HomeMy WebLinkAboutExhibit 16EXHIBIT .1
970 S.W. FIRST STREET
SUITE 304
MIAMI, FLORIDA 33130
PHONE: (305) 545-9295
FAX: (305) 545-0203
BOARD OF DIRECTORS
CHAIRMAN:
VICE CHAIRMAN:
h`•
t
SECRETARY:
TREASURER:
LEGAL REPRESENTATIVE:
COMMUNITY CENTER, ING
ERNESTO A. ALZOLA
1101 SW 103 COURT
MIAMI, FLORIDA 33174
TELEPHONE: 305-553-5368
IRELA BAGUE '
15 MADEIRA AVENUE, APT. 6
CORAL GABLES, FLORIDA 33134
• TELEPHONE: 305-567-0464
DR. DOMINGO 7. ACOSTA
3950 SW 2 STREET
MIAMI, FLORIDA 33134
TELEPHONE: 3 05-442-1174
MERCY MONTES DE OCA
502 NW 87 AVENUE, APT. 106
MIAMI, FLORIDA 33172
TELEPHONE: 3 0 5- 5 5 2-0647
RICHARD A. ALAYON, ESQ.
4551 PONCE DE LEON BOULEVARD
CORAL G e BLES, FLORIDA 331.34
MIAl`MI, FLORIDA.
TELEPHONE: 305-541-5 43 4
SECOND AMENDMENT TO AGREEMENT BETWEEN
THE CITY OFMIAMI AND ACTION COMMUNITY CENTER. INC .FOR THE
PROVISION OF TRANSPORTATION SERVICES.
This document is the Second Amendment (the "Amendment") to the Grant Agreement
for Transportation Services entered into between the parties on or about October 13, 2004 (the
"Agreement") is entered into this i. day of''= `= e,- , 2006, by and between the City of
Miami, a municipal corporation of the State of Florida ("City"), and Action Community Center,
Inc., a Florida not for profit corporation ("Contractor").
WHEREAS, pursuant to Resolution No. 04-0379, the City Commission has authorized
the City to expend $300,000.00 to have the Contractor provide public transportation services in
' the manner provided by the Agreement and required by law; and
WHEREAS, pursuant to Resolution No. 05-0572, the City Commission authorized the
City Manager to execute the First Amendment, providing for a one-year extension with the
option of three additional one-year extensions; and
WHEREAS, the First Amendment has a term of one (I) year which term will expire on
or about September 30, 2006; and
WHEREAS, the Second Amendment will extend the term of the Agreement for an
additional one-year period from October 1, 2006 through September 30, 2007; and
WHEREAS, the Contractor agrees to provide the Transportation Services as
specifically described, and under the terms and conditions set forth in this Agreement, as
amended, and the applicable State of Florida, Miami -Dade County and City of Miami laws,
rules, regulations and written directives; and
WHEREAS, as a condition precedent to execution of the amendment the City Manager
must make a written finding that competitive procurement of this service is not practicable or
advantageous to the City and that finding is ratified by a 4te/5`r' vote of the City Commission after
a properly advertised public hearing;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained this agreement, the City and PRINCIPAL hereby agree to amend the Agreement as
follows:
TERMS
1. Except as expressly amended herein, all of the terms and provisions of the Agreement, as
amended, shall remain in operative force and effect.
Page 1 of 2
2. All Attachments and Exhibits are part of the Agreement, as amended, and are each deemed as
being expressly incorporated by reference herein as if set forth in full in the Agreement, as
amended.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers duly authorized.
ATTEST:
,r 1 /Priscilla A. Thompson, City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Joi . Fernandez
Ci& Attorney
.ATTEST:
Print Naine: D r . Domingo J . Acosta
Title: Corporate Secretary
(Affix Corporate Seal)
"City"
CITY OF MIAMI, a Municipal
Corporation
By:.
