1TilE CITY or PLEAS,\NT LlVINC
To:
FROM:
DATE:
SUBJECT:
Background:
VENDOR:
AMOUNT:
ACCOUNT:
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
The Honorable Mayor & Members of the City Commission
Steven Alexander, City Manager
February 3, 2015 Agenda Item No.:L
A Resolution pursuant to Ordinance No. 23-1 1-2096, authorizing Mr.
Richard Cahlin to use the South Miami City logo on bicycle clothing to be
sold on a not for-profit basis and to pay a portion of the net proceed to
the City.
Mr. Cahlin is the Chairman of the Bicycle Action Committee (BAC), a
non profit entity. The Mayor and City Commission authorizes the City
Manager to enter into a licensing agreement with Mr. Cahlin; for the use
of the City's logo, according to Ordinance No. 23-1 1-2096 adopted
August 16, 20 I I. Mr. Cahlin (BAC) will use the South Miami City logo
on bicycle clothing to be sold on a for-profit basis.
N/A
N/A
N/A
ATTACHMENTS: Resolution for approval.
Agreement for use of City Name and Logo
Ordinance No. 23-1 1-2096
1
2
3
4
5
6
7
8
9
10
11
12
l3
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
entity;
RESOLUTION NO: _____ _
A Resolution pursuant to Ordinance No. 23-1 1-2096, authorizing Mr. Richar Cahlin
to use the South Miami City logo on bicycle clothing to be sold on a not for-profit
basis and to pay a portion of the net proceed to the City.
WHEREAS, Mr. Richard Cahlin, Chairman of the Bicycle Action Committee (BAC) is a nonprofit
WHEREAS, BAC intends to donate all surplus from the sale of the clothing to a charity of the
City's choosing.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF
SOUTH MIAMI, FLORIDA, THAT:
Section 1. The Mayor and City Commission hereby authorizes the City Manager to enter
into a licensing agreement with Richard A. Cahlin, Chairman of The Bicycle Action Committee (BAC) for
the use of the City's logo, according to Ordinance No. 23-11-2096 adopted August 16, 2011, and in
accordance with the intent set forth in the above recitals for a period of two years.
Section 2. Mr. Cahlin must complete an application, provide an indemnification/hold
harmless agreement, and proof of insurance naming the City of South Miami as an additional named
insured in amounts and types required by the City Manager, not to exceed those required for a special
event.
Section 3. This resolution shall take effect immediately upon adoption.
Section 4. Severability. If any section, clause, sentence, or phrase of this resolution is for any
reason held invalid or unconstitutional by a court of competent jurisdiction, this holding shall not affect
the validity of the remaining portions of this resolution.
Section S. Effective Date: This resolution shall take effect immediately upon enactment.
PASSED AND ADOPTED this _ day of ____ , 2015.
ATTEST: APPROVED:
CITY CLERK
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND EXECUTION
EXECUTION THEREOF
CITY ATTORNEY
Page 1 of 1
MAYOR
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Harris:
Commissioner Liebman:
Commissioner Welsh:
Commissioner Edmond:
AGREEMENT FOR USE OF CITY NAME AND LOGO
THIS AGREEMENT, made and entered into on this 1:1 day of December, 2014, by and
between the City of South Miami, Miami-Dade County, Florida, party of the first part (hereinafter
called "CITY"), and Richard A. Cahlin, located at I PRJ, AI,Qll/4A l ;,(; Miami, Florida
33 ~ Miami-Dade County, Florida, party ofthe second part (hereinafter called "Contractor");
fvl'lE 1111717
RECITALS:
The CITY desires to engage the Contractor to perform certain services as specifically
described herein and the Contractor desires to provide such services for the City of South Miami.
In consideration of the mutual covenants set forth in this Agreement, the
parties agree as follows:
1. Scope of Services The following outlines the arrangement between the
CITY and the Contractor for fund-raising for the CITY's bicycle initiatives:
• The CITY will allow the non-exclusive use of the CITY name and logo to
be used on jersey and shorts ("kits") to be manufactured locally by
V e L.fl ~ e ("Mfg").
• All proceeds raised in excess of the amount needed to produce the kits will
be donated to the CITY and to the Bike Action Committee in equal shares.
• Contractor shall provide CITY with a monthly detailed list of monies raised from the
sale of the jerseys as well as a detailed list of all of the disbursements involved in the
matter.
• Bicycle Action Committee is certified as a 501(c)(3) organization under the internal
revenue service code and Bicycle Action Committee shall be the fiscal agent for these
sales.
• All the proceeds shall be split equally between the Bicycle Action Committee and
CITY.
• Based on the initial set of clothing manufactured, Contractor anticipates raising
sufficient funds so that approximately $1,000 will be paid to the City of South Miami
from sales.
• CONTRCTOR shall have the limited, non-exclusive right to use of the city's name and
logo for imprinting on the bicycle jerseys solely during the term of this agreement.
2. Compensation _There are no fees or costs to be paid by the CITY to the Contractor for
the specified services. Contractor shall pay all profits as set forth above. All proceeds due to the
CITY shall be delivered to the Finance Director for CITY at City Hall in South Miami, Florida.
