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HomeMy WebLinkAboutExhibit 1CITY OF MIAMI PARKS AND RECREATION SERVICES AGREEMENT WITH FOUNDATION OF COMMUNITY ASSISTANCE AND LEADERSHIP, INC. (FOCAL) THIS PARKS AND RECREATION SERVICES AGREEMENT is entered into this day of , 2008 ("Agreement"), (but effective as of the commencement of the term of this Agreement on the "Effective Date" as defined below), between the City of Miami, a municipal corporation of the State of Florida, whose principal address is 444 S.W. 2°d Avenue, 8th Floor, Miami, Florida 33130, (hereinafter referred to as the "CITY"), on behalf of its Department of Parks and Recreation (hereinafter referred to as the "Department" or "Parks") and FOUNDATION OF COMMUNITY ASSISTANCE AND LEADERSHIP, INC., (FOCAL) a Florida -not -for -profit corporation, whose principal address is 946 N.W. 46th Street, Miami, Florida, 33127 and whose mailing address is P.O. Box 370036, Miami, Florida 33137-0036 (hereinafter referred to as the "PROVIDER"). FUNDING SOURCE: Non -Departmental Account TERM OF AGREEMENT: FROM OCTOBER 1, 2008 TO SEPTEMBER 30, 2009 AMOUNT: One Hundred and Fifteen Thousand, Four Hundred and Fifty - Two Dollars ($115,452) PURPOSE: To provide after school tutoring, counseling and computer training and educational services at Moore Park Recreation Building CITY COMMISSION APPROVAL REQUIRED: Yes 47 14 Provider's Information: EXECUTIVE DIRECTOR: David Chiverton PROGRAM OFFICER: Barbara Hardamon CONTACT ADDRESS FOR SERVICES: 765 N.E. 36'h Street. Recreation Building at Moore Park TELEPHONE NO: 305-756-6762 and 305-343-5666 RECITALS WHEREAS, the City owns and the Department operates the real property known as Moore Park located at 765 N.E. 36th Street and the personal property contained therein; and WHEREAS, pursuant to Section 18-86(a)(3)(c) of the City's Code, the City through the Department has established that it is of benefit to the public for not -for -profit organizations to undertake services related to cultural, educational, recreational or park activities within City parks; and WHEREAS, the City is interested in continuing the after -school tutoring, counseling and computer education and training services being provided by Provider for young adults at Moore Park; and WHEREAS, after the required duly noticed public hearing, pursuant to Resolution No. , adopted on , 2008 (the "Authorizing Resolution"), the City Commission has approved by the required 4/5ths affirmative vote the selection of Provider and has authorized the City Manager to enter into this Agreement to provide for the Services stated herein within Moore Park; and WHEREAS, subject to the applicable laws and requirements set forth herein, Provider possesses the ability and desires to provide such Services to the City. NOW, THEREFORE, in order to carry out the intent as expressed herein and in consideration of the mutual covenants and obligations herein set forth, and other good and valuable consideration, the sufficiency of which are acknowledged by the parties, the City and the Provider understand and agree as follows: ARTICLE I 1.0 RECITALS AND INCORPORATIONS The foregoing recitals are hereby incorporated and made a part of this Agreement. All attachments hereto are hereby incorporated in and made a part of this Agreement. 1.1 BASIC REQUIREMENTS As a necessary part of this Agreement, the following documents must be approved by the City prior to its execution, and must be on file with the Department: 1.2 Provider's Not -for -Profit Corporation Resolution authorizing execution of this Agreement. 1.3 Provider's Work Program setting forth the Services to be provided under this Agreement. (ATTACHMENT I) 1.4 Budget Summary, to include: completion of PROVIDER'S Program/Line-Item Budget/Expenditure Justification (ATTACHMENT II), Total Actual and Projected Funds Disclosure, and Staff Salaries Schedule (on forms supplied by the CITY); budget for program -generated revenues; copies of all subcontracts and/or management services agreements funded in whole or in part under this Agreement. 3 1.5 Certificate(s) of Insurance which reflect the requirements of the City's Risk Management Department as set forth in ATTACHMENT III hereto regarding PROVIDER'S current liability insurance, naming the CITY as primary or additional insured as determined by the Risk Management Department of the CITY; current Workers' Compensation Insurance; current Fidelity Bond or current Crime Coverage Insurance (applicable for all persons who are authorized to receive and disburse funds under this Agreement); flood insurance coverage if applicable; and other coverage(s) as deemed necessary, if applicable (i.e., automobile insurance). 