Pedro G.,
/1 ,!-ffi
rnandez, City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
LeeAnn Brehm
Risk Manager
"CONTRACTOR"•
Action Community Center, Inc., a
Florida Non- Profit Corporation
B
ahe: ir-la Da
e: President vice-Charman
Page 2 of 2
FIRST AMENDMENT TO AGREEEMENT BETWEEN
THE CITY OF MIAMI AND ACTION COMMUNITY CENTER, INC .FOR THE
PROVISION OF TRANSPORTATION SERVICES.
This document is the First Amendment (the "Amendment") to the Grant
Agreement for Transportation Services entered into between the p ties on or about
October 13, 2004 (the "Agreement") is entered into this at day of�2005, by.
and between the City of Miami, a municipal corporation of the State of Florida ("City"),
and Action Community Center, Inc., aFlorida not for profit corporation ("Contractor").
WHEREAS, pursuant -to ResoIution No. 04.0379,The City .Commission has
authorized the City to expend $300,000.00 to have the Contractor provide public
transportation services in the manner provided by the Agreement and required by law;
and
WHEREAS, the Agreement had a term of one (1) year which term will expire on
or about September 30, 2005; and
WHEREAS, the Contractor agrees to provide the Transportation Services as
specifically described, and under the terms and conditions set forth in this Agreement, as
amended, and the applicable City of Miami laws, rules, regulations and written directives;
and
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained this agreement, the City and PRINCIPAL hereby agree to amend the Agreement
as follows:.
TERMS
1. Subsection Section 6.1 "Payments " is modified to read as follows:
Payments: All payments shall be reimbursements for eligible transportation
' services within. the City of Miami in an amount specified in composite Exhibit "E", for a
-period of one year, through October 1, 2005, and through September 30 of 2006, 2007, 2008
and 2009, respectively, on a fiscal year basis, in the event the City Commissional their sole
discretion appropriate the sum of not more than $300,000:00 on an annual •basis for
Contractor's eligible transportation services.. Said funds may only be appropriated by the
City Commission from the City's unencumbered share of the half penny transportation
surtax. The City shall not be obliged to continue such funding beyond the current fiscal
year approved nor shall the City be liable for any debt, obligation, fee, cost, expenditure or
expense beyond this amount.
2. Section 7.1 "Term of Agreement" is modified to read as follows:
Term of Agreement This Agreement shall commence following approval by
the City Commissioners of the City of Miami of the approval and allocation funding in the
Page I of 3
manner provided herein and required by law for the current fiscal year and shall
automatically expire one year thereafter. Once the funding from the half penny
transportation surtax has been approved for the Contractor to provide transportation
services under the Agreement for the next applicable fiscal year the City Manager, subject
to prior approval of the City Commission may administratively execute an amendment
extending the Agreement for the additional fiscal year, provided however that the entire
term of the Agreement cannot exceed five years.
3. Except as expressly amended herein, all of the terms and provisions of the
Agreement, as amended, shall remain in operative force and effect.
4. ..All Attachments and Exhibits are part of the Agreement, as amended, and.are_
each deemed as being expressly incorporated by reference herein as if set forth in full in 'the
Agreement, as amended.
[INTENTIONALLY LEFT BLANK] •
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
. Page 2 of 3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized.
ATTEST:
Priscilla A. Thompson, ity Clerk
ATTEST:
Print Name: DR. DomingoT. Acosta
lAgtae:Corporate. Secretary
(Affix Corporate Seal)
APPROVED AS TO LEGAL FORM AND
CORR CTNESS:
"City"
CITY OF MIAMI, a Municipal
Corporation
Bv:
Arriola, City Manager /6
"CONTRACTOR"
Action Community Center, Inc., a
Florida Non- Profit Corporation
•
Print Maria P. Alba
Title: President/Executive Director
APPROVED AS TO INSURANCE
REQUIREMENTS:
ttnizeo
Jorge . F.rnandez Dania F. Carrillo
Cit A for ey Administrator
Risk Management Division
Page 3 of 3
Grant Agreement Between
Action Community Center, Inc and the City of Miami
For the Provision of Transportation Services
This Grant Agreement is made, entered into, and effective as of the latest date set
forth on the signature page hereto, by and between the City of Miami, a municipal
corporation of the State of Florida, hereinafter referred to as "the City," with its principal
place of business located at 444 S.W. 2 Avenue in Miami, Fl 33130, and Action
Community Center, a Florida non-profit corporation, hereinafter referred to as the
"Contractor," with its principal place of business located at 970 S.W. 1
Street in Miami,
F133130 (each, a "Party," and collectively, the "Parties").