3. Term The term of this Agreement shall commence on the date of this Agreement and
continue for a period of '1w ~. r ~ A;t..f .
4. Assignment This Agreement shall not be assignable by the Contractor.
s. Prohibition Against Contingent Fees The Contractor, warrants that he has not
employed or retained any company or person, other than a bona fide employee working solely for
the Contractor, to solicit or secure this Agreement, and that he has not paid or agreed to pay any
person(s), company, corporation, individual or firm, other than a bona fide employee working
solely for the Contractor any fee, commission, percentage, gift, or any other consideration,
continent upon or resulting from the award or making of this Agreement unless approved by the
Manager of the CITY.
6. Termination This Agreement may be terminated by either party upon 30 days written
notice with or without cause. If this Agreement is terminated, the Contractor shall immediately
cease using the CITY name and logo, shall provide written notice to his vendors or
subcontractors that the CITY name and logo may no longer be used and shall, contemporaneously
provide CITY with a copy of the notice.
7. Nonexclusive Agreement The services to be provided by the Contractor pursuant to
this Agreement shall be nonexclusive and nothing herein shall preclude the CITY engaging other
persons or firms to perform the same or similar services for the benefit of the CITY within the
CITY'S sole and absolute discretion.
s. Entire Agreement This agreement, together with all pertinent documentation shall
constitute the entire agreement which may only be amended, modified or extended upon written
agreement between the parties.
9. Warranties Of Contractor Contractor and any companies working with him as sub-
contractors, hereby warrants and represents that at all times during the term of this Agreement he
shall maintain in good standing all required licenses, certifications and permits required under
Federal, State and local laws necessary to perform the specified services.
10. Notices: Any notice, demand, offer or other written instrument required or
permitted to be given, made or sent (hereinafter referred to as "Notice") shall be in writing,
signed by the party giving or making it and shall be sent by facsimile transmission, e-mail, courier,
Federal Express, and any other means that provides for proof of delivery. The Notice shall be
sent to the facsimile telephone number, e-mail address, street address or post office box as set
forth herein below and hereinafter referred to as a "Party's Address" for the purposes of this
paragraph. Refusal to accept delivery or failure to pick-up a Notice within ten (10) after the first
notification by the delivery service is sent ("First Notification"), shall be construed as receipt of
same. Any Notice given or sent to the estate of any deceased person shall be signed and sent in
a like manner, addressed to the personal representative of the deceased person at the personal
representative's address, or, if there is no personal representative of the estate, then it shall be
sent to the decedent Party's Address. The parties shall have the right to change the place to
which the Notice shall be sent to them by giving Notice as required for all other Notices and
sent to all of the parties to this Agreement. The date of delivery of the Notice, the date of
refusal to accept delivery or the date following 10 days from the date of First Notification shall
be deemed to be the date of the offer, demand, notice or other writing for the purpose of
enforcing this agreement and it shall be effective from that date.
To the CITY:
City Manager
6130 Sunset Drive
South Miami, Fl. 33143-5093
City Clerk
6130 Sunset Drive
South Miami, Fl. 33143-5093
City Attorney
6130 Sunset Drive
South Miami, Fl. 33143-5093
To the Contractor:
Name
Title
StreetlA venue
City; State, Zip Code
All notices shall be deemed to be delivered upon receipt or refusal of receipt. .It is the
obligation of each party who changes its address to keep all other parties to this agreement
apprised of each change of address. No party shall be required to send a notice to an address
for which mail has been returned undeliverable. All notices and other communications under
this Agreement shall be in writing. All written notices and communications shall be sent by
registered or certified mail, postage prepaid, return receipt requested, or by reputable overnight
courier, freight prepaid, delivered by hand or by electronic means (including e-mail or facsimile
trasnsmission) provided that the means of delivery in every case must include written or printed
evidence of the delivery in order for the delivery to be valid for the purpose of enforcing this
agreement.
11.Licenses and Certifications: Contractor shall secure all necessary business and
professional licenses at its sole expense prior to executing the Agreement or commencing the
Work.
12. Taxes: Contractor shall be responsible for all payments of federal, state, and/or local
taxes related to the Operations, inclusive of sales tax if applicable.
13.Independent Contractor: Contractor is an independent entity under this Agreement and
nothing herein shall be construed to create a partnership, joint venture, or agency relationship
between the parties.
14.Entire Agreement. Modification, And Binding Effect: This Agreement constitutes the
entire agreement of the parties, incorporates all the understandings of the parties and supersedes
any prior agreements, understandings, representation or negotiation, written or oral. This
Agreement may not be modified or amended except in writing, signed by both parties hereto.
This Agreement shall be binding upon and inure to the benefit of the City and Contractor and to
their respective heirs, successors and assigns. No modification or amendment of any terms or
provisions of this agreement shall be valid or binding unless it complies with this paragraph. This
agreement, in general, and this paragraph, in particular, shall not be modified or amended by acts
or omissions of the parties.
