HomeMy WebLinkAboutexhibit 1 -agreementAGREEMENT BETWEEN THE CITY OF MIAMI AND
MIAMI RIVER FUND, INC,, THE FINANCIAL AGENCY FOR
THE MIAMI RIVER COMMISSION
This Agreement entered this __�.. day of , 2004, by and between the CITY OF
MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY" or
"GRANTOR"), and MIAMI RIVER FUND, INC., a Florida not -for -profit corporation, acting as
the financial agency for the Miami River Commission (hereinafter referred to as "GRANTEE").
RECITAL
WHEREAS, an annual amount not to exceed $25,000 from the CITY's General Fund —
Non -Departmental Accounts is appropriated by the CITY'S operating budgets for fiscal years
2003 and 2004 in support of GRANTEE;
NOW, THEREFORE, the CITY and GRANTEE do mutually agree as follows:
1. TERM
The term of this Agreement shall cover two (2) fiscal years (FY 2002-2003 and
FY 2003-2004) commencing upon execution of this Agreement and end on
September 30, 2004, unless terminated sooner as provided herein below.
2. CITY AUTHORIZATION
For the purpose of this Agreement, the City of Miami Department of Municipal
Services (hereinafter "DEPARTMENT") will act on behalf of the CITY in the
fiscal control, programmatic monitoring, and modification of this Agreement,
subject to approval of the City Attorney, except as otherwise provided by this
Agreement.
3. GRANTEE AGREES
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(a) GRANTEE shall use the annual grant of $25,000 received from CITY to
offset operational costs incurred during the term of this Agreement for
City's fair share of administrative costs of the Committee, and to continue
providing educational programs related to the Miami River.
(b) Except as otherwise stated in this Agreement, the funds appropriated
herein will be expended for GRANTEE staff, clerical, travel, supplies and
contingencies.
(c) GRANTEE shall submit to DEPARTMENT an annual written report each
October 1, during the term of this Agreement, and shall provide minutes of
all public meetings which demonstrate use of funds as well as the
performance of the organization in attaining its stated objectives for which
funding support was requested.
(d) GRANTEE shall submit to DEPARTMENT an independent audit by a
'Certified Public Accountant, which must include the expression of an
opinion on the financial statements and accounts of funds for fiscal years
2003-2004 as more particularly described in Section 11( c ) below.
4. GRANT
(a) The CITY shall pay the GRANTEE, as maximum compensation for the
services outlined pursuant to Paragraph 3 hereof, $25,000 for each fiscal
year identified in Paragraph 1 hereof, for a total not to exceed $50,000
throughout the term of this Agreement.
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(b) Said funds shall be paid annually as an advance for expenditures incurred
during the Agreement period. All expenditures must be verified by copies
of the cancelled checks used to pay each specific invoice. In case that an
invoice must be submitted to several funding sources, the invoice shall
indicate that exact amount paid by other funding sources equaling the total
of the invoice.
(c) CITY and GRANTEE agree that the funds granted herein may not be used
to reimburse expenses incurred prior to the commencement date of this
Agreement.
(d) CITY shall have the right to review and audit the time records and related
records of GRANTEE pertaining to any payments by CITY.
5. TERMINATION OF AGREEMENT
City retains the right to terminate this Agreement for cause at any time prior to
expiration of the term without penalty to CITY. In that event, notice of
termination of this Agreement shall be in writing to GRANTEE who shall be paid
for expenses incurred prior to the date of the receipt of the notice of termination.
In no case, however, shall CITY pay GRANTEE an amount in excess of the total
sum provided by this Agreement. It is hereby understood by and between CITY
and GRANTEE that any payments made in accordance with this Section to
GRANTEE shall be made only if said GRANTEE is not in default under the
terms of this Agreement. If GRANTEE is in default, then CITY shall in no way
be obligated and shall not pay to GRANTEE any sum whatsoever.
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6. GENERAL CONDITIONS
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 other 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
my mail, on the fifth day after being posted or the date of actual receipt,
whichever is earlier.
