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HomeMy WebLinkAboutEXHIBIT1 -RA `r AC ENEE T rHS AGRETv= =v T is enrered into as of the day of 20_ by and be ween the OA01 REs�E VELOPINI hT T DIS T RiCT C-JNEV LTNI in' REDS EL �PNIEN T Ai ENC . of the City f W ami, a public agency and 'body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"), and the CITI' OF ��' tV 1, FLORIDA, a municipal corporation ofthe State of Florida ("GRRA2\=EE"). RCITALS AWI=RE AS, the Board of Commissioners of the CRA, b -v Resolution NO. CRA - R -10-0030, passed and adopted an April 26, 201.0; authorized the issuance of a grant, in an amount not to cxceed 550.000, to the GRA_�NaT E for the -ourchase and installation of exercise equipment at Margaret Pace Park, i77."-� Nofrh Bayshore drive N.Hami, Florida ("Grant"); and B. vY RE? S, the Iviliami City Commission, by Resolution IN o passed and adopted or 2010, authorizdd acceptance of the afommention.ed Grant; and C. W61 -T — R,�` S, the GP,,� TEE and the CRA wish to enter into this Agreement to set .forth. the terms and conditions relating to z'ae use of said Grant, IQ'vV, '=RIF nom, in consideration of the premises and the mutual covenants contained herein, the parties agree to as follows: THE GRAIN 1. RECITALS. -he recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. Z. GRANT. Subject to the tenrns and conditions set forth herein and the GR INTEE's comu;iance with all of its obligations hereunder, It CRA hereby agrees to make Page i or 14 available io the GRANTEE the Grant to be used for the purpose and disbursed in he manner hereinafter provided. 3. USE OF CR^ VT. The Grant sham be used as follows: to undenvrite costs associated with the purchase and installation cf exercise equipment at Margaret Pace Dark, 1775 North Ba, -short Drive, Miami, Florida, as set forth in Attachment `,A" ("Project"). 4. C®IY 'LaANCE', WiT_H P LICMS PROCEDTITZES, The GRANTEE understands that the us-, of the Grant is subject to specific reporting, record keepina; administrative and contracting guidelines and other requirements affecting the activities funded by the Grant. The GRANTEE covenants and agrees to comply, and represents and warrants to the CRA that the Grant shall be used in accordance, with all of the requirements, terms and conditions contained thereL' I as the same may be amended during the te= hereof. _Without Hmitin, the generality o_ the forcaoin2. -he GRA'_,"�-=-E represents and warrants that it will comply and the Grant will_ be used in accordance wii.h all applicable federal, state and local codes, laws; rules and regulations. 5. RECORDS AND PIK?'OR'TS/AUTDITS EVALUATION. (a) The GR42�TTEE understands and acknowledges that the C_'�A must meet certain record keepinc, and re -Dor ma requirements with regard to the Grant. Iu order to enable the CRA to comply with its record k epnng and repot ting r ..quireunents, the GR-` NTEE avre„s to maintain all ecords as required by the CRA. (kb')' At the CRA's request, and no later than thirty (30) days thereafter, the GRANTEE shall deliver to the CF -A such written statements relating to the use of the Grant as the CRA may require. Pacre 2 of 14 (C) The _CRA shall have the ri-(xht to conduct audits_of_ihe__GR�NTEE's records pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation activities. The GRANTEE ao-rees to cooperate with the CP -4 in the performance of these activities. (d) The GRA_1VTEE's failure to comply with these requilenients or the receipt or discover,' (by motuionng 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. R -EVERSION OF ASSETS. Upon the ex-Piration of the term of this Agreement, the GRANTEE. shall transfer to the CRA any unused Grant funds on hand at the t-ime of such e Lpiration. 7. RuPRIESEEN'I"AT ONS AND iN S. The GR4NTEE represents and warrants the L ollowii= (a.) Invoices for all expenditures shall be submitted to the CRA for review. (b) Funds disbursed under the g'a'?t shall be used soiely for the Project, (c) The GRANTTEE shall prominently display signage onsite acknowledging the CRA's contribution to the Project. The CRA's contribution shall also be acknowledged in all promotional ma`.erials. The CRA shall have the _right to approve the form and placement of all acknowleda-ments. S. DISBURSE Off. GRANT. Subject to the terms and conditions contained in this Agreement; the CRA.. shall make available to ule GRANTEE up to Fifty Thousand Dollars ($50,000). Payments will be rnade only on a reimtiarsement basis or directly to vendors, upon Page 3 of 14 _presentation of invoices and .satisfactory doc=eraahon. Ln -no event shall paynzent5 to_the Gl J\TEL under this Gram agreement exceed Fifty Thousand Dollars (15[),000). 