15.Non-Waiver: City and Contractor agree that no failure to exercise and no delay in
exercising any right, power or privilege under this Agreement on the part of either party shall
operate as a waiver of any right, power, or privilege under this Agreement. No waiver of this
Agreement, in whole or part, including the provisions of this paragraph, may be implied by any
act or omission and will only be valid and enforceable if in writing and duly executed by each of
the parties to this agreement. Any waiver of any term, condition or provision of this Agreement
will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of
any breach of any term, condition or provision constitute a waiver of any subsequent or
succeeding breach. The failure to enforce this agreement as to any particular breach or default
shall not act as a waiver of any subsequent breach or default. . No delay or omission to exercise
any right or power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised from time to
time as often as may be deemed expedient.
16.Rules of Interpretation: Throughout this agreement the male pronoun may be
substituted for female and neuter and the singular words substituted for plural and plural words
substituted for singular wherever applicable. The parties to this agreement have had an
opportunity to seek legal counsel and to draft this agreement in a manner to avoid any ambiguity.
The parties also acknowledge that all terms of this Agreement were negotiated at ann's length
and that this Agreement and all documents executed in connection herewith were prepared and
executed without undue influence exerted by any party or on any party. Further, this Agreement
was drafted jointly by all parties, and no party is entitled to the benefit of any rules of
construction with respect to the interpretation of any terms, conditions or provisions of this
Agreement in favor of or against any person or party who drafted this Agreement.
17.Cumulative Remedies: The duties and obligations imposed by the contract
documents, if any, and the rights and remedies available hereunder, and, in particular but without
limitation, the warranties, guarantees and obligations imposed upon Contractor by the Contract
Documents and the rights and remedies available to the City hereunder, shall be in addition to,
and shall not be construed in any way as a limitation of, any rights and remedies available at law
or in equity, by special guarantee or by other provisions of the Contract Documents. In order to
entitle any party to exercise any remedy reserved to it in this Agreement, or existing in law or in
equity, it shall not be necessary to give notice, other than such notice as maybe herein expressly
required. No remedy conferred upon or reserved to any party hereto, or existing at law or in
equity, shall be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or hereafter existing at law or in equity or by statute
18. Waiver Jury Trial: City and Contractor knowingly, irrevocably voluntarily and
intentionally waive any right either may have to a trial by jury in State or Federal Court
proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the
Contract Documents or the performance of the Work thereunder.
19. Indemnification: The Contractor accepts and voluntarily incurs all risks of any
injuries, damages, or harm which might arise during the work or event that is occurring on the
CITY's property due to the negligence or other fault of the Contractor or anyone acting through or
on behalf of the Contractor. The Contractor shall indemnify, defend, save and hold CITY, its
officers, affiliates, employees, successors and assigns, harmless from any and all damages,
claims, liability, losses, claims, demands, suits, fines, judgments or cost and expenses, including
reasonable attorney's fees, paralegal fees and investigative costs incidental there to and incurred
prior to, during or following any litigation, mediation, arbitration and at all appellate levels,
which may be suffered by, or accrued against, charged to or recoverable from the City of South
Miami, its officers, affiliates, employees, successors and assigns, by reason of any causes of
actions or claim of any kind or nature, including claims for injury to, or death of any person or
persons and for the loss or damage to any property arising out of a negligent error, omission,
misconduct, or any gross negligence, intentional act or harmful conduct of the Contractor, its
contractor/subcontractor or any of their officers, directors, agents, representatives, employees, or
assigns, or anyone acting through or on behalf of any of them, arising out of this Agreement,
incident to it, or resulting from the performance or non-performance of the Contractor's
obligations under this AGREEMENT. The Contractor shall pay all claims, losses and expenses
of any kind or nature whatsoever, in connection therewith, including the expense or loss of the
CITY and/or its affected officers, affiliates, employees, successors and assigns, including their
attorney's fees, in the defense of any action in law or equity brought against them and arising
from the negligent error, omission, or act of the Contractor, its Sub-Contractor or any of their
agents, representatives, employees, or assigns, and/or arising out of, or incident to, this
Agreement, or incident to or resulting from the performance or non-performance of the
Contractor's obligations under this AGREEMENT. The Contractor agrees and recognizes that
neither the CITY nor its officers, affiliates, employees, successors and assigns shall be held liable
or responsible for any claims, including the costs and expenses of defending such claims which
may result from or arise out of actions or omissions of the Contractor, its contractor/subcontractor
or any of their agents, representatives, employees, or assigns, or anyone acting through or on
behalf of the them, and arising out of or concerning the work or event that is occurring on the
CITY's property. In reviewing, approving or rejecting any submissions or acts of the Contractor,
CITY in no way assumes or shares responsibility or liability for the acts or omissions of the
Contractor, its contractor/subcontractor or any of their agents, representatives, employees, or
assigns, or anyone acting through or on behalf of them. The Contractor has the duty to provide a
defense with an attorney or law firm approved by the City of South Miami, which approval will
not be unreasonably withheld.