(a)
GRANTEE
Miami River Funds, Inc.
4600 Rickenbacker Causeway
Miami, FL 33149
CITY OF MIAMI
Director of Public Works
444 SW 2 Avenue
Miami, FL 33131
(b) Titles and paragraph headings are for convenience reference and are not a
part of this Agreement.
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.
(d) Should any provisions, paragraphs, sentences, words or phrases 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 provisions, paragraphs, sentences,
words or phrases 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
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(c)
remaining terms and provisions of this Agreement shall remain
unmodified and in full force and effect.
7. AWARD OF AGREEMENT
GRANTEE warrants that it has not employed or retained any person employed by
CITY to solicit or secure this Agreement and that it has not offered to pay, paid,
or agreed to pay any person employed by CITY any fee, commission, percentage,
brokerage fee, or gift of any kind contingent upon or resulting from the award of
this Agreement.
8. NON-DELEGABILITY
The obligations undertaken by GRANTEE pursuant to this Agreement shall not
be delegated or assigned to any other person or firm without the CITY' S prior
written consent.
9. CONSTRUCTION OF AGREEMENT
This Agreement shall be construed and enforced according to the laws of the State
of Florida and venue shall be in Miami -Dade County.
10. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the parties herein, their heirs, executors,
legal representatives, successors and assigns.
11. AUDIT RIGHTS
(a) CITY reserves the right to audit the records of GRANTEE at any time
during the performance of this Agreement and for a period of three (3)
years after final payment is made under this Agreement.
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(b) CITY shall audit all GRANTEES receiving $15,000 to $25,000.
(c) All GRANTEES receiving cash of $25,000 or more agree to submit to the
DEPARTMENT an independent audit, by a Certified Public Accountant.
Said audit must include the expression of an opinion as to the actual and
budgeted receipts and expenditures of the CITY's funds. Said audit shall
be submitted to DEPARTMENT no later than ninety (90) days after the
termination of this Agreement or final receipt of CITY funds, whichever is
applicable.
12. INDEMNIFICATION
GRANTEE shall indemnify and hold CITY harmless from and against any and all
claims, liabilities, losses, and causes of action that may arise out of GRANTEE's
activities under this Agreement, including all acts or omissions to act on the part
of the GRANTEE, including any person acting for or on their behalf, and from
and against any orders, judgments or decrees which may be entered, and from and
against all costs, attorney's fees, expenses and liabilities incurred in the defense of
any such claims or in the investigation thereof.
13. CONFLICT OF INTEREST
(a) GRANTEE covenants that no persons under its employ who presently
exercise any functions or responsibilities in connection with this
Agreement has any personal financial interests, direct or indirect, with the
CITY. GRANTEE further covenants that, in the performance of this
Agreement, no person having such conflicting interest shall be employed.
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Any such interests on the part of GRANTEE, or its employees, must be
disclosed in writing to the CITY.
(b) GRANTEE is aware of the conflict of interest laws of the City of Miami
Code of Ordinances, Chapter 2, Article V; the Miami -Dade County Code
of Ordinances, Section 2-11.1 and the laws of the State of Florida, and
agrees that it will fully comply in all respects with the terms of said laws.
14. INDEPENDENT CONTRACTOR
GRANTEE 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
GRANTEE, its employees and agents, shall not be deemed entitled to Florida
Workers' compensation benefits as employees of the CITY.
15. DEFAULT PROVISION
In the event that GRANTEE shall fail to comply with each and every term and
condition of this Agreement or fails to perform any of the terms and conditions
contained herein, then the CITY, at its sole discretion, upon written notice to
GRANTEE, may cancel and terminate this Agreement, and all- payments,
advances or other funds paid to GRANTEE by the CITY while GRANTEE was in
default of the provisions herein contained shall be forthwith returned to the CITY.