9, T ERTY1. The term of this ?_greement shall commence on the date ffi•st above written and shall terminate upon the earlier of: i) full disbursement of Fifty Thousand Dollars (S'50,000); or H) earlier t=inatiern as provided for herein; provided; however; that all rights of the CRS to audit or inspect, to require reversion of assets; to enforce representations, warranties and cenincations, to default remedies; to ]imitation of liability and indemnification, and to recovery of fees and costs shall survive the expiration or earlier te=ination of this agreement. 10. F.ETVIEDIE,S FOR NON-CONLPL kNCE. If the GRANTEE fails to perform any of its oblica?ions or covenants hereunder, or breaches any o? the to=s contained herein, then the CR; shall have the right to take one or -pore of the following actions: GRANTEE: (a) IXithhold payments, pending corre-_tion of the deficiency by the (b) Recover payments made to the GPZ_ NTEE; (c) Disa11ow (that is, deny the use of the Grant ior) all or part of the cost for the activity or action not in compliance; (d) Withhold fizther. awards for the Project; or (e) Take such other remedies Haat may be legally permitted. 1i. NON-DISCREY�NAT-0N, The GRANTEE, fo-- 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 handicap in connection rvith its performance under this Az7c=cnt. Fu dacrniorc, the GR _f\]TEE represents that no otherwise qualified individual shall, solely,. by reason of his/her race, sex; color, religion, national origin, age, marital statas or Page 4 of 14 handicap be cxc aded .from the -participation- in,. be denied benefits- of, or- -be subjected- to ------ discrimination under any pro-ranor activity receiving financial assistance pursuant to this Agreemeni. 12. OF ENTTERE ST. The GRA2,41TEE has received copies of, and is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by the GRA1\tTEE. The GR-A-NTEE covenants, represents and warrants that it will comply with all such conflict of interest provisions: (a) Code of the GR �NT_EE of YE i, Florida, Chapter 2, Article V. (b) Dade County Code, Section 2-11.1. 13. CON T IENGENC'Y CLAUSE. Funding for this Agreement is contingent on the- availability he availability of funds and continued authorization for Project activities, and i.s subject to amendment or ter nilnation due to lack o funds or aT?thon'zati-=,_zeduction_oifunds. andior change in regulations. 14. CERT fjICAT'10?�IS *EAS NG TO THE GR NT, The -RA.N,T= ceriiues that: (a) All e,_penditutes of the Grant will be made in accordance with the provisions of this Agreement. (b) The Grant will not be co -mingled with any other funds and separate bank accounts and accounting records will be maintained. (c) The expenditures of the Grant will be properly documented and such documentation will be maintained on file. (d) Periodic progress reports Neill be provided to the CRA as requested. (e) No experndi-=e of Grant funds shall be used for political activities. Page 5 of '1 will --be liable to tbe_ CP 4 -fol the- alnoun __o=-the_Grant. -.- el,pended in a manner inconsistent with this A,reem.eni. 15. INLAI=',-TIN G. (a) GRANTEE shall prominently display signage aclmowledg' a the CP�.A's contribution to the Project at C -P �*=E's primary place of business during the to.—in of this agTeernent, and for a period of two (2) years after its expiration. (b) GRANTEE shall produce, publish, advertise, disclose, or exhibit the CR -A's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and communications created by GRANTEE 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, Eyers, telephone; public events; and television, radio, or internet adver`ist-meats or intendews. (c) The CRA shall have the right to approve the fog, and placement of all acknowledgements, which approval shall not be unreasonably withheld. (d) GRANTEE further agrees that the CR -A's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other, than those s_pecLied in this Agreement. Nothing in this AGreement, or in OR-ANTEE's use of the CR -A's name and logo, confers or may be construed as conferring GRANTEE any right; title, or interest whatsoever in the Mk's name and logo beyond the right granted in this Agreement. 