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AGREEMENT
entered into this �S+ day o
This agreement-�—"
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10840 by and between the City of Miamii a municipal corporation
of bade County, Florida, hereinafter referred to as "CITY"
and the international Oceanographic Foundation, hereinafter
referred to as "GRANTEE".
WITNESSETH:
the City Commission, by Resolution No. 84-166 of
WHEREAS,
February 9, 1984, allocated an,amount not to exceed $29000
to the International Oceanographic Foundation, monies from
Special Programs and Accounts, Contingent Fund; in
connection with the "Bounty of the Sea Food Festival";
NOW, THEREFORE, the City of Miami and the International
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Oceanographic Foundation, do mutually agree as follows:
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1. That the entire whereas section of this document shall
become an integral part of this agreement.
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2. TERM
This Agreement shall commence April-28, 1984, for the
purpose of providing the services stipulated on Paragraph 3 of
this agreement and shall terminate on May 1, 1984.
3. GRANTEE AGREES
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a) The GRANTEE shall hold a two day festival in conjunction
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with other cultural events to be held at the Planet Ocean
grounds on April 28 and 29, 1984.,
b) Insure the safety and welfare of the participants and the
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attending crowds by securing the services of the Cityts
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Police, Fire and Sanitation Departments in the manner
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prescribed by said Departments@
c) Obtain the necessary liceses and permits as prescribed.
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by City Code for these events.
-d) Facilitate the monitoring of this event by`,assi'sting'tte
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City Employee (s) assigned to:supervise these activities, }
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4 COMPENSATION.
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a) The CITY shall pay ttie GRANTEE, as ca��ensatlo fog tY�e�
services outlined pursuant to Paragraph 3 'hereof, the. azacunt Q c
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b) Said compensation shall be paid as reimbursement to the
GRANTEE upon presentation of original paid bills and/or
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professional services agreements on or before April 31st, 1984.
c) Such payment shall be made in accordance with the line
item budget attached and incorporated as a part of this
Agreement.
d) The GRANTEE and the CITY hereby agree that the maximum
amount payable under this contract shall not exceed $2,000.
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5. TERMINATION OF CONTRACT
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The CITY retains the right to terminate this Agreement at
any time prior to the completion of the services without penalty
to the CITY. In that event, notice of termination of this
Agreement shall be in writing to the GRANTEE who shall be paid
for expenses incurred prior to the date of the receipt of the
notice of termination. In no case, however, will the CITY pay
the GRANTEE an.amount in excess of the total sum provided by this
Agreement.
It is hereby understood by and between the CITY and the
GRANTEE that any.payments made in accordance with this Section to
the GRANTEE.shall bemadeonly if said GRANTEE is not in default,
pursuant:.to the terms of Paragraph 15.,or any other provisions,,of.
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this Agreement, then the CITY shall in no way be obligated and"
shall not pay to the GRANTEE any sum whatsoever.
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6. GENERAL CONDITION
a) All notices or other communications which shall or may be
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given pursuant to this Agreement shall be in writing.and,shall be
delivered by personal service, or by registered mail or by
telegraph addressed to the other party at the address indicated
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herein or; as the same:may-be changed from time to time. Such
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notice: shall be -deemed given on the.day on,which personally;
served;.,,or if by mail, on the fifth day. after being -posted r,:.the U
date of actual receipt, whichever is earlier.
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INTERNATIONAL OCEANOGRAPHICS FOUNDATION
3979 Rickenbacker ,Cau3ewa.
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Key Biscayne, Florida 3319.
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CITY of MIA141 - 2600 South Sayshore Drive
Miami, Florida 33133
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b) Titles and paragraph headings are for convenient
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reference and are not a part of this Agreement.
e) In the event of conflict between the terms of this
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Agreement and any terms or conditions contained in documents, the
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terms in this Agreement shall rule.
76 AWARD OF AGREEMENT
The GRANTEE warrants that they have not employed or retained
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any person employed by the CITY. to solicit or secure this
Agreement and that they have not offered to pay, paid, or agreed
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to pay any person employed by the CITY any fee, commission,
percentage brokerage fee, or gifts of any kind contingent upon
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or resulting from the award of making this Agreement.
The GRANTEE.is aware of the conflict of interest laws of the
City of Miami (Miami City Code Chapter 2, Article V), Dade
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County, Florida (Dade County Code, Section 2-11.1) and the
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Florida Statutes, and agrees that they will fully comply in all
respects with the terms of said laws.'