1.6 PROVIDER's Corporate Seal (to be fixed to Signatory Page and Not -For -Profit Corporation Resolution). 1.7 Copy of PROVIDER's Articles of Incorporation, Charter and Bylaws and amendments thereto, if any, certified by PROVIDER's secretary to be current, complete, and correct. 1.8 List of Present Principal Governing Board Officers and Members of the Board (names, addresses, and telephone numbers). ARTICLE II 2.0.1 DUTY TO OPERATE FOR PUBLIC PURPOSE. Provider shall at all times during its provision of the Services set forth in the Work Program, and as otherwise contemplated by this Agreement, maintain an active status in good standing as a Florida non-profit corporation. 2.1 PROJECT PUBLICITY PROVIDER shall abide by affirmative action regulations in informing residents of the geographical area to be served hereunder and of the Services to be offered by utilizing any available means for advertisement, as necessary for promotional activities undertaken by PROVIDER. All newspaper, magazine, television, or radio advertising regarding 4 PROVIDER'S activities will be submitted to CITY for review and approval prior to release or distribution. Provider shall provide the DEPARTMENT with copies of all other literature, publicity and/or promotional materials regarding the Services being provided under this Agreement. No press conference regarding the Services being provided by Provider under this Agreement shall be scheduled without prior written approval by the CITY. 2.2 MINORITY PROCUREMENT COMPLIANCE CLAUSE PROVIDER acknowledges that it has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and shall comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 2.3 PURCHASING AND INVENTORY PROVIDER shall use its best efforts to obtain all supplies and equipment for use under this Agreement at the lowest practical costs and shall solicit three (3) bids for the purchase of capital equipment. The three (3) bids shall accompany all requests for payment. Provider shall be responsible to CITY for any damage or destruction of all non -expendable property acquired for the Program with CITY funding (non -expendable property being properties which shall not be consumed or lose identity) and shall reimburse CITY for such damage or destruction. PROVIDER shall establish and maintain a property control system and shall be responsible for maintaining a current inventory on all capital items purchased with CITY funds. All capital expenditures over five hundred dollars ($500.00) must be approved by CITY in writing prior to purchase. All items purchased remain the property of CITY and are to be inventoried as such, which shall include a property record 5 listing the description, model, serial number, date of acquisition, and cost. Such property shall be inventoried semi-annually, and an inventory report submitted to CITY. PROVIDER shall permit CITY staff access to the premises where property is kept for the purpose of performing inventory monitoring functions. PROVIDER shall not dispose of real or personal property purchased with CITY funds through sale, loan, lease, or relocation without receiving prior written approval of the City Manager. 2.4 SUBCONTRACTS PROVIDER agrees to give advance written notification to the CITY of any subcontract. None of the Services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work or Services sub -contracted hereunder shall be subject to the terms and conditions of this Agreement, including but not limited to, the audit, inspection, insurance and indemnification provisions hereof. Proper documentation in accordance with the PARKS and CITY Code guidelines and directives must be submitted to and approved by the DEPARTMENT prior to the execution of any subcontract. The advance notification process shall include the following: A. Identification of the subcontractor and Services to be provided. B. The proposed subcontract and all proposed exhibits and attachments thereto, together with a complete and accurate breakdown of the price on a component -by -component basis, and all bid documents. C. Identification of the type of subcontract to be used. D. Summary of actions taken to select the subcontractor. Nothing contained herein shall create any contractual relationship between CITY and any subcontractor working for PROVIDER. 6 ARTICLE III 3.0 PROCEDURES 3.1 TIME OF PERFORMANCE The term of this Agreement shall be from OCTOBER 1, 2008 - September 30, 2009. Subject to the contingency provisions of Section 4.5 hereof, the City shall have the option to renew this Agreement for the same amount and under the same terms and conditions for a one (1) year period subject to the recommendation by the Department and approval by the City Manager. 