WITNESSETH:
WHEREAS, notwithstanding the fact that the Miami -Dade County operated
public transit bus service (Metrobus) has substantial service in the City of Miami, visitors
to the City and City residents continue to rely on their private automobiles to provide
mobility throughout the City; and
WHEREAS, the County's Metrobus service is operated pursuant to a traditional
weekday commuter rush period, with reasonable ridership, while a local public circulator
bus service would provide connectivity with and not, duplicate the Metrobus service; and
WHEREAS, it is desirable to provide altemative forms of supplemental public
transit service to the residents of and visitors to Miami; and
WHEREAS, a minimum of twenty percent (20%) of the City's share of the
People's Transportation Plan half penny transportation surtax is required to be
appropriated for transit purposes; and
WHEREAS, the City is willing to provide alternative forms of supplemental
public transit service in the City and has obligated the required City's share of the half
penny transportation surtax funds to so provide; and
WHEREAS, the City agrees that a local public circulator bus service as one mode
of supplemental public transit service would be of benefit to residents and visitors to
Miami; and
WHEREAS, Resolution No. 04-00593 of the Miami City Commission authorized
Transportation and Transit Special Revenue Funds .from the City's share of the half
penny transportation surtax, in the amount of $300,000, to Action Community Center,
Inc. to provide public transportation services; and
WHEREAS, the Contractor will provide this service on a fixed route or semi -
fixed route, on a fixed schedule, and available to all members of the public; and
1
NOW, THEREFORE,
IN CONSIDERATION of the mutual terms, conditions, promises, covenants and
payments hereinafter set forth, the City and Contractor agree as follows:
ARTICLE 1
EXHIBITS AND DEFINITIONS
DEFINED TERMS: As used herein the following terms shall mean:
1.1 "ADA" shall mean the Americans with Disabilities Act of 1990, as amended.
1.2 "Contractor" shall mean any entity, public or private, providing public transit
services as described in this Agreement under contract to the City. The
Contractor is Action Community Center, a Florida non-profit corporation. The
Contractor is an independent Contractor of the City, and not an agent authorized
to bind the City. The Contractor and its employees shall receive no City
employment, vacation, health care, or any other City benefits or stipend.
Any provisions of this Agreement that may appear to give the City any right to
direct the Contractor concerning the details of operating its circulator bus
transportation service, or to exercise any control over such performance, shall
mean only that the Contractor shall follow the direction of the City concerning the
end results of the performance. •
1.3 "Shuttle" shall mean fixed route or semi -fixed route public circulator bus services
open to the public and where at least 70% of the route is within the City and said
circulator service is operated by the City, directly or by contract, pursuant to this
Agreement and Chapter 31 of the Code of Miami -Dade County, as amended.
1.4 "The City" shall mean the. City of Miami and authorized representatives thereof,
1.5 "MDT" shall mean the Miami -Dade Transit and authorized representatives
thereof.
1.6 "USDOT" shall refer to the U.S. Department of Transportation, its rules and
regulations, and representatives thereof.
1.7 "CSD" shall mean the Consumer Services Department of Miami -Dade County
and authorized representatives thereof.
1.8 "Fares" for shuttle service shall mean individual transportation fees paid by public
transit passengers in accordance with a schedule of fares adopted by County
Ordinance or alternatively, no fares will be required.
