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HomeMy WebLinkAboutExhibitCITY OF MIAMI, FLORIDA ANTI -POVERTY INITIATIVE ("API") AGREEMENT This Agreement (hereinafter the "Agreement") is entered into this day of 2016, between the City of Miami, a municipal corporation of the State of Florida (hereinafter the "CITY"), & a Florida not for profit corporation (hereinafter referred to as the "RECIPIENT") FUNDING SOURCE: CFDI # (If applicable): AMOUNT: Anti -Poverty Initiative N/A TERM OF AGREEMENT: Effective date of this agreement is to RESOLUTION NUMBER: AGENCY'S ADDRESS: NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Authorizing Execution of this Agreement Exhibit B Work Program Exhibit C Compensation and Budget Summary Exhibit D Certification Regarding Lobbying Form Exhibit E Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form) Exhibit F Crime Entity Affidavit Exhibit G Insurance Requirements 1.2 DEFINED TERMS. As used herein the following terms shall mean: Agreement Records Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved, which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the RECIPIENT or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. API Program: Anti -Poverty Initiative ("API") Department: The City of Miami Department of Community and Economic Development. Award: Any funds received by the RECIPIENT from, any source during the period of time in which the RECIPIENT is performing the obligations set forth in this Agreement. Low -and -Moderate A member of a low- or moderate -income household whose Income Person: Income is within specific income levels set forth by U.S. HUD. ARTICIJE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Department prior to the CITY's execution of this Agreement: 2.1 The Work Program submitted by the RECIPIENT to the CITY which shall become attached hereto as Exhibit "B" to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities to be carried out by the RECIPIENT. It should specifically describe the activities to be carried out as a result of the expenditure of Funds. Where appropriate it should list measurable objectives, define the who, what, where and when of the project, and in general 2 detail how these activities will ensure that the intended beneficiaries will be served. 2.1.2 The schedule of activities and measurable objectives play an essential role in the grant management system. The schedule should provide projected milestones and deadlines for the accomplishment of tasks in carrying out the Work Program. These projected milestones and deadlines are a basis for measuring actual progress during the term of this Agreement. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the RECIPIENT under this Agreement. 2.2 The Budget Summary attached hereto as Exhibit "C", including the RECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule and a copy of all subcontracts. 2.3 A list of key staff person (with their titles) who will carry out the Work Program. 2.4 Completion of an Authorized Representative Statement. 2.5 Job description and resumes for all positions funded in whole or in part under this Agreement. 2.6 The following corporate documents: (i) Bylaws, resolutions, and incumbency certificates for the RECIPIENT, certified by the RECIPIENT's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY. 2.7 All other documents reasonably required by the CITY. ARTICLE III TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on behalf of the CITY in the fiscal. control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 3.2 EFFECTIVE DATE AND TERM: The Effective date of this agreement is to 3.3 OBLIGATIONS OF RECIPIENT, The RECIPIENT shall carry out the services and activities as prescribed in its Work Program, which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and satisfactory to the CITY, and in accordance with the policies, procedures, and requirements as prescribed in this Agreement, and as set forth by the CITY. 3 3.4 POLICIES AND PROCEDURES MANUAL. The RECIPIENT is aware of and accepts the Policies and Procedures Manual, as applicable, for Community Development Block Grant ("CDBG") sub -recipients as the official document which outlines the fiscal, administrative and other guidelines which shall regulate the day-to-day operations of the RECIPIENT. The Policies and Procedures Manual for CDBG sub -recipients is incorporated herein and made a part of this Agreement. The City of Miami reserves the right to update this Policies and Procedures Manual via Program Directives. These Program Directives and updated versions of this Policies and Procedures Manual shall be incorporated. and made a part of this Agreement. 3.5 LEVEL OF SERVICE. Should start-up time for the Work Program be required or in the event of the occurrence of any delays in the activities thereunder, the RECIPIENT shall immediately notify the Department in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the RECIPIENT shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of fiends allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. ARTICLE IV API PROGRAM FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 COMPENSATION. The amount of compensation payable by the CITY to the RECIPIENT shall be pursuant to the rates, schedules and conditions described in Exhibit "C" attached hereto and incorporated into this Agreement. 