20. Severability: If any ternl or provision of this Agreement or the application thereof to
any person or circumstance shall, to any extent, be illegal, invalid, against public policy or
otherwise unenforceable, the remainder of this Agreement, or the application of such term or
provision to persons or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby and each term and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
21.Governing Laws and Venue: This Agreement and the performance of services
hereunder will be governed by the laws of the State of Florida, with exclusive venue for the
resolution of any dispute being a court of competent jurisdiction in Miami-Dade County, Florida.
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this
Agreement upon the terms and conditions above stated on or prior to the day and year first above
written. ~?( ~
Witnessed:
By: ________ ~~ __ ~~~~~--~~.
Print name: --------~------------~----[name of signatory]
ATTESTED:
8y: ________________ _
Maria Menendez
City Clerk
Read and Approved as to Form, Language,
Legality and Execution Thereof:
By: ------------------------City Attorney
STATE OF FLORIDA
1.. A C,4//('o/ J<1{~1cy~/t' ,,;?.rtd~ ~t!~;o//I.f//,t'~{
[lnqiviQcial,8~,~,~.n~ity~~pa:illil
COUNTY OF MIAMI-DADE, FLORIDA '1a
Sworn to (or affirmed) and subscribcd before mc this _""_ I day of Dec. ,201.
Personally Known .L or Produced ldenti/lcation
Type of Idcnti/lcation Produced ____________________ _
Garcia. Maria
From: Pepe, Thomas F.
Sent:
To:
Friday, January 02,20154:05 PM
Garcia, Maria
Subject: RE: Emailing: Bicycle Action Committee Agreement for use of City Name and Logo
I approved of the agreement but unless the ordinance was amended to obviate the need for
commission approval, it appears that the manager needs approval since this agreement will
generate income to the city. See the pertinent provision of the ordinance below.
(2) License for use. Nothing in this article shall restrict the city manager from entering
into a licensing agreement with any person or
logos or official seal for any purpose and
.. is in writing and si
from time to time
the use of the city's name, logos or official seal.
Very truly yours,
Thomas F. Pepe
City Attorney
City of South Miami
1450 Madruga Avenue, Ste 202,
Coral Gables, Florida 33146
Tel: (305) 667-2564
Fax: (305) 341-0584
E-mail: tpepe@southmiamit1.gov
ATTENTION: This e-mail may contains PRIVILEGED AND CONFIDENTIAL
INFORMATION intended only for the use of the addressee named above. If you are not the
intended receiver, you are hereby notified that any dissemination of this communication is
strictly prohibited. If you have received this e-mail in error, please immediately notify us by
telephone, call collect if outside of your area code and delete this e-mail. We will reimburse you
for the cost of your long distance call. Thank you. Please also note: All e-mails to and from this
e-mail site are kept as a public record. Your e-mail communications, including your e-mail
address may be disclosed to the public and media at any time pursuant to Florida Statutes, ch.
119.
-----Original Message-----
From: Garcia, Maria
Sent: Wednesday, December 31,2014 10:41 AM
1
ORDINANCE NO. _2_3_-_11_-_2_0_96_
An Ordinance amending Chapter 13, License, creating Article II, Section 13~
31 titled "Use of City's Name" and re~tricting the expressed or implied use of
the City of South Miami or its name by anyone for any purpose.
WHEREAS~ organizations have used the name "City of South Miami" to promote
themselves or their causes and/or to obtain money through grants and other financial vehicles;
and .
WHEREAS, organizations have used the name "City of South Miami" in a manner that
wrongfully implies that the City is a partner of or is associated with these organization; and
. WHEREAS, the City desires to control the use of itt; name "City of South Miami" and
the logo and Official Seal of the City;
NOW THEREFORE BE IT ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH l\1IAMI, FLORIDA THAT;
Section 1. Article II. Section 13-31 "Use of City's Name, Logo and Seal" is hereby
adEle4 created as follows:
Sec. 13-31. Restrictions on Use of the Name '~City of South Miami" and City~s
Official Seal and logo. All persons are hereby prohibited from using the name, logo of'the
Official Seal of the City of South Miami, whether directly or indirectly, expressly or impliedly,
for any purpose, without the prior written consent offhe City.
!ru Definitions.
As used in this ordinance, the word "person" is intended to and shall mean and
include any and all persons, whether natural or corporate> and aU other legal entities,
whether singular or plural;
As used in this ordinance; the word "organization" is intended to and shall mean
and include all fonnal and informal groups, associations, and. aggregates of persons,
groups and/or associations which are not themselves legal entities, whether singular or
p~uraL
As used in this ordinance, the word "use" is intended to and shall mean the
express or implied appropriation and publication, whether orally or in writing, printed or
in electronic media or in any other means of communication~ of the phase "City of South
Miami" or a depiction of the Official Seal or logo of the City, in a way that expressly or
impliedly creates the perception that the City, or some department thereof, is involved in,
or supports in any way, a person or organization in any pursuit, activity, or thing of any
kind whatsoever, including but not limited to causes or events.
(b) License for Use. Nothing in this ordinance shall restrict the City from entering
into a licensing agreement with any person or organization for the use of the City's name,
logo or Official Seal for any purpose, provided such licensing agreement is in writing and
has been authorized by a d~ly adopted resolution of the City Commission.