2
1.9 "STS", Special Transportation Service, is the component of the conventional
transit system designed to provide comparable transit service to disabled
individuals as mandated in the ADA.
EXHIBITS: Attached hereto and forming a part of the Agreement are the following
Exhibits:
Exhibit A Action Community Center Daily Circulator Bus Schedules
Exhibit B Action Community Center Circulator Bus Route and Map
Exhibit C . Miami Dade County Metrobus Routes
Exhibit D Certificate f Liabilit
y insurance _ .
Exhibit E City of Miami Transportation Department Budget for
Circulator Bus Services provided by Action Community
Center
Exhibit F Action Community Center Work Program Specifications
Exhibit G Corporate Resolution Authorizing Maria P. Alba To •
Execute Agreements
Exhibit H Secretary of State Certificate certifying Action Community
Center as a corporation in good standing.
ARTICLE 2
GENERAL REQUIREMENTS.
2.1 Compliance with Applicable Laws and Regulations. The Contractor shall comply
with all existing and future laws, statutes, ordinances, codes, rules, regulations,
and procedural requirements, whether federal, state, or local, which are applicable
to, or in any manner affect, the provision of the City of Miami Transportation
Services. The Contractor shall be responsible for ensuring compliance of its
employees, contractors, agents, or assigns with all applicable county, state, and
federal requirements, including, but not limited to, all safety, mechanical, and
vehicular standards mandated by MDT and CSD. The Contractor shall be
responsible for obtaining copies of the appropriate laws, regulations, ordinances,
. and documents and complying therewith.
2.2 Vehicle Licensing. All vehicles utilized by Contractor to provide transportation
services shall at all times be properly licensed and permitted in accordance with
applicable federal, state, and county requirements. Vehicle operators shall
comply with all safety, mechanical, and vehicular standards mandated by any
applicable county, state, and federal requirements including, but not limited to, all
safety, mechanical, and vehicular standards mandated by MDT and CSD.
2.3 Vehicle Standards. Contractor's vehicles shall comply with all of the
requirements contained in Chapters 30 and 31 of the Code of Miami -Dade
County, pertinent state statutes and other directives as may be prescribed and
3
required by CSD or MDT, All vehicles utilized to provide transportation services
authorized by this Agreement shall at all times display a current and valid county
permit and shall comply with safety, mechanical, and vehicular requirements
mandated by applicable county, state, or federal requirements, including ADA.
2.4 Chauffeur Requirements. Contractor's vehicle chauffeurs shall at all times have a
current and valid county chauffeur's registration. Vehicle chauffeurs shall also
comply with any safety, mechanical, and vehicle standards mandated by
applicable county, state, and federal requirements and as may be prescribed and
required by CSD or MDT.
2.5 Purchase of Services/Sole Responsibility. The Parties agree that this Agreement
is a contract for the purchase of transportation services provided by the Contractor
as an independent Contractor of the City for the benefit of the City.
2.6 Compliance with ADA. The City's Shuttle services, as operated, directed, and
• managed by the Contractor shall comply with all applicable requirements of the
ADA. To the extent that any terms of this Agreement are in conflict with the
ADA, the requirements of the ADA shall control. .
2.7 Compliance with Procurement Requirements. The Contractor agrees to comply
with applicable federal and state procurement requirements, as may be amended
from time to tithe, when entering into contracts with third parties to fulfill the
obligations under this Agreement. •
2.8 Drug -free Workplace and Testing. In accordance with the Code of Miami -Dade
County, the Contractor shall certify that it will have a drug -free workplace
program. Further, the Contractor shall require pre -employment drug testing and
other periodic drug testing for all persons holding safety -sensitive positions, as
defined by USDOT, related to transit operations. Effective upon execution of the
Agreement, the Contractor shall require that its employees comply with all
applicable requirements of the USDOT regulations for drug and alcohol testing.
To the extent that any terms in this Agreement are inconsistent with the USDOT
regulation, the requirements of the USDOT shall control.
