HomeMy WebLinkAboutExhibit 1ra#t Ag eement
AGREEMENT BETWEEN THE CITY OF MIAMI AND
MIAMI RIVER FUND, INC., THE FINANCIAL AGENCY FOR
THE MIAMI RIVER COMMISSION
This Agreement (the "Agreement") entered this day of ; 2013, (but
effective as of October 1, 2013 being the "Effective Date") 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 (011e Lively as "GRANTEE").
RECITAL
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WHEREAS, on
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,(tl
, 2013, the City Commission adopted
Crty's 'Audi iiitli esoluf oreo authorizing the City
Manager to execute an agreement under the terms and conditions set for below with the
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GRANTEE to provide educational programs related to the Miami River for a three (3)
year term for the period of October 1, 2013 and ending on September 30, 2016, allocating
funds in an annual amount not to exceed $30,000 from the CITY's StormW, aterUtl y
F, nds in order to fund the CITY's share in support of the GRANTEE, for a total contract
amount not to exceed $90,000; a d
WHERE
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NOW, THEREFORE, in consder afioncof t he;foregoungarecitals the CITY and
GRANTEE do mutually agree as follows:
1. TERM
The term of this Agreement shall cover three (3) fiscal years (FY 2013-2014, FY 2014-
2015 and FY 2015-2016) effective as of October 1, 2013 and ending on September 30,
2016, unless terminated sooner as provided herein below.
2. CITY AUTHORIZATION
For the purpose of this Agreement, the City of Miami Department of Public Works
(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 Manager and the City Attorney, except as otherwise provided by this Agreement.
3. GRANTEE AGREES
a. GRANTEE shall use the annual grant of $30,000 received from CITY to
offset operational costs incurred during the term of this Agreement for
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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 year
2013-2014, 2014-2015, 2015-2016 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, $30,000 for each fiscal
year identified in Paragraph 1 hereof, for a total not to exceed $90,000
throughout the term of this Agreement.
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
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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
October 1, 2013 under 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.
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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.
6. 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 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.
GRANTEE
Miami River Fund, Inc.
Works
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CITY OF MIAMI
Director of Public
5
c/o Robert King High
Floor
1407 NW 7TH Street, Suite D
Miami, FL 33125
10th Floor
Attomey
Floor
444 SW 2 Avenue, 8th
Miami, FL 33130
CITY OF MIAMI
City Manager
444 SW 2 Avenue,
Miami, FL 33130
CITY OF MIAMI
Office of the City
444 SW 2 Avenue, 9th
Miami, FL 33130
b. Titles and paragraph headings are for convenience 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 teens 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
remaining terms and provisions of this Agreement shall remain
unmodified and in full force and effect.
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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. Venue in any proceeding between the parties shall be
in Miami -Dade County, Florida. Each party shall bear its own attomey'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 the right to a jury trial.
10. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the parties herein, their heirs,
executors, legal representatives, successors and assigns.
11. MONITORING, INSPECTION AND AUDIT RIGHTS
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a. CITY reserves the right to monitor, inspect and 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.
b. CITY shall audit all GRANTEES receiving $15,000 to $30,000.
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 and its elected officials,
officers, employees, representatives and agents (collectively the
"Indemnitees") 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.
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GRANTEE's obligations to indemnify, defend and hold harmless the
Indemnitees shall survive the termination of this Agreement.
GRANTEE understands and agrees that any and all liabilities regarding
the use of any subcontractor for services related to this Agreement shall be
born solely by GRANTEE throughout the duration of this Agreement and
that this provision shall survive the termination of this Agreement.
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.
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
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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
GRANTEE agrees that it shall not discriminate as to race, sex, color,
religion, age, marital status, national origin, disability or sexual orientation
in connection with its performance under this Agreement. GRANTEE
further convenants that no otherwise qualified individual shall, solely by
reason of his/her race, sex color, religion, age, marital status, national
origin, disability, or sexual orientation, be excluded from participation in,
be denied services, or be subject to discrimination under any provision of
this Agreement.
17. 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
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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.
18. 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.
19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
All parties to this Agreement shall comply with all applicable laws,
ordinances and codes of federal, state and local government. GRANTEE
further agrees to include in all of GRANTEE's agreements with
subcontractors for any services related to this Agreement this provision
requiring subcontractors to comply with an observe all applicable federal,
state, and local laws, rules, regulations, codes and ordinances, as they may
be amended from time to time.