Page lof4
Additions shown by underlining and deletions shown by everstrilOOg.
Ord. No. 23-11-2096
The City Manager, with the advice and consent of the City Commission, may
from time to time be authorized by resolution of the City Commission to enter into such
licensing agreements on behalf of the City for the use of the City's name, logo or Official
Seal.
(c) Unauthorized Use and Ratification of Unauthorized Use. If any person uses
the City's name, logo or Official Seal in any application for a grant, for a loan, or in any
other manner, or for any other purpose, either expressly or by implication, and if the
intent or result of the use of the Chy's flatRe, logo or Official Seal is to obtain services
andlor tangible andlor intangible property, then the person who obtains the property
andlor services, and the person who caused the City's Ha:me, logo or Official Seal to be
used, shall be presumed to have done so in violation of the requirements of this
ordinance, and with the knowledge and intent to pay the City for the use of the City's
i'laffia logo or Official Seal as set forth hereinafter. However, nothing contained herein
shall imply that the City authorizes any use of the City's name, logo or Official Seal
without the prior written consent of the City.
If an).!: Qerson uses the name "City of South Miami" ig a manner that implies
official consent by, partnership with, or representation of the City government, in any·
application for a grill.}t, [or a loan, or in any other marmer, or for any other pYmose, either
expressly or by implication, and if the intent or result of the use of the City's name is not
just to indicate location or service details. (e.g., "Our organization is located in the City
of South Miami'"or «We offer discounts to residents of the City of South Miami"), but is
to obtain services andlor tangible andlor intangible property~ then the person who obtains
the property and/or services, and the person who caused the City's name to be used, shall
be presumed to have done so in violation of the requirements of this ordinance, and with
the knowledge and intent to pay the City for the use of the City's name as set forth
hereinafter. However, gothing contained herein shall imply that the City authorizes any
use of the City's name without the prior written consent of the City.
If any person uses the City's name, logo or Official Seal without the written
consent of the City and if the City should thereafter ratify the use by resolution of the
City Commission, the person who uses the City's name, logo or Official Seal with intent
to obtain property and/or services, and the person Who caused the City'S name, logo or
Official Seal to be used, shall pay to the City an amount equal to twenty (25%) percent of
the funds due or payable to each of them and in an amount equal to twenty (25%) percent
of the value of the property and/or services that are received by each of them, or that is
due or payable to each of them. The person who used the City's name~ logo or Official
Seal without the City's initial consent andlor the person who caused the unauthorized use
of the City's name, logo or Official Seal without the City's initial consent and who fails
to pay the City for the use of the City's name, logo or Official Seal, shall be jointly and
severally liable to the City in damages for the amount set forth in this section to be paid
to the City for the unauthorized use of the City's name, logo or Official Seal. All
payments made to the City of South Miami in compliance with this ordinance shall be
unrestricted and undesignated.
Page 2 of4
Ord. No .. 23-11-2096
@ Injunction for Unauthorized Use. In the event that a person intends to use the
Chis name, logo or Official Seal without the City's consent, the City shall have the right
to seek an injunction to prevent such use. In the event that a person uses the City's name,
logo or Official Seal without the City's consent, the City shall have the right to an
injunction to prevent future use as well as damages for the unauthorized u~e of the City1s
name in an amount as set forth in subsection (c ) in this section.
@ Application for Grants, etc. No~hing in this ordinance shall restdct the City
Manager, or hislher designee, from using the City's name, logo or Official Seal when
applying for grants or awards, or otherwise applying for money, property or
services, provided that the City Manager shall not execute any contract or
agreement for the use of the City's name, logo or Official Seal by a person or
organization without first obtaining authorization from the City Commission by
way of resolution.
Section 2. Codification. The provisions of this ordinance shall become and be
made part of the Code of Ordinances of the City of South Miami as amended; that the
sections of this ordinance may be renumbered or reNlettered to accomplish such intention;
and that the word "ordinance" may be changed to Hsection" or other appropriate word.
Section 3. Severa biUty, If any section, clause, sentence, or phrase of. this
ordinance is for any reason held invalid or unconstitutional by a court of competent
jurisdiction, this holding shall not affect the validity of the remaining portions of this
. ordinance.
Section 4. Ordinances in Conflict. An ordinances or parts of ordinances and
all section and parts of sections of ordinances in direct conflict herewith are hereby
repealed. However, it is not the intent of this section to repeal entire ordinances, or parts
of ordinances, that give the appearance of being in conflict when the two ordinances can
be hannonized or when only a portion of the ordinance in conflict needs to be repealed to
harmonize the ordinances. If the ordinance in conflict can be harmonized by amending
its terms, it is hereby amended to harmonize the two ordinances. Therefore, only that
portion that needs to be repealed to harmonize the two ordinances shall be repealed.
Section 5. Effective Date. This ordinance shall become effective upon
enactment.
PASSED AND ENACTED this ~ day of August, 2011.