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$-:NON-DELEGABILITY
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It isunderstood and agreed that the obligations -undertaken
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by the GRANTEE pursuant to this Agreement shall .not be delegated
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to any other"person or firm unless the CITY shall first consent
in writing to the performance of such services or any:part
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thereof by another person or firm;
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9. CONSTRUCTION OF AGREEMENT
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The parties hereto agree that this Agreement shall be:
construed and enforced according to the laws, statutes and case
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laws of the State of Florida.
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10. SUCCESSORS AND ASSIGNS
- This Agreement shall-be'binding-upon the `parties herein,
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and
their. -,.heirs, executors, legal representatives, successors,
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assigns:
11. -AUDIT RIGHTS
a)'The'GRANTEE=:shall prgvide -"the..CITX.with.aRiettr from�inf
independent Public Acoountant-(C,.P.A:)" whiah'
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establishes that the GRANTEE'S internal controls are adequate to
safeguard their assets and property record funds. The CITY will
not release any funds to the GRANTEE prior to the receipt of this
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b) The CITY reserves the right to audit the records of the
GRANTEE at any time during the performance of this Agreement and
for a period of three years after final payment is made under
this Agreement.
c) The CITY will audit all GRANTEES receiving $15,000 or
more.
d) All GRANTEES receiving $25,000 or more agree to submit to
the City's Manager or his designee an independent audit, by a
certified public accountant, which must include the expression of
an opinion on the financial statements and accounts of funds.
Said audit shall be submitted to the City Manager or his designee
no later than 90 days after the termination of this Agreement or
final receipt of CITY funds, whichever is applicable.
12. INDEMNIFICATION
The GRANTEE shall indemnify and save the CITY harmless from
and against any and all claims, liabilities, losses, and cause of
action, which may arise out of the GRANTEE'S activities under ?
this Agreement, including all other acts or ommissions to act on
the art of the GRANTEE or an of theme including -any an
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acting for or on his or their behalf, and, from and against any"
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orders, judgments or decrees which may be entered, and from and
against any and all costs, attorney's fees, expenses and
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liabilities incurred in the defense of any such claims, or :in the
investigation thereof.`_
13. CONFLICT OF INTEREST
The GRANTEE covenants that no person under its employ who
presently exercizes any functions or responsibilities,.in
connection with this -Agreement has any personaL'financieli�
interests, directior'indirect, in:.this<Agreement. The.GRANTEE x{,
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further.covenants that, in 'the performance.of this, Agreement, po r
person .having such eonfliGting interest, stall be .emoloyed. any
such Interests ' on .the part Q;f `the' GRAHTBE °`ar :,its emFloyees gust , ;,„.
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be.disclosed in writing to the CITY. The GRANTEE, in the
performance of this Agreement, shall be subject to the more
restrictive law and/or guidelines regarding conflict of interest
promulgated by federal, state or local government.
14, INDEPENDENT CONTRACTOR
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The GRANTEE and its employees and agents shall be deemed to
be an Independent contractor, and not an agent or employee of the
CITY and shall not attain any rights or benefits under the Civil
Service or Pension Ordinance of the CITY, or any rights generally
afforded classified or unclassified employees; further he/she
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shall not be deemed entitled to Florida Worker's Compensation
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benefits as an employee of the CITY.
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15. DEFAULT PROVISIONS
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a) In the event the GRANTEE fails to comply with each and
every term and condition of this Agreement, the GRANTEE shall be
required to repay all funds advanced under this Agreement to the
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CITY and the GRANTEE may not be eligible to apply for additional
grant funds.
b) In the event of default, the CITY may cancel and
terminate this Agreement, and said Agreement shall be null and
void of further force and effect.
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16. NON-DISCRIMINATION
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.The GRANTEE agrees that there shall be no discrimination as
to race, sex, color, creed or national origin in connection with
any operations under this Agreement.'
17. WAIVER
No waiver of any provision hereof shall be deemed to have
been made unless such waiver be in writing signed by the City
Manager The failure of the CITY to insist upon the strict
performance of any of the provisions or conditions of this
Agreement -shall not be construed as waivingor relinquishing
the -.future any such covenants or conditions but the.;same_ fall
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continue and remain full force and effect.