16. DEFAULT. If the GRANTED fails to comply with any term or condition of this Agreement; or fails to per-orrn any of its obligations hereunder, them the GPS TTEE shall be in default, Upon the occu enc-- of a default hereunder- the CRA, in addition to all remedies available to them by iagw, may immediately, upon written notice to the GR- NTEE, terminate this Page 6 of 14 Ageenient whereupon all payments, advan-ces, or other compensation paid by the CRA to the 1T1�Zll\T 1 E1=, Wtllle tnE GR.AN l :tet, was m default Sliait 0'e iu.ruediatcn,v to nuc CRA. n 1E H -ANI T EE understands and agrees that to .—nination of this Agreement under this section shall_ not :release theGRAI�TEE from any obiigaiion accruing prior to the effective date of to ariination. 117. LIABILITY OF TH CRA. No officer, empioyee, agent, or principal, whether 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 lia.itations imposed by Section 768.20'; Florida Statates. IS. SPECIFIC PERF OPUNLALNICE. In the event of breach of the Grant Agreement by the CRA, the GRANTEE may only seek specific performance of the Cr -ant Agzeernent and any recovery shall be Hinted to the grant funding authorized for the Project_ in noevent shall_ the CRA be liable to GR7N'fEE for any additional compensation, other than that provided herein., or for a -ay consequential or incidental damages. 19. 1NDEN =ICA"CION OF T= CRA, The GRANTEE shall protec`�, defend, isidernnif= and hold harmless the CRTs and its agents nom and against any and all claims, actions, damages, liabiiit;% and expense (including fees of attorneys; investigators and experts) in connection with loss of life, personal injury Ji damage to property or prising ouu -of—this - -- - agreement, except to the e --tent such loss, injury or damage was caused by the gross negligence of the CRA or its agents. 20. DISPUTES. In the event of a dispute between the Executive Director of the CRA and GR 4nNTEE as to the te,-ns and conditions of this _4 greement, the Executive Director of the CRA and GRANTEE shall proceed iii good faith to resolve the dispute. If the parties are not Page 7 of 14 able. ie -resolve the dispu e within thirty (30) days of written notice to. the other, -the dispute shall DC 9ltbnlltted to tine CRr_ s Board of C,olmniss10ners for resclution '7,11thn I ina7, , (90') -avs of elle exuiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this A greement. The Board's decision shall be deemed final and bidding on the parties. 2i. INTURPR LA— !ON. (a) Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit; describe or amplify the terns and provisions of this Agreement or the scope or intent thereof (b) Entire Agreement. This instrument constitutes the sole and only agreement of the paroles hereto relating to the Grant; and correctly set forth the rights, duties; and obligations of the paries. There are no collateral or oral agreements or understandings between the CRA and the GR --N T EE relating to the A greemerit. 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 instrument in writing ex --cured by the patties. The masculine (or neuter) pronoun and the sing -alar number shall include tile masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific items) is deemed to refer to examples rather than to be words of limitation. - — - - — --- (c) Construction, Should the provisions of this Agzeement require judicial or arbitral interpretation; it is agreed that the judicial or arbitral body ante pretma or const- ing the same shall not apply the assumption that the terms hereof shall be more strictly constnied against one part' by reason of the rule of constriction that an instrument is to be construed more strictly Page 8 of 14 against the parte which itself or through its agents prepared same. it being. agreed that the agents of both parties have equally rarricipated in the preparation of this A,eemen . (d) Covenants. Each covenant, agreement, obiication, tern, condition or other provision herein contained shall be deemed and constnred 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 e,Lpressly provided. !x.11 of the terms and conditions