APPROVED:
MAY R
Page 3 of4
Ord. No. 23-11-2096
1 st Reading-
2nd Reading-
8/2/11
COMMISSION VOTE: 5-0
Mayor Stoddard: Yea
Vice Mayor Newman: Yea
Commissioner Palmer: Yea
Commissioner Beasley: Yea
Commissioner Harris: Yea
\\exodus\from powervault\rtaylonmy documents\resolulions\or(iinMcc city name.amended 8.0Z.11.doc
Page 4 of4
Thursday, January 8,2015 at 5:09:15 PM Eastern Standard Time
Subject: RE: Plan
Date: Monday, July 14, 2014 at 9:30:13 AM Eastern Daylight Time
From: Richard A. Cahlin
To: Stoddard, Philip K.
CC: Steven J. Alexander
Phil and Steve,
The sales of the clothing from the Bicycle Action Committee Joint venture Cities fundraising is given back to
the cities to support their bike initiatives.
The Cities tell us how they are going to use the proceeds. For the City of Miami the proceeds were used for
the Virginia Key Bike trail.
The monies we gave to The Village of Pinecrest was not specifically identified.
Let me know if you need any additional information.
We are waiting for the City Logo/Seal and City colors to be transmitted in the 'vector' format so we can
provide to the manufacturer.
Can you refer me to who would have that?
Thanks
Richard
IVF
Mallah Furman
International Accounting Alliance
www.jhLcom
Richard A. Cahlin, C.P.A.
Principal
1001 Brickell Bay Drive, Suite 1400 I Miami, FL 33131
Phone: (305) 371-6200 ext. 1107 I Fax: (305) 371-8726
E-Mail I BiograQhy: I V-Card I WebSite
Securely: Send us a file
Pursuant to Internal Revenue Service Circular 230, we are required to advise you that if there is any tax advice contained herein, it is not intended to be
by the addressee or any taxpayer, for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code.
This e-mail communication is confidential and is intended only for the individual(s) or entity named above and others who have been specifically autho
not the intended recipient, please do not read, copy, use or disclose the contents of this communication to others. Please notify the sender that you ha
error by replying to the email. Please then delete the email and any copies of it.
-----Original Message-----
From: Stoddard, Philip K. [mailto:PStoddard@southmiamifl.gov]
Sent: Saturday, July 12, 2014 1:25 PM
To: Richard A. Cahlin
Page lof2
Cc: Steven J. Alexander
Subject: Plan
Richard,
I read about the Virginia Key bike trail and Coral Gables bike racks.
Can you tell us your plan for the proceeds from South Miami bike shirt sales?
Thanks,
Phil
Philip Stoddard
Mayor of South Miami
6103 Sunset Drive
South Miami FL 33143
305-342-0161 (mobile)
Page 2 of2
VILLAGE OF PINECREST
i ' village 9.
il'fij
PINECREST 'M-_iiil+ni
fl AGREEMENT FOR PROFESSIONAL SERVICES
USE OF VILLAGE SEAL
THIS AGREEMENT, made and entered into on the lJ day of Al/aCl sf ,2012, by and
between the Village of Pinecrest, Miami-Dade County, Florida, ~ the first part
(hereinafter called "VILLAGE"), and Richard A. Cahlin, 100 I Brickell Bay Drive, Suite 1400,
Miami, Florida 33131, Miami-Dade County, Florida, party of the second part (hereinafter called
"CONTRACTOR");
RECITALS:
The VILLAGE wants to engage the CONTRACTOR to perform certain services as
specifically described herein and the CONTRACTOR wants to provide such services for the
Village of Pinecrest.
In consideration of the mutual covenants set forth in this Agreement, the parties agree
as follows:
I. SCOPE OF SERVICES
The following outlines the arrangement between the VILLAGE and the CONTRACTOR
for fund-raising for the Village's bicycle initiatives:
• The VILLAGE will allow the non-exclusive use of the VILLAGE seal to be used on bike
kits (jersey and shorts) to be manufactured locally with Veloce Speedwear.
• Veloce Speedwear will be responsible for manufacturing the kits. The CONTRACTOR
will be responsible for raising the funds to purchase the kits and for purchasing the kits.
• Money will be raised by the CONTRACTOR through donations from the private
sector. Donors can donate money and put their 'logo' on the kits, or donate and elect
not to have anything placed on the kits. The rates vary depending on size and location of
the logos in the discretion of the CONTRACTOR. The VILLAGE is not responsible for
any fund-raising. Once all sponsors have been obtained, the CONTRACTOR will get
written approval from the VILLAGE prior to using the VILLAGE seal on the bike kits.
• A 501 (c)(3) entity will be used as the fiscal agent. At this time, the CONTRACTOR has
identified FHAME a foundation supporting the rebuilding of Haiti as the fiscal agent. The
VILLAGE shall be notified if the fiscal agent is changed.
• All proceeds raised in excess of the amount needed to produce the kits will be donated
to the VILLAGE for bicycle initiatives programs.
• The kits can be purchased on the Veloce Speedwear website and sold at various bicycle
stores in Miami-Dade County. In addition, the kits can be raffled or given away by the
VILLAGE to support the cause.