20. BONDING AND INSURANCE
a. During the term of this Agreement, GRANTEE shall maintain insurance
coverages in amounts as determined by the CITY and as set forth in
Attachment "C" hereto and made a part hereof.
b. GRANTEE shall provide protection to the CITY to the extent of the
indemnification, pursuant to Section 12 hereof.
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c. GRANTEE shall correct any insurance certificates as requested by the
City's Risk Management Director. All such insurance, including renewals,
shall be subject to the approval of the City for adequacy of protection and
evidence of such coverage(s) and shall furnished to the City's Risk
Management Director that it will not be canceled, modified, or changed
during the performance of the services under this Agreement without
thirty (30) calendar days prior written notice to the City's Risk
Management Director. Completed Certificates of Insurance shall be filed
with the City prior to the performance of Services hereunder, provided,
however, that GRANTEE shall at any time upon request file duplicate
copies of the policies of such insurance with the City.
d. GRANTEE understands and agrees that any and all liabilities regarding
the use of any of GRANTEE's employees or any of GRANTEE's
subcontractors for services related to this Agreement shall be borne solely
by GRANTEE. throughout the teen of this Agreement and that this
provision shall survive the termination of this agreement. GRANTEE
further understands and agrees that insurance for each employee of
GRANTEE and each subcontractor providing services related to this
Agreement shall be maintained in good standing and approved by the
City's Risk Management Director for the duration of this Agreement.
e. GRANTEE shall be responsible for assuring that the insurance certificates
required under this Agreement remain in full force and effect for the
duration of this Agreement, including any extension hereof. If insurance
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certificates are scheduled to expire during the term of this Agreement and
any extension hereof, GRANTEE shall be responsible for submitting new
or renewed insurance certificates to the City's Risk Management Director
at a minimum of ten (10) calendar days in advance of such expiration. In
the event that expired certificates are not replaced, with new or renewed
certificates which cover the term of this Agreement and any extension
thereof.
(i) the City shall suspend this Agreement until such time as the
new or renewed certificate(s) are received in acceptable form
by the city's Risk Management Director; or
(ii) the City may, at its sole discretion, terminate the Agreement for
cause and sick re -procurement damages from GRANTEE in
conjunction with the violation of the terms and conditions of
this Agreement.
f. Compliance with the foregoing requirements shall not relieve GRANTEE
of its liabilities and obligations under this Agreement.
21. 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.
22. ASSURANCES AND CERTIFICATIONS
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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.
c. Expenditures of CITY funds shall be properly documented and such
documentation shall be maintained for at least three (3) years after the
termination of this Agreement.
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.
GRANTEE possesses 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
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representative of GRANTEE to act in connection with GRANTEE and to
provide such additional information as may be required.
23. AMENDMENTS
No amendments to this Agreement shall be binding on either party unless
in writing and signed by both parties.
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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.
ATTEST: GRANTEE:
BY:
Witness President
Miami River Fund, Inc.
Witness
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
I HEREBY CERTIFY that on this day of , 2013, personally
appeared before me, an officer duly authorized to administer oaths and take
acknowledgements, , as President of MIAMI RIVER
FUND, INC., a Florida Corporation.
He/She is personally known to me or has produced as
identification.
FLORIDA
NOTARY PUBLIC STATE OF
Print Name:
Commission No.:
Commission Expires:
ATTEST: CITY OF MIAMI, a municipal
corporation
of the State of Florida
Todd Hannon BY:
City Clerk Johnny Martinez, City Manager
APPROVED AS TO FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
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Julie O. Bru
City Attorney
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Calvin Ellis, Director
Risk Management
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ATTACHMENT "B"
CORPORATE RESOLUTION
WHEREAS, MIAMI RIVER FUND, INC., (the financing agency of the
Miami River Commission) 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,
is hereby authorized and instructed to enter into a contract in the name and
on behalf of this corporation with the City of Miami upon the terms contained in the
proposed agreement to which this resolution is attached.
DATED this day of , 2013.
Chairperson of the Board of Directors
Corporate Secretary
(Affix Corporate Seal)
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