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.18. :CONTINGENCY CLAUSE
Funding for this Agreement is contingent upon the,
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availability of. funds and continued authorization, fo�rx
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activities
authorization,
regulations.
COMPLIANCE WITH FEDERAL, ,, TATE AND LOCAL_ LAWS
ordinances
applicable
governments.
Specifically, the GRANTEE agrees to comply with Title vi of the
Civil Rights Act of 1964; Title YIII of the Civil Rights Act of
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1968; Executive Order 11063; Executive Order 11264; Section 3 of
the Housing and Urban Development Act of 1968; as amended.
20. BONDING AND INSURANCE
a) During the term of this Agreement, the GRANTEE shall
maintain bonding and insurance coverages in the amounts as
determined by the Risk Management Division of the CITY. Whenever
applicable, the CITY shall be named as an additional insured.
b) The GRANTEE shall furnish certificates of insurance and
bonding, as required, to the CITY prior to commencing any
activities under this Agreement.
21. ASSURANCES AND CERTIFICATIONS
-The GRANTEE assures and certifies that:
a) All expenditures of funds will be made in accordance with
the proposal and line item budget (both of which are attached
hereto as Exhibits 1 and 2) as approved by the City Commission..
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b) CITY funds will NOT be co -mingled with any other -funds,
and that separate bank accounts and accounting records will be
maintained.
c) The expenditures of CITY funds will be properly
documented and such documentation will be maintained.
d) Periodic progress reports as requested by the CITY will.
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be provided.
1 e) The GRANTEE will be personally liable for any CITY funds`
{ expended that were not consistent with the program approved .by
the City Commission or any funds expended not in accordance with'. }
proper accounting standards as determined by,a competent auditsag
authority.
f) No activity under this Agreement shall ,involve pQlitos r
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activities.
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g) The GRANTEE possesses legal authority to enter into this
—�` Agreement; a resolution, motion, or similar action has been duly
adopted or passed as an official act of the GRANTEE'S governing
body, authorizing the execution of this Agreement, including all
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understandings and assurances contained herein, and directing and
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authorizing the person identified as the official representative
of the GRANTEE to act in connection with the GRANTEE and to
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a provide such additional information as may be required.
22. AMENDMENTS
a The CITY may, at its discretion, amend this Agreement to
conform with changes in applicable City, County, State and
Federal Laws directives, guidelines and objectives. No
amendments to this Agreement shall be binding on either party
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unless in writing and signed by both parties. Such amendments
shall be incorporated as a part of this Agreement upon review,
approval and execution by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names by their duly authorized
officers and the corporate seals to be affixed hereto, all as.of
the day and year first above written.
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� CITY OF MIAMI, a '
municipal corporation
of the State of Florida
ATTEST:
By
Ra ngie, Howard V.Wa.
City Clerk City Manager
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PARKS & RECREATION
W escArn
10 JUN -7 AN 9 59 asoo OFL A 33131
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May 31,�04C-'
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Ab
_ Mr. Carl Kern•
Director
Department of Parks
and Recreation
2600 South Bayshore Drive
Miami, Florida 33133
Dear Mr. Kern: -
As requested by our client, International Oceanographic Founda-
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tion (10F), and in connection with�thof IOF�sOauditedsfinancialostate-
the City of Miami, I enclose a copy
merits for the year ended June 30, 1983.
_ we have performed an
A; indicated 's our unqualified
year ended June 30,
� examination of IOF's financial accepted auditing
standards, which
1983'in accordance with generally stern of internal accounting
examination included a review of the sY , in connection with our
control to the extent we deemed necessary
examination.
If you require additional information, please do not hesitate.
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to call 'me . - , I —
Very .truly yours,
9
F cisco Olazabal
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f #; Enclosure
As stated
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for all City Contracts it as follow"
ity clexk (originE—.-i
Vinahce Director
internal Audit
Law Department
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Hanagqment & Budget
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Second Party of the Agreement
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applies in all agreements or contracts with the
The foregoing
When property is conveyed, the original
document goes to the property Manager
•for proper filing and handling.
When the City is the SECOND .party
.of the agreement, the city Clerk
files a COPY instead of the
..original.
The Second Party sign:th e contract before any
NOTE:
distribution.
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Submitted ftitblhi�'Pub ,-
record -xili""Conne 9fidn'.
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