4.2 INSURANCE. At all times during the term hereof, the RECIPIENT shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the RECIPIENT shall fiirnish to the CITY original certificates of insurance indicating that the RECIPIENT is in compliance with the provisions described in Exhibit "G" attached hereto, and incorporated into this Agreement. 4.3 FINANCIAL ACCOUNTABILITY. The CITY reserves the right to audit the records of the RECIPIENT at any time during the performance of this Agreement and for a period of five (5) years after its expiration/termination. The RECIPIENT agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit/review and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the RECIPIENT are subject to reduction for overpayments on previously submitted invoices. 4 4.4 RECAPTURE OF FUNDS. The CITY reserves the right to recapture fiends in the event that the RECIPIENT shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY. 4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the availability of fiends and continued authorization for APT Program activities, and is also subject to amendment or termination due to lack of fiends or authorization, reduction of fiends, and/or changes in regulations. ARTICLE V .�. 5.1 The RECIPIENT shall establish and maintain sufficient records to enable the CITY to determine whether the RECIPIENT has met the requirements of the API Program. At a minimum, the following records shall be maintained by the RECIPIENT: 5.1.1 Records providing a full description of each activity assisted or undertaken with API Program Funds, including its location (if the activity has a geographical locus), the amount of APT and non -API Program Funds budgeted, obligated and expended for the activity. 5.1.2 Equal Opportunity Records containing: (i) Data on the extent to which. each racial and ethnic group and single - headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with API Program Funds. Such information shall be used only as a basis for firther investigation relating to compliance with any requirement to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. 5.2 RETENTION AND ACCESSIBILITY OF RECORDS: 5.2.1 The Department shall have the authority to review the RECIPIENT's records, including project and programmatic records and books of account, for a period of five (5) years from the expiration/termination of this Agreement (the "Retention Period"). All books of account and. supporting documentation shall be kept by the RECIPIENT at least until the expiration of the Retention Period. All records and reports required herein shall be retained and made accessible as provided thereunder. The RECIPIENT further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The RECIPIENT shall ensure that the Agreement Records shall be E at all times subject to and available for full access and review, inspection and audit by the CITY and any other personnel duly authorized by the CITY. 5.2.2 The RECIPIENT shall include in all the Department's approved subcontracts used to engage subcontractors to carry out any eligible substantive project or programmatic activities, as described. in this Agreement and defined by the Department, each of the record-keeping and audit requirements detailed in this Agreement. The Department shall, in its sole discretion, determine when services are eligible substantive project and/or programmatic activities and subject to the audit and record-keeping requirements described in this Agreement 5.2.3 If the CITY or the RECIPIENT has received or given. notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities pursuant to the project, the activities and/or the Work Program or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Department fully, completely and finally resolved. 5.2.4 The RECIPIENT shall notify the Department in writing, both during the term of this Agreement and after its expiration/termination as part of the final closeout procedure, of the address where all Agreement Records will be retained. 5.2.5 The RECIPIENT shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one year after the expiration of the Retention Period. 5.3 PROVISION OF RECORDS; 5.3.1 At any time upon request by the Department, the RECIPIENT shall provide all Agreement Records to the Department. The requested Agreement Records shall become the property of the Department without restriction, reservation, or limitation on their use. The Department shall have unlimited. rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These rights include the right of royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the Work Program for public purposes. 5.4 MONITORING. The RECIPIENT shall permit the Department and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of the RECIPIENT which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the RECIPIENT as requested by the Department. If a monitoring visit occurs, following such inspection or interviews, the Department will deliver to the RECIPIENT a report of its findings. The RECIPIENT will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Department with a reasonable justification for not 0 correcting the same. The Department will determine, in its sole and absolute discretion, whether or not the RECIPIENT's justification is acceptable. At the request of the CITY, the RECIPIENT shall transmit to the CITY written statements of the RECIPIENT's official policies on specified issues relating to the RECIPIENT's activities. The CITY may carry out monitoring and evaluation activities, including visits and observations by CITY staff. The RECIPIENT shall ensure the cooperation of its employees and its Board members in such efforts, Any inconsistent, incomplete, or inadequate information, either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute cause for the CITY to terminate this Agreement. 