2.9 Amendments or modifications. Unless provided otherwise elsewhere in this
Agreement, amendments and modifications to this Agreement must be in writing
and shall require the signature of the City Manager, or their designees, subject to
prior authorization by the Miami City Commission. Notwithstanding the
foregoing, amendments to this Agreement regarding alignments, schedules, and
fares, if any, may be administratively approved by the City Manager, or his
designee.
4
ARTICLE 3
CITY OF MIAMI TRANSPORTATION SERVICES
3.1 Provision of City of Miami Shuttle Services. The Contractor shall provide public
transportation services on one or more routes within the City of Miami with the
schedules contained in Exhibit "A" and the locations and according to routes as
contained in Exhibit "B", copies of which are attached. Any changes to Exhibits
"A" or "B" shall be effective only upon the written consent of the City Manager,
or their designees.
3.2 Fares. Contractor will uniformly charge fares or alternatively, no fares, for the use
of the Shuttle. Any fares shall be . in accordance with public transit fares
established by the County, and may be modified from time to time pursuant to
Section 2-150(c) of the Code of Miami -Dade County. The Contractor shall
accept MDT passes, transfers or identification entitling a passenger to ride a
Metrobus without paying any additional fare.
3.3 Connection and Coordination with County Bus Routes. The Contractor shall
operate the Shuttle so it shall connect, at a minimum, with regular County
Metrobus routes at points where the routes intersect, merge or diverge, as
specified in Exhibit "C". Shuttle operating schedules shall be coordinated with
existing County Metrobus service to the extent possible.
,3.4 Operation of Routes in Their Entirety. The Contractor shall be responsible for
ensuring that Shuttle routes are operated in. their entirety with no deviation from
the approved routes and schedules. Notwithstanding the foregoing, the Contractor
shall not be required to operate a Shuttle route in its entirety when a portion of the
alignment is temporarily impacted by construction or anothernon-permanent
situation that makes roadway inaccessible. In that case, the City.shall return to
the approved alignment as soon as the roadway is accessible to vehicular traffic.
3.5 Use of Logo. The Contractor may wish to design a logo uniquely identifying its
Shuttle. Any logo will be subject to the written approval of the City Manager. If
they do so, such logo shall at all times be displayed on the exterior of all vehicles
operating pursuant to the Agreement. The County shall allow the display of the
Shuttle logo on the County's bus stop signs at all stops common to the City
Shuttle and the County bus routes.
3.6 Bus Stop Signs and Signposts. The City may provide, install, and maintain bus
stop signs and signposts at Shuttle stops along the City's Shuttle routes. In the
event that the City, or its Contractor installs Shuttle sign facilities that can
accommodate Metrobus bus stop information, the County may elect to utilize the
City's sign facility to display Metrobus bus stop information. If such election is
made, MDT shall provide to the City the materials to be displayed on the bus stop
sign facility, in the size and format to be specified by .the City and the City will
remove the County's signs and return the signs to the County. The City shall be
5
responsible for installing the Metrobus bus stop information inlon the bus stop
sign facility.
3.7 Bus Shelters and Benches. The City shall, at its sole option, provide, install, and
maintain bus shelters, benches and other bus stop furnishing at those Shuttle stops
along the City's circulator routes where the City, or its contractor, feels that there
is a need for such furnishings.
3.8 Bus Stops and Bus Bays or Pullouts. The City shalt, at its sole option, provide,
install, and maintain bus stop sites, including bus bays or pull-outs at Shuttle stops
along the City's circulator routes; providedthat any -proposed but -bays or pull-
outs and any proposed modifications.or reconfigurations to existing bus bays or
pull-outs shall be first reviewed and approved by the County.
ARTICLE 4
INSURANCE
The parties hereto acknowledge that the City is a self -insured governmental entity subject
to the limitations of Section 768.28, FS. The City Risk Manager shall collect and keep
on file documentation of insurance of any and all private providers operating the City df
Miami Shuttle routes.