16. NON-DISCRIMINATION
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GRANTEE agrees that it shall not discriminate as to race, sex, color, religion,
age, marital status, national origin or handicap in connection with its performance
under this Agreement.
17. MINORITY PROCUREMENT COMPLIANCE
GRANTEE acknowledges that it has been furnished a copy of Ordinance No.
10538, the Minority Procurement Ordinance of the CITY, as amended, and agrees
to comply with all applicable substantive and procedural provisions therein,
including any amendments thereto.
18. WAIVER
No waiver of any provision hereof shall be deemed to have been made unless
such waiver is in writing signed by the CITY. The failure of CITY to insist upon
the strict performance of any of the provisions or conditions of this Agreement
shall not be construed as waiving or relinquishing in the future any such
covenants or conditions but the same shall continue and remain in full force and
effect.
19. CONTINGENCY CLAUSE
Funding for this Agreement is contingent on the availability of funds and
continued authorization for programs activities and is subject to amendment or
termination due to lack of funds or authorization, reduction of funds, and/or
change in regulations.
20. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
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All parties to this Agreement shall comply with all applicable laws, ordinances
and codes of federal, state and local government.
21. BONDING AND INSURANCE
(a) During the term of this Agreement, GRANTEE shall maintain insurance
coverages in amounts as determined by the CITY.
(b) GRANTEE shall provide protection to the CITY to the extent of the
indemnification, pursuant to Section 12 hereof.
22. ENTIRE AGREEMENT
This instrument and its attachments constitute the sole and only agreement of the
parties hereto relating to the matters set forth herein and correctly set forth the
rights, duties and obligations each 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.
23. ASSURANCES AND CERTIFICATIONS
GRANTEE assures and certifies that:
(a) All expenditures of funds shall be made in accordance with the proposal,
Attachment A approved by the City Commission and incorporated herein
by this reference. The CITY shall not reimburse the GRANTEE for state
sales tax.
(b) CITY funds shall not be co -mingled with any other funds, and separate
bank accounts and accounting records shall be maintained.
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(c) Expenditures of CITY funds shall be properly documented and
such documentation shall be maintained.
(d) Periodic progress reports as reasonably requested by the CITY
shall be provided.
(e) GRANTEE shall 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 competent
auditing authority.
(f) No activity under this Agreement shall involve political activities,
with the exception of the Miami River Fund, Inc. & Miami River
Commission's (MRC) full time staff providing intergovernmental
coordination on River related projects, including but not limited to
complying with City Commission resolution 00-320, Board of
County Commission Resolution R-156-99, and forwarding the
MRC's position on River related issues to Federal, State, and any
other appropriate agencies. Grantee possess legal authority to
enter into this Agreement; a Resolution, Motion, or similar action,
Attachment B hereto incorporated herein by this reference, has
been duly adopted or passed as an official act of Grantee'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 GRANTEE to act in connection with GRANTEE
and to provide such additional information as may be required.
24. AMENDMENTS
No amendments to this Agreement shall be binding on either party unless
in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the
respective officials thereunto duly authorized, the day and year first above written.
GRANTEE:
ATTES
T:
Wit
Witness
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
I HEREBY CERTIFY that on this
fore me, an officer duly authorized to
Err,. h9,,, , as President
Corp ration.
1,111She is personally known to me
identification.
• • canrnlwon OCR/
N pew mow. February 02,11o0
ATTEST:
Priscilla A. Thompson
City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Alejandro Vilarello
City Attorney
BY:
Pre - f, ent 4
Miami River Fun ' , Inc.
day of fact rcti , 2004, personally appeared
administer oaths and take acknowledgements,
of MIAMI RIVER FUND, INC., a Florida
or has produced as
NOT Y PUBIC STATE OF FLORIDA
Pri ame: ,iyi a ( a r/.
Commission No.: b] 2 S L f S 3 -
Commission Expires: Peh .2) add g
CITY OF MIAMI, a municipal corporation
of the State of Florida
BY:
Joe Arriola, City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
ej.fv%A.6270
Risk Management
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