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HomeMy WebLinkAboutExhibitGRANT AGREEMENT This Grant Agreement ("Agreement") is made this day of 2006, by and between the City of Miami, a municipal corporation of the State of Florida ("CITY") and Fundacion Pro Integracion Dominicana, Inc., a not -for -profit corporation ("BENEFACTOR") RECITAL A. WHEREAS, Juan Pablo Duarte Park has been an integral part of the Dominican Community in the Allapattah neighborhood and is used for festivals and as a focal meeting point; and B. WHEREAS, the pavilion at Juan Pablo Duarte Park, located at the northeast comer of Juan Pablo Duarte Park, contains several head bust and other commemorative brass plates in honor of Juan Pablo Duarte and other Dominican leaders; and C. WHEREAS, the BENEFACTOR has indicated an interest in making a grant of commemorative brass plates and/or head busts in honor of community leaders who have contributed to the cultural and economic development of the Dominican community in Miami and fund its installation and maintenance. NOW, THEREFORE, the parties hereto covenant and agree as follows: TERMS 1. GRANT. The BENEFACTOR agrees to make a grant of commemorative brass plates and/or head busts in honor of community leaders who have contributed to the cultural and economic development of the Dominican community in Miami ("GRANT") to be installed in the plaza in front of the existing pavilion located in the northeast comer of Juan Pablo Duarte Park ("AREA") as more particularly described in Attachment "A" attached hereto and made part hereof. 2. FUNDS. The BENEFACTOR agrees to fund the installation and provide for the maintenance of the GRANT as more particularly described in Attachment `B" attached hereto and made part hereof. The BENEFACTOR shall be solely responsible for any and all costs associated with the installation and maintenance of the GRANT. 3. USE OF AREA. The CITY agrees to provide the BENEFACTOR limited use of the AREA, during normal Area hours of operation, for the installation and maintenance of the GRANT. The CITY reserves the right to deny BENEFACTOR to the Area for reasonable cause. Additionally, the BENEFACTOR shall submit the names of the individuals to be honored for approval by the CITY prior to the creation of commemorative brass plates and/or head busts for display in the Area. 4. TERM. The term of this Agreement shall commence on the date it is fully executed by all parties and shall end on the date on which all of the obligations, rights and responsibilities of the parties shall terminate, as herein provided. 5. REMEDIES FOR NON-COMPLIANCE. If the BENEFACTOR materially fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained herein, then the CITY shall have the right to take one or more of the following actions: (a) Deny BENEFACTOR use of the AREA, or (b) Terminate this Agreement, or (b) Take other remedies that may be legally advisable. 6. TERMINATION FOR CONVENIENCE. CITY may terminate this Agreement by notice to the BENEFACTOR at any time in its sole discretion. 7. CONFLICT OF INTEREST. BENEFACTOR has received copies of, and is 2 familiar with the following provisions regarding conflict of interest in the performance of this Agreement by the BENEFACTOR. BENEFACTOR covenants, represents and warrants that it will comply with all such conflict of interest provisions: S. INDEMNIFICATION. BENEFACTOR shall indemnify and save harmless the CITY, its agents, officers, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise out of the BENEFACTOR's performance under this Agreement, including all acts or omissions to act on the part of the BENEFACTOR and any of its contractors/subcontractors, employees, agents and any person acting for or on their behalf; and from and against any and all costs, attorney's fees, expenses and liability in relation to any orders, judgments or decrees which may be entered against the CITY; and all costs, expenses and liabilities incurred by the CITY in connection with the defense of any such claims or in the investigation thereof. 9. AMENDMENTS. No amendments to this Agreement shall be binding on either party, unless in writing and signed by both parties. 10. OWNERSHIP OF DOCUMENTS. All documents developed by the BENEFACTOR or at its request pursuant to this Agreement shall be delivered to the CITY upon completion of the work contemplated by this Agreement, and shall become the property of the CITY, without restriction or limitation on its use. BENEFACTOR 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 between the parties that any documents which is given by the CITY to the BENEFACTOR pursuant to this Agreement shall at all times remain the property of the CITY, and shall not be used by the BENEFACTOR for any other purposes 3 whatsoever, without the written consent of the CITY. 11. NON-DELEGATABILITY. The obligations of the BENEFACTOR under this Agreement shall not be delegated or assigned to any other party without the CITY's prior written consent which may be withheld by the CITY, in its sole discretion. 12. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according with all applicable laws, ordinances and codes of federal, state, and local governments. 13. TERMINATION OF CONTRACT. CITY retains the right to terminate this Agreement at any time without penalty to the CITY. 14. 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 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 after being posted, or the date of actual receipt, whichever is earlier. CITY OF MIAMI FUNDACION PARKS AND RECREATION PRO INTEGRACION DEPARTMENT DOMINICANA, INC. 444 S.W. 2Nn AVENUE MIAMI, FL 33130 (b) Title and paragraph readings 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 4- conditions contained in any attached documents, the terms of this Agreement shall rule. (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, then such supervision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that 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. 15. INDEPENDENT CONTRACTOR. BENEFACTOR, its contractors, subcontractors, 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, they shall not be deemed entitled to the Florida Workers' Compensation benefits as employees of the CITY. 16. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 17. ENTIRE AGREEMENT. This instrument and its attachments constitute the sole and only agreement of the parties hereto relating to said GRANT and correctly set forth the rights, duties, and obligations promises, negotiations, or representations not expressly set forth in the Agreement are of no force or effect. 5 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized on the first date above written. CITY OF MIAMI, a municipal corporation of the State of Florida ATTEST: BY: PRISCILLA A. THOMPSON, CITY CLERK JOE ARRIOLA CITY MANAGER ATTEST: FUNDACION PRO INTEGRACION DOMINICANA, INC. a not -for profit corporation BY: CORPORATE SECRETARY PRESIDENT APPROVED AS TO INSURANCE REQUIREMENTS: (AFFIX SEAL) APPROVED AS TO FORM AND CORRECTNESS: DANIA CARRILLO JORGE L. FERNANDEZ RISK MANAGEMENT ADMINISTRATOR CITY ATTORNEY 6 CORPORATE RESOLUTION WHEREAS, Fundacion Pro Integracion Dominicana, Inc. desires to enter into an agreement with the City of Miami; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon terms contained in the proposed contract to which this resolution is attached. DATED this day of , 2006. CORPORATE SECRETARY PRESIDENT (CORPORATE SEAL) 7