At all times during the term hereof, the Contractor shall maintain insurance andbonding
coverage acceptable to the City Risk Manager. Prior to commencing any activity under
this agreement, the Contractor shall furnish to the City Risk Manager original certificates
of insurance and bonding indicating that the Contractor is in compliance with the
insurance provisions as provided in Exhibit "D".
The Contractor shall provide at minimum the following coverage:
(i). Cornprehensive General Liability and umbrella liability coverage in an
amount not less than S300,000 per person per occurrence, protecting the
City and the Contractor against liability incidental to the use of, or
resulting from an accident occurring on or about, its property, including
coverage for: (a) fire, explosion, collapse, and underground hazards,
completed operations and independent contractors, and (b) automobile
liability for all owned vehicles, as well as coverage for non -owned and
hired automobiles. The City shall be narned an additional insured for
policies under this subsection (i).
(ii) Workers' compensation insurance as required by the Laws of the State of
Florida.
(iii) Flood insurance, if applicable, in such amount as may be required by the
City Risk Manager.
6
(iv) A bid bond or performance bond in such form as may be required by the
City Risk Manager.
Fidelity bonding for all persons handling funds received or disbursed under this
Agreement in an amount equal to or greater than one third (1/3) the amount of the grand
of funds hereunder. The City shall be named as Loss Payee.
All such insurance shall insure the City as the primary additional insured, with a loss
payable clause,in favor of* City. The Contractor shallbe required_ to furnish_evidence
of any other insurance coverage the City may reasonably require during the termof this
• Agreement. All such policies shall require the insurance carrier to give the City at least
30 days prior written notice of termination, cancellation, expiration, or modification, and
all such policies shall be written by insurance companies satisfactory to the City. There
shall be no exclusions in such policies that override the City's coverage.
Compliance with the foregoing requirements shall not relieve the Contractor of its
liability and obligations under this section or under any other section of this Agreement.
ARTICLE 5
INDEMNIFICATION
5.1 Indemnification by Provider. The Contractor shall indemnify and save the City,
its officials and employees harmless from and against any and all claims,
liabilities, losses, and causes of action which may arise out of the Contractor's
activities related to the Work Program or otherwise under this Agreement,
including all acts or omissions to act on the part of the Contractor 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, attomey's fees,"expenses, and liabilities incurred by the City in
the defense or investigation of any such claims or other matters.
ARTICLE 6
FUNDING AND FINANCIAL ASSISTANCE
6.1 Payments. All payments shall be reimbursements for transportation services
within the City of Miami in the amount of $300,000, as specified in Exhibit "E",
for a period of one year, through September 30, 2005. Said funds will be
appropriated from the City's share of the half penny transportation surtax entitled
"Grant to Action Community Center for Circulator Services, B-7I201". The City
shall not be liable for any debt, obligation, fee, or cost beyond this amount.
7
6.2 Term. During the term hereof and for a period of three (3) years following the
date of the last payment made hereunder, the City shall have the right to review
and audit the time records and related records of the Contractor pertaining to any
payments by the City.
6.3 Request for Payment. Requests for payment should be made at least on a monthly
basis. Reimbursement requests should be submitted to the City within thirty (30)
calendar days after the indebtedness has been incurred in a form provided by the
Department. Failure to comply with these time frames for requesting
reimbursement/payment may result in the rejection of those invoices within the
reiin b��u, sement package which do not meet these requirements.
6.4 Final Payment Request. The Contractor must submit the final request for
payment to the City within 30 calendar days following the expiration dale or
termination date of this Agreement. If the Contractor fails to comply with this
requirement, the Contractor shall forfeit all rights to payment and the City shall
not Honor any request submitted thereafter.
6.5 Payment Withholdings. Any payment due under this Agreement may be withheld
pending the receipt and approval by the' City of all reports due • from the
Contractor as a part of this Agreement and any modifications thereto.