set forth in this Agreement shall apply throughout the tern of this Agreement unless otherwise expressly set forth herein. (e) Conflicting Terms. In the event of conflict between the terms of this A cement and any terms or conditions contained it any attached doctunents, the terns of this Agreement shall Povern. {� 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 shalt be effective unless made in writing. (a) Severability. Should any provision contailryed it this A gr-cment 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 eZ'tent necessary in order to conform with such laws, or rf not rhociif a51e o roaform" 4vith such -laws - that same shall be deemed severable, and L --i either event, the rernainins te_ms and provisions of this Agreement shall remain u.-zmodified and in lull force and effect. (h) No Third -Party Beneficiary Rights. No provision of this Agreement shall; in any way, inure to the benefit of any third parties so as to constitute any such third party a Page 9 of 14 beneuczan,_of this A areemem. or of any one Or more of the terms hereof, or-othen;v1se Give rise_ to am, cause of action in any party not a pa T hereto. 2?. A MNDNs"E1* TS. No amendment to this A zreement shall be birndina- on either party; imless it writing and signed by both parties. 23. 01VINMRS�P Cr DOCUINIENTS. Upon the CRA' request, all documents generated in connection with the Project shall be delivered by the GRANTEE to the CPA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. The GRANTEE 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 bc7Yveen the parties that ail), documents which are given by the CRA to the GRANTEE pursuant to this Agreement shall at all times remain the property of the CRA; and shall not be used by the GRANTEE for any other pu-poses whatsoever, without tine written consent of the CRA. 24. AWARD OF AGP.E =Y N'T. The GRA` NTEE warrants that it has sot employed or retained any -person employed by the CRA to solicit or secure this Agreement, and that it has not offered to. -Day, paid; or agreed to pay any person employed by the R4 any fee, comrni.ssion percentage, brokerage fee; or gift of any bind coniirngent upon or resulting from the award of the r alai. 2�z. NON -DE LEGA3R ITY. The obliaations of the GP—A.NTEE under this Agreement shall not be delegated or assigned tc any other party without -written CR ��'s prior ritten consent, which may be uJithheld b; the CRA. in their sole discretion. 26. C.ONSTI? UCTIO? OF AGRP'EIVIENT, T I -Lis Agreement shall be construed and enforced in accordance with Florida law. Page 10 of 14 27. TEE RNS A TION OF CONT RAC "" The CRA reserves the right to terminate :C1iS Zkr ZT_'ei1t, fi-. a<1) iiliie T Gl" d11Y reaSorl uUOri 0- i v1r1E,: (5,') ua� „ i%viiLLcu TiviiG, Gi tel_liu'•Iauor_ to GRAh?TEE. 1f said Azr eement should be teMU'rated by the CRA, the CR-`_ will be relieved of all oblicrations under the A areement" 28. NO'ICE. A11 notices or oilier 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 aftcr being posted; or the date of actual receipt, whichever is earlier. To CRA: Omni Redevelopment District Coin.munity Redevelopment Agency 49 N.W. Stn Street. Suite 1.00 Mlalnl, Ni 33 120' - Exccutive Dl:, -,-tor To GRANTEE: City of !vi an;ii 444 S.W. ? d Avenue, lou' Floor Miami. FL S 31 S 0 Ate: Carlos A. Migoya City Manaaer 9IN .p+PMINT C ONTR4C T OR The GRANTEE,- its contractors-.- subcontractors, ontractors; subcontractors, employees and agents shall be deemed to be independent contractors; and not aaerits or employees of the CR^ , and shall not attain any rights or benefits under the civil service or pension programs of the CR4, or any rights generally afforded its employces; further, then shall not be deemed entitled to Florida Workers' Compensation benefits as ernrlovees of the CRA. P acre 11 of 14 30. SUCCESSORS -A—N-D ASSIGNS. This Acr—ttrntm s- - nail be binding upon the Parties hereto, and their resTDcot--,vt I'Lells, Legai rCTrtsc-Utatives, suc-,-.ssc)rs . ..... and.. assi M -s. 31, AUTHORITY, The GR2,NTEE certifies that the GR--'�NTEEE possesses the legal authority to enter into L11 -11's A2reomen-., A resolution, motion or si-riii1a.T action has been duly adopted as ar ofl-iciai ac-, of"the CTR-�iTEE's govemi g body, authorizing the execution of this Agreement, and identifying the official representative of the GR -ANTES to act i in connection herewith and to provide such additional information as maybe requiredbythe CRA, [SIGINAT LTRIES A—P-PEA-R ON FOLLOWING PAGE.] Palle 12 of 14 _! WITNESS WHEREOF, m consideration of the muival e yiry into this AUreement, .... 