI DDA for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 17. INDEMNIFICATION OF THE CRA. Subject to Section 768.28, Florida Statutes, the MIAMI DDA hereby agrees to indemnify, protect, defend, and hold harmless the CRA and its agents, employees, successors, assigns and representatives (collectively, "Indemnitees") from and against any and all third -party claims, actions, damages, liabilities, costs and expenses, including but not limited to fees of attorneys, investigators and experts in connection with or resulting from harmless loss of life, personal injury, damage to property and all other matters arising out of the scope and intent of this Agreement, except to the extent such loss, injury or damage was caused by the gross negligence of the CRA or its agents. The Parties acknowledge and understand that the MIAMI DDA procures insurance policies in accordance and subject to the limitations and provisions of Section 768.28, Florida Statutes. The provisions of this paragraph shall survive the termination or expiration of the Term of this Agreement. The Parties shall notify each other in writing of any claim or demand promptly upon learning of its existence. 18. DISPUTES. In the event of a dispute between the Parties as to the terms and conditions of this Agreement, the Executive Director of the CRA and the MIAMI DDA shall notify each of the dispute in writing 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 Board of the CRA 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. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the Parties hereto relating to the Grant, and correctly sets forth the rights, duties, and obligations of the Parties. There are no collateral or oral agreements or understandings between the CRA and Page 7 of 14 the MIAMI DDA 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 amendment to this Agreement in writing and executed by the Parties. 21. 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. 22. 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. 23. 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. 24. 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. 25. 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, then 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. 26. NO THIRD -PARTY BENEFICIARY RIGHTS. No provision of this Agreement Page 8 of 14 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. 27. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both Parties. 28. OWNERSHIP OF DOCUMENTS. Upon request by the CRA, all documents developed by the MIAMI DDA shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. The MIAMI DDA 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 CRA to the MIAMI DDA pursuant to this Agreement shall at all times remain the property of the CRA and shall not be used by the MIAMI DDA for any other purposes whatsoever, without the written consent of the CRA. 29. AWARD OF AGREEMENT. The MIAMI DDA warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 30. NON-DELEGABILITY. The obligations of the MIAMI DDA under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 31. GOVERNING LAW, VENUE AND ATTORNEY'S FEES. 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. 32. TERMINATION OF CONTRACT FOR CONVENIENCE. The CRA retains the right to terminate this Agreement at any time for convenience, with or without cause, without penalty to the CRA. In that event, the CRA shall give five (5) days written notice of termination Page 9 of 14 to the MIAMI DDA. 33. 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 receipt, whichever is earlier. To CRA: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue Miami, FL 33136 Attn: Humbero Gonzalez Executive Director To MIAMI DDA: Miami Downtown Development Authority 200 South Biscayne Boulevard, Suite 2929 Miami, FL 33131 Attn: Christina Crespi Executive Director With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 Attn: Victoria Mendez, City Attorney 34. INDEPENDENT CONTRACTOR. The MIAMI DDA, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or pension programs of the CRA, or any rights generally afforded its employees; further, they shall Page 10 of 14 not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 35. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 36. AUTHORITY. Both the CRA and the MIAMI DDA 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. 37. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and such counterparts shall together constitute but one and the same instrument. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF, or other electronic signature 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. 38. CAPTIONS AND HEADINGS. The Section headings or captions appearing in this Agreement are for convenience only, are not part of this Agreement, and are not to be considered in interpreting this Agreement. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Page 11 of 14 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. ATl'EST: Signature: Print: ATTEST: DOWNTOWN DEVELOPMENT AUTHORITY ("MIAMI DDA"), an independent agency and instrumentality of the City of Miami: By: Christina Crespi, Executive Director OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: By: Todd B. Hannon, Clerk of the Board Humberto Gonzalez, Executive Director Date: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez Ann -Marie Sharpe General Counsel Risk Management Director Page 12 of 14 ATTACHMENT "A" SCOPE OF SERVICE DWNTWN //1A/VI • ENHANCEMENT TEAM • Downtown Enhancement Team - CRA funded additional manpower to cover the OMJVl CRA Area (Area is defined in Attachment "B') Attachment "A" - Scope of Service: Camillus House, Inc. shall work with Chapman Partnership to provide all DET personnel including but not limited to the selection, interview, payroll processing/payment, benefits and all employee/employer related tasks for the DET team participants. The team members will be supervised on a daily basis by MIAMI DDA personnel but will report to a Camillus House, Inc. Manager and/or Chapman Partnership Manager. The team members will be required to participate in the following work areas : • Litter clean-up • Trash pick-up • Graffiti removal • Landscape installation/Right-of-Way ("ROW-) maintenance services • Trash receptacle maintenance The MIAMI DDA has the right to request that Camillus House, Inc. terminate any employee of the DET team that the MIAMI DDA deems unfit, unable or unwilling to provide the services required at any time during the team members employment with Camillus House, Inc. Page 13 of 14 ATTACHMENT "B" OMNI CRA MAP immismon viral mil iii Y��rdr MINE If FLUOR III ..A ewee a.. witaar 0/ BillCare Man ODAArea CRA Areas all Omni in Southeast Overtown! Park West Downtown Miami CRA Areas Page 14 of 14