12645 Pinecrest Parkway 1 Pinecrest. Florida 33156 I 305.234.2121 ,305.234.2131 1 www.pinecrest-fl.gov
2. FEES FOR SERVICES
There are no fees to be paid by the VILLAGE to the CONTRACTOR for the specified
services. All proceeds due to the VILLAGE shall be delivered to the Finance Director, Village
of Pinecrest, 12645 Pinecrest Parkway, Pinecrest, Florida 33156.
3. TERM
The term of this Agreement shall commence on the date of this Agreement and
continue for a period of one (I) year, automatically renewing every year for another period of
one (I) year unless terminated pursuant to paragraph 6 or extended pursuant to paragraph 8.
The TERM of this Agreement is not exceed five (5) years from the date of this Agreement.
4. ASSIGNMENT
This Agreement shall not be assignable by the CONTRACTOR.
5. PROHIBITION AGAINST CONTINGENT FEES
The CONTRACTOR, warrants that he has not employed or retained any company or
person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or
secure this Agreement, and that he has not paid or agreed to pay any person(s), company,
corporation, individual or firm, other than a bona fide employee working solely for the
CONTRACTOR any fee, commission, percentage, gift, or any other consideration, continent
upon or resulting from the award or making of this Agreement unless approved by the Manager
of the VILLAGE.
6. TERMINATION
This Agreement may be terminated by either party upon 60 days written notice with or
without cause. If this Agreement is terminated, the CONTRACTOR shall immediately cease
using the VILLAGE seal, shall provide written notice to his vendors or subcontractors that the
VILLAGE seal may no longer be used and shall provide evidence of such notification to the
VILLAGE.
7. NONEXCLUSIVE AGREEMENT
The services to be provided by the CONTRACTOR pursuant to this Agreement shall
be nonexclusive and nothing herein shall preclude the VILLAGE engaging other persons or firms
to perform the same or similar services for the benefit of the VILLAGE within the VILLAGE'S
sole and absolute discretion.
8. ENTIRE AGREEMENT
This agreement, together with all pertinent documentation shall constitute the entire
agreement which may not only be amended, modified or extended upon written agreement
between the parties.
9. WARRANTIES OF CONTRACTOR
The CONTRACTOR, and any companies working with him as sub-contractors, hereby
warrants and represents that at all times during the term of this Agreement he shall maintain in
good standing all required licenses, certifications and permits required under Federal, State and
local laws necessary to perform the specified services.
10. ATTORNEY'S FEES
In connection with any litigation arising out of this Agreement, the prevailing party shall
be entitled to recover reasonable attorney's fees and costs. This provision shall exclude all
litigation resolved by agreement of the parties.
II. NOTICES
All notices and communications to the VILLAGE shall be in writing and shall be deemed
to have been properly given if transmitted by registered or certified mail or hand delivery. All
notices and communications shall be effective upon receipt. Notices shall be addressed as
follows:
VILLAGE:
CONTRACTOR:
12. GOVERNING LAW
Yocelyn Galiano Gomez, ICMA-CM
Village Manager
Village of Pinecrest
12645 Pinecrest Parkway
Pinecrest, Florida 33156
Richard A. Cahlin
100 I Brickell Bay Drive, Suite 1400
Miami, Florida 33131
This Agreement shall be construed in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this
Agreement upon the terms and conditions above stated on the day and year first above
written.
CONTRACTOR:
RICHARD A. CAHLIN
100 I Brickell Bay Drive, Suite 1400
Miami, Florida 33131
By: __ ~ __ q_C/U4t
Richard A. Cahlin
Witness:~~
Approved as to Form and Legal Sufficiency:
y hia A. Everett
Viii ge Attorney
VILLAGE:
VILLAGE OF PINECREST
Attest: __ ---,,"'---+-___ _
Gui . I uanzo, Jr., CMC
Vi lage Clerk
Thursday, January 8,2015 at 5:12:55 PM Eastern Standard Time
Subject: RE: Plan
Date: Tuesday, July 15, 2014 at 11:33:57 AM Eastern Daylight Time
From: Richard A. Cahlin
To: Steven J. Alexander
Perfect!
From: Steven J. Alexander [mailto:SAlexander@southmiamifl.gov]
Sent: Tuesday, July 15, 2014 11:31 AM
To: Richard A. Cahlin
Cc: Korth, Jennifer; Stoddard, Philip K.; Garcia, Maria
Subject: Re: Plan
Sure
I am in the process of scheduling meetings with commissioners.
When I complete that schedule I will have maria on my staff contact you to find a time.
Steven Alexander
City Manager
City of South Miami
From: "Richard A. Cahlin" <rcahlin@mallahfurman.com>
Date: Tuesday, July 15, 2014 at 11:15 AM
To: Steve Alexander <salexander@southmiamifl.gov>
Cc: "Korth, Jennifer" <JKorth@southmiamifl.gov>, Philip Stoddard <PStoddard@southmiamifl.gov>
Subject: RE: Plan
S-
By separate e-mail I cleared the Village of Pinecrest question.
Can we meet? It would be much more efficient if we could review in person and I can bring you all the
docu mentation.