3.2 CITY AUTHORIZATION Pursuant to Section 18-86(a)(3)(c) of the City Code and the Authorizing Resolution, the City Commission approved the selection of Provider and authorized the City Manager to execute this Agreement, under the terms and conditions set forth herein. For the purpose of this Agreement, Parks shall act on behalf of the CITY in the fiscal control, programmatic monitoring, and modification of this Agreement, except as otherwise provided by this Agreement. 3.3 ENTIRE AGREEMENT This instrument and its attachments constitute the only Agreement of the parties hereto, relating to said Services and correctly sets forth the rights, duties, and obligations of each to the other, as of this date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Furtheiuiore, should any provision, paragraph, sentence, word, or phrase 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 provision, paragraph, sentence, words or phrase shall be deemed modified to the extent 7 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 remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 3.4 OBLIGATIONS OF PROVIDER The PROVIDER shall carry out the Services as prescribed in its Work Program (which by this reference is incorporated herein and made a part of this Agreement as Attachment I) and shall follow the Budget (which by this reference is incorporated herein and made a part of this Agreement as Attachment II) and shall maintain the Insurance and Bonding Requirements (which by this reference are incorporated herein and made a part of this Agreement as Attachment III) in a lawful, and proper manner, satisfactory to the CITY, in accordance with the requirements as prescribed in this Agreement. Provider shall comply with all applicable federal, state and local laws, ordinances and regulations and Provider shall comply therewith as the same presently exist and as they may be amended from time to time. 3.5 NON-DISCRIMINATION The PROVIDER agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, or handicap, in connection with its performance under this Agreement. Furthermore, PROVIDER agrees that no otherwise qualified individual shall solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, or handicap, be excluded from the participation in, be denied benefits of, or subject to discrimination under any program or activity receiving federal financial assistance. 3.6 BONDING AND INSURANCE At all times during the term thereof, PROVIDER shall maintain insurance and bonding coverages acceptable to the CITY's Risk Management Department. Prior to commencing any activity under this Agreement, the PROVIDER shall furnish to the CITY original certificates of insurance and bonding or equivalent crime coverage insurance indicating that the PROVIDER is in compliance with the provisions of this article. PROVIDER shall provide the following coverages on Attachment III "Insurance and Bonding Requirements" hereto and made a part hereof: a) Insurance coverage that reflects sound business practices acceptable to the CITY's Risk Management Department and that requires the insurance carrier to give the CITY at least thirty (30) days previous notice of change, termination, cancellation or expiration of insurance policy. b) Fidelity bonding or crime coverage insurance for all persons handling funds received or disbursed under this Agreement in an amount equal to, or greater than the amount of the CITY grant. City shall be named as Loss Payee or other designation as applicable. c) Current liability insurance shall be in amount of not less than $2,000,000.00 General Aggregate, which shall include fire liability. CITY shall be named as Primary Additional Insured, and there shall be no exclusions in such policies to override the CITY coverage. d) PROVIDER shall provide the CITY with proof of Automobile Liability Coverage in an amount of not less than $300,000.00 for each driver, Bodily Injury and Property Damage combined, if PROVIDER is to be reimbursed for mileage by the CITY. e) The PROVIDER shall obtain Workers' Compensation and Employers' Liability coverage as per statutory requirements. Compliance with the foregoing requirements shall not relieve the PROVIDER of its liability and obligations under this section, or under any other section of this Agreement. 