5.5 RELATED PARTIES: The term "related -party transaction" includes, but is not limited to, a for-profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping Board of Directors and an organization for which the RECIPIENT is responsible for appointing memberships. Upon forming the relationship or if already formed, before of at the time of execution of this Agreement, the RECIPIENT shall report such relationship to the Department. Any supplemental information shall be promptly reported to the Department. The RECIPIENT shall report to the Department the name, purpose for and any and all other relevant information in connection with any related -party transaction. ARTICLE VI OTHER API PROGRAM REQUIREMENTS 6.1 NON-DISCRIMINATION: The RECIPIENT shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status or handicap in connection with the activities and/or the Work Program or its performance under this Agreement. Furthermore, the RECIPIENT agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 6.2 REVERSION OF ASSETS. Upon expiration/ternination of this Agreement, the RECIPIENT must transfer to the CITY any unused API Program Funds at the time of expiration/termination and any accounts receivable attributable to the use of API Program Funds. 6.3 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) days after the RECIPIENT's receipt of notice from the CITY (by certified or registered mail) of such violation may, at the option of the CITY, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In 7 addition to the remedies of the CITY set forth herein, if the RECIPIENT fails to comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement. ARTICLE VII REMEDIES, SUSPENSION, TERMINATION 7.1 REMEDIES FOR NONCOMPLIANCE. The CITY retains the right to terminate this Agreement at any. time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the RECIPIENT, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the RECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the RECIPIENT that any payment made in accordance with this Agreement to the RECIPIENT shall be made only if the RECIPIENT is not in default under the terms of this Agreement. If the RECIPIENT is in default, the CITY shall not be obligated and shall not pay to the RECIPIENT any sum whatsoever. If the RECIPIENT fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 7.1.1 Temporarily withhold cash payments pending correction of the deficiency by the RECIPIENT, or such more severe enforcement action as the CITY determines is necessary or appropriate. 7.1.2 Disallow (that is, deny both the use of finds and matching credit) for all or part of the cost of the activity or action not in compliance. 7.1.3 Wholly or partially suspend or terminate the current API Program Funds awarded to the RECIPIENT. 7.1.4 Withhold further API Program funding for the RECIPIENT. 7.1 ,5 Take all such other remedies that may be legally available. Notwithstanding any other provision. of this Agreement, if the RECIPIENT fails to comply with any term of this Agreement, the RECIPIENT, at the sole discretion of the City, shall pay to the City an amount equal to the current market value of any real property, under the RECIPIENT's control, acquired or improved in whole or in part with API Program Funds (including API Program. Funds provided to the RECIPIENT in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non -API Program fiinds for the acquisition. of, or improvement to, the property. The payment is program income to the City. I 7.2 SUSPENSION: 7.2.1 The Department may, for reasonable cause, temporarily suspend the RECIPIENT's operations and authority to obligate fiends under this Agreement or withhold payments to the RECIPIENT pending necessary corrective action by the RECIPIENT, or both. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include: (i) Ineffective or improper use of the API Program Funds by the RECIPIENT; (ii) Failure by the RECIPIENT to comply with any term or provision of this Agreement; (iii) Failure by the RECIPIENT to submit any documents required by this Agreement; or (iv) The RECIPIENT's submittal of incorrect or incomplete documents. 7.2.2 The Department will notify the RECIPIENT in writing of any action taken pursuant to this Article by electronic mail, certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 7.3 TERMINATION. 7.3.1 Termination Because of Lack of Funds. In the event the CITY does not have the funds to finance this Agreement, or in the event that the CITY de -obligates the fiends allocated to fiend this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the RECIPIENT. Said notice shall be delivered by electronic mail, certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the CITY's fiinding is reduced for API Program, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the RECIPIENT pursuant to this Agreement. 7.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event the Department determines, in its sole and absolute discretion, that the RECIPIENT is not compliant with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in. the event that the Department determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the RECIPIENT to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. 