ARTICLE 7
TERMS, MODIFICATIONS AND MISCELLANEOUS PROVISIONS
7.1 Term of Agreement. This Agreement shall commence following approval of the
City Commissioners of the City of Miami and upon the execution and
authorization by the parties and shall remain in force for one year thereafter. The
Contractors Work Program is outlined under Exhibit "F".
7.2 Renegotiation or Modification. Any substantive changes in the level of service to
be provided by the Contractor as set forth herein shall only be implemented after
the City has entered into a written agreement with Contractor describing the
changed services.
7.3 Title VI and VII Civil Rights Act of 1964. The Contractor shall not unlawfully
discriminate against any person because of race, color, sex, religious background,
ancestry or national origin in the performance of the Agreement.
7.4 Termination for Cause. This agreement may be terminated for cause by either
party upon no Less than thirty (30) days written notice to the other party, except
when Shuttle operations are in violation of health and/or safety -related provisions
of state statutes or the Code of Miami -Dade County, in which case termination
shall be as determined by the City Manager. Said notice shall be delivered by
8
verified facsimile transmission or certified mail, return receipt requested. The
noticed party shall have the opportunity to cure any'stated cause for termination
within the notice period, in which case the terminating party may cancel the
termination notice using the same means by which the notice of termination
delivered.
7.5 Termination without Cause. The City Manager may terminate this Agreement at
the convenience of the City without cause upon no less than sixty (60) days
written notice tothe other party. All funding obligations of the City shall
automatically cease effective on the date of termination.
7.6 Notices. All notices and other communications required to be remitted pursuant to
this Agreement to either party hereto shall be in writing and shall be delivered by
verified facsimile transmission or certified mail, return receipt requested, to the
parties at the address indicated below:
FOR THE CONTRACTOR:
Action Community Center, Inc
Maria P. Albo, Prin. Exec, Officer
970 SW First. Street, Suite 304.
Miami, Florida 33130
FOR CITY OF MIAMI:
Office Of The City Manager
City Hall
3500 Pan American Drive
Miami, Florida 33133
7.7 Complete and Binding Agreement, This writing embodies the full and complete
agreement of the parties. No other terms, conditions or modifications shall be
binding upon the'parties unless in writing and signed by the parties.
7.8 Execution. This document shall be executed in four (4) counterparts, each of
which shall be deemed an original.
7.9 Governing Law. This Agreement shall be construed in accordance with the laws
of the State of Florida. Venue for any proceedings between the parties shall be in
Miami Dade County, Florida. In order to expedite litigation, the parties agree to
voluntarily and knowingly waive their rights to a jury trial, to claim attorney's
fees from the other or to file permissive counter claims in any proceedings arising
out of this agreement.
7.10 Non -Assignment. This agreement is unique in nature. The Contractor shall not
assign the obligations under this Agreement, whether by express assignment or by
sale of the company, nor any monies due or to become due, without the City
Commission's prior written approval, which approval may be unreasonably
withheld. Any assignment in violation of this paragraph shall constitute a default
and is grounds for immediate termination of this Agreement, at the sole discretion
of the City. In no event shall any putative assignment create a contractual
relationship between the City and any putative assignee.
9
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective and duly authorized officers the day and year first above written.
Dr. Domingo J. Acosta
Corporate Secretary
A'11hST:
Priscilla A. Thompson,
City Clerk
APPROVED AS TO
CONTRACTOR
Action Community Center, Inc.
970 SW First Street, Ste 304
Miami, Florida 33130
A Florida not -for -profit corporation
By:
Maria P. Albo
Principal Executive Officer
(Attached is Corporate Resolution
Authorizing Officer to sign
Agreement)
SEAL
CITY OF MIAMI, a municipal
Corporation of e of Florida
Joe Arriola " /�
City Manager lG `" I
APPROVED AS TO LEGAL
INSURANCE REQUIREMENTS: FORM AND CORRECTNESS:
�.. e4triagf lo/iVoV
Dania F. Carrillo, Administrator
Risk Management
Jorg L. Fe andez
`City Atto y
K-0400831
10