3.7 LEVEL OF SERVICE 9 Should start-up time for a program be required or any delays in Services occur, PARKS is to be notified in writing immediately, giving all pertinent details and indicating when Services shall begin, and/or continue. It is understood and agreed that the level of Services, activities, and expenditures by the PROVIDER, in existence prior to the initiation of Services hereunder, shall be continued and shall not be reduced in any way, as a result of this Agreement. Programs funded through this Agreement shall not result in the displacement of employed workers, impair existing contracts for other services, or result in the substitution of funds allocated under this Agreement, for other funds in connection with work, which would have been performed in the absence of this Agreement. 10 3.8 REPORTS, INSPECTIONS, MONITORING, AND EVALUATIONS At the request of CITY or the Department, PROVIDER shall transmit to CITY written statements of PROVIDER's official policy on specified issues relating to PROVIDER activities. The PROVIDER shall submit quarterly progress reports, schedules, and any other reports and documentation as the CITY or the Department deems necessary, and which will reflect the status of objectives and program activities accomplished thus far, in addition to budget changes and costs expended during the reporting period. PROVIDER shall ensure the cooperation of its employees and Board members in such efforts. The CITY and/or Department staff may conduct inspection and monitoring visits monthly, quarterly, or at random at anytime. Any inconsistent, incomplete, or inadequate information either received by the CITY or the Department, or obtained through inspection, monitoring and evaluation by the CITY or the Department shall constitute good cause for the CITY to terminate this Agreement at any time thereafter. ARTICLE IV 4.0 FUNDING 4.1 COMPENSATION, AUDIT, AND INSPECTION A. CITY shall pay PROVIDER, an amount not to exceed one hundred and fifteen thousand, four hundred and fifty-two dollars and no cents ($ 115,452.00) as the maximum compensation for the Services provided, including any and all expenses incurred during the term of this Agreement. Expenses shall be reimbursed provided they are properly documented and submitted with sufficient supporting details in accordance with Section 112.061, Florida Statutes, by receipts or invoices and made in accordance with the schedule set forth in the Budget, which is attached hereto and made a part hereof, as may be reasonably required by the City to allow proper audit of Provider's expenses, should the City or the Department require an audit to be performed. B. During the term hereof, and for a period of three (3) years following the date of the last payment made hereunder, the CITY and the Department shall have the right to review, cause to be reviewed, inspect, cause to be inspected, audit, and/or cause to be audited the information, expenses, time records, and related books, files, and records of PROVIDER, pertaining to the Services provided by Provider and/or payments by CITY. Provider agrees to maintain such information, expenses, time records, and related books, files, and records at a location within the City for a period of three (3) years after final payment is made under this Agreement. C. All payments shall be reimbursements for expenditures incurred only during the term of this Agreement, and in compliance with the previously approved Line -Item Budget. Such written request(s) shall contain a statement declaring and affirming that all expenditures were made in accordance with the approved budget. All documentation in support of such request shall be subject to approval by CITY at the time the request is made, and all invoices are required to be paid by PROVIDER prior to submission. All reimbursements must be in line -item form, and be in accord with this Agreement. All expenditures must be verified by original receipt or original invoice, with a copy of the check, which was issued to pay that specific receipt or invoice. Within sixty (60) days of receipt or invoice payment, copies of the canceled checks must be submitted. In the event that a receipt or an invoice is paid by various funding sources, a copy of the receipt or invoice may be submitted, but must indicate the exact amount paid by various funding sources equaling the total of the receipt or 12 invoice. No miscellaneous categories shall be accepted as a line -item in the Budget. Two (2) requests for line -item changes are allowable, with prior review and approval by the CITY. All line -item changes must be made on or before thirty (30) days prior to the end of the teiui of the Agreement. D. Requests for payment should be made on a monthly basis. Reimbursement requests should be submitted to the CITY within thirty (30) calendar days after the indebtedness has been incurred. Failure to comply may result in the rejection for repayment of those receipts and/or invoices within the reimbursement package, which do not meet this requirement. E. PROVIDER must