1Vi VLllei �'JVI: GLS1LL vCLL tlu Jie 3o11s1LL V1 L1L1V1L, LILLI.. 1i1 LtLlUllig. to UV 11+V 4ll� lam: Ci.r1l. the GRANTEE have executed this A cm•eement. ------STT ST:-- ------------- CIT`` OF MI-A—TYi1, FLOPUDA, amunicipal ---- — Bv: Priscilla A. Thompson Cit, Clerk Approved as to Forte and Correctness: By: Julie 0. Bru Cii�- Attorney ATTEST; By: Priscilla A. Thompson Clerk of the Board By: Julie 0, Bpi CRA General Counsel corporation of the State of Florida, ("GRANTEE") By: Carlos A. Migoya City Manager OAEL I- RE' IDEVELOPHENT DISTRICT C0P/IY9 U-NaT Y REll DE` ELOPA+ N -,T AGENCY, of the Cil' i of Miami, a public agency and body corporate created pursuant to Section 163.36, Florida Statutes; ("CRS") By: Executive Director Page 13 of 14 4ttacluncnt "_A" Page 14 of 14 Corporate Office _ 1-ot 1111. vtreEt St, Cloud, F1.347H9 561-251-2571 Phone 561-892.2274 Fay eklP@koolpiaygrounds.com SOId-To: - Clty of Miami Glenn Marcos 44.4 SW' 2nd Ave Miami, FL 33130 Phone, (305) 416-1910 Fax: (305) 416-1925 R 4 rim' Vii, Q U DT Date Quote =h 09/23/09 j "MQ1017 Ship Tc: City of Miami- Glenn iami Glenn Marcos . David Kennedy park 260D S. Bayshore Drive Miami, FL 33133 Phone: (305) 416-1910 Fax: (3D5) 416-1925 aRms of SAI -Er: We subrrAft quoiallonas an offer to salt eaulpmanUaeMC85 �^�— a I" ' �''� � ✓ Tri-4ctive Install or of Clay County to the Buyer listed above. This Is not an aclatowieamentand no goods will be jlvr�/'7eagerNiulc'r, or or Clay County"'A producsd until all requirements art: mal as stated trereln to the sallsfec�on vF lho .. Rep..'» ,;w�,P_C Numbei;',"ShIpS(1a`:.;4 7 �T � � ; y f r ` �j , `moi , � }� Si1D;l•otal.: r .::596 E14iJ7, � /[/C%°-�5.7/'1Gtii Ole:==a L9, >.S/� CrCiEi,G_��( ,_,_.,.,.:,•:•.Ck�i':kii`= .,_..:. Sailer, Toao::eotlleequole0on,pleesesign,deleandremrnwith any aiher ;y;;r;'7�ft71S•:%?"•:�;;_ maledals required. Once signredand ac=plad by Seller, any chctlges muslbe NE ll 30 Skip Kamber �,,,L. ,..,. /..�C-=� �L4 �j �ti'i---/t, %���,.' o ��b�-? �r+ [� 13c5T WAY submitted In wdtlno and approved by ins Sailer, No goods may be ralumed without 7 , ��. �L .[1.+�2++1'✓`K /L-=a+i. /��CM . ���GUIi.AC/C-. rJt',�Li�.`.r ��'-'7 �� ���,16 '7—.7. the prior wrtlien consent of the salter. -vi;; _ - r:Lsst:�zsce>' .Uii4«r�iice" 4`.'Piiae- "�" {; `'Jjescri Sion >:_: a• {ism 1-IdActiveAmerioe-Jac Signature Series 524,500.00 $22,050,00 a22,060.00.� r INSTALL-cqulp 1 Installation of iri-Active equipment $7,350.00 $7,350.00 $7,360.00 y r tB-00002 56 Childforms.8" ^un[imberw/spike $40.00 $36.00 c2,01n.Q0 a ADA -00008 -1 8' ADA Ramp System $700.00 $630.00 $63x,00 l INSTALL -equip 1 inswllaiionni ChIldforms equipment $882.00 $882.00 $882.001 'y._ Z:-:AGERWC 75 CY of Playground ADA Mulch-Dellvemd and Installed $5-9.00 $52.25 83,318.75 :- Tri -Active =quip PB oii Osceola. Schools Schools -Tri-Active �^�— a I" ' �''� � ✓ Tri-4ctive Install or of Clay County Childforms G I off of Osceola Schools jlvr�/'7eagerNiulc'r, or or Clay County"'A �� 7 �T � � ; y f r ` �j , `moi , � }� Si1D;l•otal.: r .::596 E14iJ7, � /[/C%°-�5.7/'1Gtii Ole:==a L9, >.S/� CrCiEi,G_��( ,_,_.,.,.:,•:•.Ck�i':kii`= .,_..:. ,=-� /(/ i r- -dales --=raz •. • $0: �,,,L. ,..,. /..�C-=� �L4 �j �ti'i---/t, %���,.' o ��b�-? �r+ [� ;'':� rd: •?�,I t.< ff5 '":,.,x$?39'5:A•.D;y 7 , ��. �L .[1.+�2++1'✓`K /L-=a+i. /��CM . ���GUIi.AC/C-. rJt',�Li�.`.r ��'-'7 �� ���,16 '7—.7. --prfces'gboted are good Ti 1po!ng whi6h Is suoiect to marks changes. ¢0''� MAKECHECKS pAYa81_Ei D; Kool playgrounds, LI -C.. 109 17th Street St Cloud, FL 3.477y PAYMBNTTERMs: A 5D% deposltls required. The balance is due upon delivery, FINANCING IS AVAILABLE ND R; ii AINERS OR HOLDBACKS ALLOWED SEB 7'ERMS AND CONDITIONS PAGE FOR MOPE INFORMATION By signing this auotat! on, you agree to the terns above and -on the Terms and -- -------- Conditions page included with this quotation and will process accordingly, Signature _--_ Printed Name Date Thani-, you for the opportunity to quote you from our line of products. Please call us if you have any questions. Quote # KAMQ1017 Page i of 2