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HomeMy WebLinkAboutAgreementGRANT DISBURSEMENT AGREEMENT This Grant Disbursement Agreement ("Agreement") is made this day of April 2010 by and between the Wynwood Arts District Association, Inc., a not for profit Florida corporation, having its principal place of business at 804 Ocean Drive, Miami Beach, FL 33139 ("Recipient"), and the City of Miami, a municipal corporation of the State of Florida, having its principal place of business at 3500 Pan American Drive, Miami, Florida 33133 ("City"). RECITAL WHEREAS, Recipient was formed to create a neighborhood association to facilitate various community initiatives, including but not limited to, security, streetscape improvements, lighting improvements, and marketing opportunities; and WHEREAS, the City supports Recipient's purpose and finds that Recipient is eligible to receive financial assistance, as its purpose is a valid use of public funds; and WHEREAS, the City Commission, by Resolution No. , adopted , allocated $100,000.00 from funds allocated to District 2 ("Grant Funds") in order to facilitate the goals of the Recipient. WHEREAS, the Recipient and the City desire to establish the mechanism whereby the Recipient will receive and utilize the Grant Funds; NOW, THEREFORE, for good and valuable consideration, the Recipient and City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 The Agreement establishes the conditions to the City's obligation to provide the Grant Funds to Recipient. 1.2 On or before May1, 2010, the City shall disburse $50,000.00 of the Grant Funds to Recipient. On or before August 1, 2010, the City shall disburse the remaining $50,000.00 of the Grant Funds to Recipient. Recipient shall make its books available to the City at any time, so long as the City, provide fifteen (15) day written notice to Recipient. ARTICLE II MISCELLANEOUS 2.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Agreement, shall be binding upon any of the parties hereto. 2.2 AMENDMENTS. This Agreement may only be amended in writing by all the parties hereto. V+oljq,-3Vsz 2.3 NOTICES. All notices or other communications required under this Agreement shall be in writing and shall be given by hand delivery, by registered or certified U.S. Mail, or by Federal Express, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Recipient: To The City: Wynwood Arts District Association, Inc. Carlos A. Migoya, City Manager 804 Ocean Drive City of Miami Miami Beach, FL 33139 444 SW 2nd Avenue Miami, FL 33130 With Copies to: Joseph R. Furst, Esquire 804 Ocean Drive Miami Beach, FL 33139 Marcus James Project Manager 444 SW 2nd Ave, 3rd Floor Miami, FL 33130 Julie O. Bru City Attorney 444 SW 2nd Ave Suite 945 Miami, FL 33130 2.4 INDEMNIFICATION. Recipient shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses, (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person, or damage to, destruction of or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of this Agreement, which is or is alleged to be directly or indirectly caused, whole or in part, by any act, omission, default or negligence (weather active or passive) or Recipient or its employees, agents or subcontractors (collectively referred to as "Recipient"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the Recipient to comply with any of the paragraphs herein or the failure of the Recipient to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Recipient expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Recipient, or any of its subcontractors, as provided above, for which the Recipient liability to such employee or former employee would otherwise be limited to payments under state Worker's Compensation or similar laws. 2.5 AUDIT RIGHTS. The City may, at reasonable times and for a period of up to three (3) years following the date of final payment by the City to Recipient under this Agreement, audit or cause to be audited, those books and records of Recipient which are related to Recipient's performance under this Agreement. Recipient agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. 2.6 COMPLIANCE WITH LAWS. Recipient shall at all times comply with all applicable municipal, county, state and federal laws, ordinances, codes, statutes, rules and regulations. 2.7 SUCCESSORS AND ASSIGNS. This Agreement may not be assigned, sold, pledged hypothecated or encumbered, in whole or in part, to any third -party or business entity, successor or assign, without the prior approval of the City, which approval may be withheld or denied at the City's sole discretion. 2.8 ENFORCEMENT. The provisions of this Agreement shall be enforced in Miami -Dade County by all appropriate actions in law and in equity. 2.9 NO THIRD PARTY BENEFICIARIES. Neither the City nor Recipient intends to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree there are no third -party beneficiaries to this Agreement and that no third - party shall be entitled to assert a claim against either of them based on this Agreement. 2.10 OWNERSHIP OF DOCUMENTS. Recipient understands and agrees that any information, document, report or any other material whatsoever, which the City provides to Recipient or which is otherwise obtained or prepared by Recipient, pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Recipient agrees not to use any such information, document, report, or material for any other purpose whatsoever without the written consent of the City, which may be withheld or conditioned by the City in its sole discretion. 2.11 AWARD OF AGREEMENT. Recipient represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, be paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 2.12 PUBLIC RECORDS. Recipient understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Recipient's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 2.13 CONFLICT OF INTEREST. Recipient is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. Seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Recipient covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, director indirect, with the City. Recipient further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interet(s) on the part of the Recipient, its employees or associated persons, or entities must be disclosed in writing to the City. 2.14 NONDISCRIMINATION. Recipient represents and warrants to the City that Recipient does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Recipient's performance under this Agreement on account of race, color, sex, religion, age, disability, marital status or national origin. Recipient further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, disability, marital status, or national origin, are excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 2.15 JOINT PREPARATION. Preparation of this Agreement has been a joint effort by the City and Recipient and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. IN WITNESS WHEREOF, this Agreement has be executed by the Recipient and the City on the date first above written. RECIPIENT: Wynwood Arts District Association, Inc., a Florida not for profit corporation in Bethea Goldman, President ATTEST: BY: PRISCILLA A CITY CLERK THOMPSON APPROVED AS TO INSURANCE REQUIREMENTS: LEEANN BREHM RISK MANAGEMENT Witness: Joseph Furst, Esq., Secretary CITY OF MIAMI, a municipal corporation of the State of Florida: in CARLOS MIGOYA CITY MANAGER APPROVED AS TO FORM AND CORRECTNESS: JULIE 0. BRU CITY ATTORNEY RESOLUTION WHEREAS, THE WYNWOOD ARTS DISTRICT ASSOCIATION, INC., a Florida not-for-profit corporation whose principal address is 804 Ocean Drive, Miami Beach, FL 33139 (hereinafter the "Corporation"), desires to enter into a Grant Disbursement Agreement with the City of Miami, a copy of which is attached hereto (hereinafter, the "Agreement"), and WHEREAS, the Board of Directors of the Corporation at a duly held meeting has considered the matter in accordance with the Articles of Incorporation, copies of which are attached hereto; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of the Corporation that Bethea Goldman, as President and Joseph Furst, as Secretary are hereby authorized and instructed to enter into, to execute, and to deliver the Agreement and to undertake the duties, responsibilities and obligations as stated in such Agreement in the name of and on behalf of this Corporation with the City of Miami upon terms and conditions contained in the Agreement to which this Resolution is attached. DATED, this day of March 2010. Bethea Goldman, President ATTEST: By: Joseph Furst, Secretary