submit the final request for payment to the CITY within thirty (30) calendar days following the expiration or termination date of this Agreement. If the PROVIDER fails to comply with this requirement, all rights to payment will be forfeited, and the CITY shall not honor any request submitted after the aforesaid period. F. Any payment due under this Agreement may be withheld, pending the receipt and approval by the CITY, of all reports due from the PROVIDER as part of this Agreement , and any modifications thereto. G. In order to fund the operations of the sports program, upon execution of this Agreement and with a written request from PROVIDER, CITY may advance one - twelfth (1/12th) of the appropriated funds to PROVIDER. The advance shall be repaid as follows: ten (10) equal monthly installments commencing the 15t day of the third month of this Agreement and continuing through the twelfth month of this Agreement. Funds shall not be advanced by the CITY if the PROVIDER is in default 13 under this Agreement or if Provider is in default under any other agreement or contract with the City or regarding any other obligation to or requirement of the City. 4.2 FINANCIAL ACCOUNTABILITY CITY reserves the right to audit the records of PROVIDER 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. PROVIDER agrees to provide all financial and other applicable records and documentation of Services to CITY. Any payment made shall be subject to reduction for amount included in the related invoice, which are found by CITY, on the basis of such audit, not to constitute allowable expenditures. Any payments made to PROVIDER are subject to reduction for overpayments on previously submitted receipts and/or invoices. 4.3 RECAPTURE OF FUNDS CITY shall reserve the right to recapture funds when the PROVIDER shall fail (i) to comply with the terms and conditions of this Agreement, (ii) to accept conditions imposed by CITY, at the direction of the federal, state, and local agencies, or (iii) to comply with the terms and conditions of any other agreement or contract with, obligation to, or requirement of the City. 4.4 RELOCATION, ACQUISITION AND DISPLACEMENT The PROVIDER agrees to comply with City of Miami Code, Ordinances and Resolutions, and City policies in relation to the acquisition and disposition of real property utilizing grant funds, to the provision of services in City parks, and to the displacement of persons, businesses, or non-profit organizations occurring as a direct result of any acquisition, or disposition of real property utilizing grant funds. 14 4.5 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds, and continued authorization for program activities and services, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. ARTICLE V 5.0 GENERAL REQUIREMENTS 5.1 INDEMNIFICATION PROVIDER 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 as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of PROVIDER or its employees, agents or subcontractors (collectively referred to as "PROVIDER"), regardless of whether, it is, or is alleged to be, caused in whole or in 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 PROVIDER to comply with any of the paragraphs herein or the failure of the PROVIDER 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. PROVIDER expressly agrees to indemnify, defend, and hold harmless the 15 Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of PROVIDER or any of its subcontractors, as provided above, for which the PROVIDER's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. PROVIDER further specifically agrees to indemnify, defend and hold harmless the Indemnities from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to PROVIDER performance hereunder, compliance with which is left by this Agreement to the PROVIDER, and (ii) any and all claims, liens and/or suits for labor and materials furnished by the PROVIDER or utilized in the performance of this contract or otherwise. Where not specifically prohibited by law, PROVIDER further specifically agrees to indemnify, defend and hold harmless the Indemnities from all claims and suits for any liability, including, but not limited to, injury, death, or damage to any person or property whatsoever, cause by, arising from, incident to, connected with or growing out of the performance or non-perfoiivance of this Agreement which is, or is alleged to be, caused in part (whether joint, concurrent or contributing) or in whole by any act, omission, default, or negligence (whether active or passive) of the Indemnities. The foregoing indemnity shall also include liability imposed by any doctrine of strict liability. The foregoing indemnity shall survive the teiiii of this Agreement. 