7.3.3 Unless the RECIPIENT's breach is waived by the Department in writing, the Department in.ay, by written notice to the RECIPIENT, tenninate this Agreement I upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by electronic mail, certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.1. INDEMNIFICATION. The RECIPIENT shall pay and hold the CITY harmless from and. against any and all claims, liabilities, losses, and causes of action which may arise out of the RECIPIENT's activities related to the Work Program or otherwise under this Agreement, including all acts or omissions to act on the part of the RECIPIENT and/or any persons acting for or on its behalf, and from and against any relevant orders, judgments, or decrees which may be entered against the CITY, and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense or investigation of any such claims or other matters. 8.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 8.3 OWNERSHIP OF DOCUMENTS. All documents developed by the RECIPIENT under this Agreement shall be delivered to the CITY upon completion of the activities required pursuant to this Agreement and shall become the property of the CITY, without restriction or limitation on their use, if requested by the City. The RECIPIENT agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is farther understood by and between the parties that any document, which is given by the CITY to the RECIPIENT pursuant to this Agreement, shall at all times remain the property of the CITY and shall not be used by the RECIPIENT for any other purpose whatsoever without the prior written consent of the CITY. 8.4 AWARD OF AGREEMENT. The RECIPIENT warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 10 8.5 NON-DELEGABILITY. The obligations undertaken by the RECIPIENT pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the CITY's prior written consent which may be granted or withheld in the CITY's sole discretion. 8.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced. according to the laws of the State of Florida. 8.7 CONFLICT OF INTEREST. 8.7.1 The RECIPIENT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with API Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The RECIPIENT further covenants that, in the performance of this Agreement, no person having such a conflicting interest shall be employed. Any such interest on the part of the RECIPIENT or its employees must be disclosed in writing to the CITY. 8.7.2 The RECIPIENT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), and agrees that it shall comply in all respects with the terms of the same. 8.8 PROCUREMENT, The RECIPIENT shall comply with the procurement standards ;set by the City of Miami Purchasing Department. 8.9 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the RECIPIENT agrees and understands that the CITY has no obligation to renew this Agreement. 8.10 ENTIRE AGREEMENT. This instrument and its attachments constitute the only agreement of the parties hereto relating to the API Program Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this .Agreement are of no force or effect. 8.11 GENERAL CONDITIONS. 8.11.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in person delivery or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time, upon notice in writing. Such notice shall be deemed given. on the day on which personally served, or, if by 11 mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI George Mensah, Director Department of Community and Economic Development 444 Southwest 2nd Avenue, 2nd Floor Miami, Florida 33130 8.11.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 8.1.1.3 In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. 8.11.4 No waiver of breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 8.11.5 Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or. the City of Miami, such provision, paragraph., sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severed, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 8.12 INDEPENDENT CONTRACTOR. The RECIPIENT and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and. shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of the CITY. 12 8.13 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 8.14 RECIPIENT CERTIFICATION. The RECIPIENT certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the RECIPIENT's governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the RECIPIENT to act in connection with this Agreement and to provide such information as may be required. 8.15 WAIVER OF JURY" TRIAL. Neither the RECIPIENT, nor any assignee, successor, heir or personal representative of the RECIPIENT, nor any other person or entity, shall. seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the RECIPIENT, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fiully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 13 IN WTTNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. AUTHORIZED REPRESENTATIVE: Name: Title: Date: CITY OF MIAMI, a municipal Corporation of the State of Florida Daniel J. Alfonso Date: City Manager APPROVED AS TO INSURANCE REQUIREMENTS Ann -Marie Sharpe Date: Risk Management 14 ATTEST: Name: Title: Corporate Seal: ATTEST: Todd Hannon City Clerk Date: Date: APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez Date: City Attorney