5.2 AMENDMENTS No amendments, supplements or modifications to this Agreement shall be binding on either party, unless in writing, and signed by both parties. 5.3 OWNERSHIP OF DOCUMENTS 16 All documents developed by PROVIDER under this Agreement shall be delivered to CITY upon the completion of the Services required pursuant to this Agreement, and shall become the property of CITY, without restriction or limitation on its use. PROVIDER agrees that all documents maintained and generated pursuant to this relationship between CITY and PROVIDER, shall be subject to all Public Records Law, Chapter 119, Florida Statutes, and agrees to allow access to the City and the public to all documents subject to disclosure under applicable law. It is further understood by and between the parties that any document which is given by CITY to PROVIDER pursuant to this Agreement shall at all time remain the property of CITY and shall not be used by PROVIDER for any other purposes whatsoever, without the written consent of CITY. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement. 5.4 AWARD OF AGREEMENT PROVIDER warrants that it has not employed or retained any person employed by the CITY or the Department to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY or the Department any fee, commission percentage, brokerage fee, or gift of any kind, contingent upon or resulting from the award of this Agreement. 5.5 NON-DELEGABILITY The obligations undertaken by the PROVIDER pursuant to this Agreement shall not be delegated or assigned to any other person, or firm, in whole or in part, without CITY's prior written consent which may be granted or withheld in CITY's sole discretion. 5.6 CONSTRUCTION OF AGREEMENT 17 This Agreement shall be construed and enforced according to the laws of the State of Florida. 5.7 CONFLICT OF INTEREST The PROVIDER covenants that no person under its employ, who presently exercises any functions or responsibilities in connection with CDBG or other City -funded activities, has any personal financial interest, direct or indirect, in this Agreement. The PROVIDER further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of the PROVIDER or its employees, must be disclosed in writing to the CITY prior to the execution of this Agreement. PROVIDER is aware of the conflict of interest laws of the City of Miami (City of Miami Code, Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 201 1 -.1), and the State of Florida, and agrees that it shall fully comply in all respects, with the terms of said laws. 5.8 NO OBLIGATION TO RENEW Upon expiration of the teiui of this Agreement, PROVIDER agrees and understands that CITY has no obligation to renew this Agreement. 5.9 TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at any time prior to the completion of the Services required under this Agreement, without penalty to the CITY. In that event, the CITY shall give written notice of termination to PROVIDER, who shall be paid for those Services performed prior to the date of its receipt to the notice of termination. In no case, however, shall CITY pay PROVIDER an amount in excess of the total sum provided by this Agreement. It is hereby understood by, and between CITY and PROVIDER, that 18 any payment made in accordance with this Section to PROVIDER shall be made only if said PROVIDER is not in default under the terms of this Agreement. If PROVIDER is in default, then CITY shall in no way be obligated, and shall not pay to PROVIDER any sum whatsoever. 5.10 REMEDIES FOR NONCOMPLIANCE If PROVIDER materially fails to comply with any term of an award and/or an agreement, a contract, any requirement, or any other obligation of Provider to the City, the CITY may take one or more of the following courses of actions: (1) Temporarily withhold cash payments, pending correction of the deficiency by the PROVIDER, or more severe enforcement action by CITY. (2) Disallow (that is, deny both use of funds and matching credit for) all, or part of the cost of the activity or action not in compliance. (3) Wholly, or partly suspend or terminate the current award for the PROVIDER program. (4) Withhold further awards for the program. (5) Debar Provider from participating in other City contracts, services, awards or agreements. (6) Take other remedies that may be legally available. 5.11 GENERAL CONDITIONS A. 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 19 day on which personally served; or, if by mail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier. CITY OF MIAMI SUBRECIPIENT City Manager City of Miami 3500 Pan American Drive Miami, Florida 33132 Foundation of Community Assistance and Leadership, Inc. P.O. Box 370036 Miami, Florida 33137-0036 Attn: David Chiverton Executive Director With copies to: Director of Parks & Recreation City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130 City Attorney City of Miami 444 SW. 2nd Avenue, Suite 945 Miami, Florida 33130 B. Title and paragraph headings are for convenient reference, and are not a part of this Agreement. C. 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 control. D. 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 shall be effective unless made in writing. E. Should any provision, paragraph, sentence, word, or phrase 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 20 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 confoiiu with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. F. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue for any legal proceedings shall be Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. 5.12 INDEPENDENT CONTRACTOR PROVIDER, its employees, subcontractors, and agents shall be deemed to be independent contractors, and not agents or employees of the CITY or the Department, and shall not attain any rights, status, or benefits under the Civil Service or Pension Ordinances of the CITY, or any rights, status, or benefits generally afforded classified or unclassified employees, temporary or permanent by virtue of this Agreement. Further, Provider understands that Provider, its employees, subcontractors, and agents shall not be deemed entitled to any of the Florida Worker's Compensation benefits available to employees of the City. In the event of termination of this Agreement for any reason, with or without cause, neither Provider nor its employees, subcontractors, nor agents shall have any recourse to any City of Miami Grievance or Disciplinary Procedures. Provider acknowledges that access to and use of City property does not alter is the status of 21 Provider, its employees, subcontractors or agents as independent contractors. Provider further acknowledges that working with the City and/or the Department to provide the necessary scheduling for the Services does not alter the status of Provider, its employees, subcontractors or agents as independent contractors. 5.13 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. ARTICLE VI 6.0 PROVIDER CERTIFICATIONS PROVIDER certifies that: it possesses the legal authority to enter into this Agreement by way of a resolution, motion, or similar action that has been duly adopted or passed, as an official act of PROVIDER's governing body, including all understandings and assurances contained herein, and directing and authorizing the person(s) identified as the official representative(s) of the PROVIDER, to act in connection with the Agreement, and to provide such additional information as may be required from time to time by the City and/or the Department. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the respective officials thereunto duly authorized on the first date above written. CITY OF MIAMI, a Florida ATTEST: Municipal Corporation PRISCILLA A. THOMPSON PEDRO G. HERNANDEZ CITY CLERK CITY MANAGER Date: Date: 22 APPROVED AS TO APPROVED AS TO INSURANCE REQUIREMENTS: FORM AND CORRECTNESS: RISK MANAGEMENT ADMINISTRATOR JULIE O. BRU CITY ATTORNEY Date: Date: ATTEST (CORPORATE SEAL): AGENCY NAME: FOUNDATION OF COMMUNITY ASSISTANCE AND LEADERSHIP, INC., A Florida not -for -profit corporation CORPORATE SECRETARY PRESIDENT Print Name: Print Name: Date: Date: 23 NOT -FOR -PROFIT CORPORATION RESOLUTION WHEREAS, the Board of Directors of FOUNDATION OF COMMUNITY ASSISTANCE AND LEADERSHIP, INC., (FOCAL), a Florida not -for -profit organization, desires to enter into a Parks and Recreation Services Agreement with the City of Miami for a term beginning October 1, 2008 and ending September 30, 2009 (the "Agreement"); and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the by-laws of the corporations; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the President and the Secretary are hereby authorized and instructed to enter into the Agreement in the name and on behalf of this not -for -profit corporation with the City of Miami upon terms contained in the proposed Agreement to which this resolution is attached and the President, the Secretary, the Executive Director and the Program Officer of Foundation of Community Assistance and Leadership, Inc. (FOCAL) are hereby authorized to undertake all actions necessary to fulfill the terms, conditions and obligations of the Agreement. DATED this day of , 200_. ATTEST(SEAL) CORPORATE SECRETARY Print Name: PRESIDENT Print Name: 24 Attachment I Work Program 25 Attachment II Program Line Item Budget Expenditures/Schedule 26