I would not take up much of your time.
Please give me some dates and times
Thanks
R-
Page 10f4
IVf
Mallah Furman
1
International Accounting Alliance
www.jhLcom
Richard A. Cahlin, C.P.A.
Principal
1001 Brickell Bay Drive, Suite 1400 I Miami, FL 33131
Phone: (305) 371-6200 ext. 1107 I Fax: (305) 371-8726
E-Mail I Biogragh'i I V-Card I Website
Securely' Send us a File
Pursuant to Internal Revenue Service Circular 230, we are required to advise you that if there is any tax advice contained herein, it is not intended to b€
by the addressee or any taxpayer, for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code.
This e-mail communication is confidential and is intended only for the individual(s) or entity named above and others who have been specifically autho
not the intended recipient, please do not read, copy, use or disclose the contents of this communication to others. Please notify the sender that you ha
error by replying to the email. Please then delete the email and any copies of it.
From: Steven J. Alexander [mailto:SAlexander@southmiamifl.gov]
Sent: Monday, July 14, 20147:47 PM
To: Richard A. Cahlin
Cc: Korth, Jennifer; Stoddard, Philip K.
Subject: Re: Plan
Sir
Pinecrest records no income from you per an email they sent us.
I am concerned that you offer no accountability to us such as how much the shirts cost you and
how many you sell.
We have repeatedly asked for such basic information but have yet to receive such.
We did receive the following email message which has no financials in it whatsoever:
Per your request, here is a brief summary of the program that I have been doing with Cities to raise
money for their bike initiatives:
After I receive the City Seal and the color coordinates, I go to the private sector and raise
approximately $6000 to make 100 bike kits ( jerseys and shorts). The monies I raise allow the
business to put their 'logo or brand' on the clothing in exchange for the donation. I use different
fiscal agent for each City. I reach out to friends, clients, previous donors and the Chamber of
Commerce from each City to solicit the funds.
Once I raise the money the bike kits are made. Upon delivery, the kits together with each of the
Cities brief description of their bike initiatives is posted on our website and there is a link to the
manufacturer to order the bike kits.
I provide the kits to the Cities for any of their bike events to either give them way or raffle them etc.
Page 2 of4
· . _.
In addition, the kits are provided to bicycle stores in the participating Cities on consignment to be
sold.
All of the monies raised is then given back to the participating cities to be used for their bike
initiatives programs.
Please visit our website for more detailed information
I have been placed in a fiduciary position with the commission which I take very seriously and I
need to have an understanding of the economics of this deal before I authorize your use of the
City Logo. Where you state, "all of the monies raised is given back to the participating cities" it
makes me wonder who is actually paying for the kits and their printing?
1m sure neither you or Veloce speedware are donating the shirts, production and shipping. The
impression is given that ALL of the funds raised come back to the City. Without basic knowledge
as we have requested, I have no way to adequately evaluate the economics. How many shirts
have been sold and how many have been given at no charge?
What control do I have on other shirt sponsors? i.e. Tobacco or liquor companies, strip clubs
petroleum or other energy companies
Please enlighten me as to these simple requests.
Additionally almost 3 years ago you were authorized to go forward by resolution of the
commission subsequent to your provision of providing an application, an indemnification/hold harmless
agreement, and proof of insurance. It is my understanding that the City Attorney may now not require logo
insurance but that would invalidate the reso that is now probably invalid due in part to changes in our
applicable laws.
Once I have received suitable financial and business related information from you we can evaluate how to
proceed.
Thank you
Steven Alexander
City Manager
City of South Miami
From: "Richard A. Cahlin" <rcahlin@mallahfurman.com>
Date: Monday, July 14, 2014 at 9:30 AM
To: Philip Stoddard <PStoddard@southmiamifl.gov>
Cc: Steve Alexander <salexander@southmiamifl.gov>
Subject: RE: Plan
Phil and Steve,
The sales of the clothing from the Bicycle Action Committee Joint venture Cities fundraising is given back to
the cities to support their bike initiatives.
Page 30f4
The Cities tell us how they are going to use the proceeds. For the City of Miami the proceeds were used for
the Virginia Key Bike trail.
The monies we gave to The Village of Pinecrest was not specifically identified.
Let me know if you need any additional information.
We are waiting for the City Logo/Seal and City colors to be transmitted in the 'vector' format so we can
provide to the manufacturer.
Can you refer me to who would have that?
Thanks
Richard
IVf
Mallah Furman
I
International Accounting Alliance
www.jhi.com
Richard A. Cahlin, C.P.A.
Principal
1001 Brickell Bay Drive, Suite 1400 I Miami, FL 33131
Phone: (305) 371-6200 ext. 1107 I Fax: (305) 371-8726
E-Mail I BiograRhv.. I V-Card I Website
Securely-Send us a file
Pursuant to Internal Revenue Service Circular 230, we are required to advise you that ifthere is any tax advice contained herein, it is not intended to be
by the addressee or any taxpayer, for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code.
This e-mail communication is confidential and is intended only for the individual(s) or entity named above and others who have been specifically autho
not the intended recipient, please do not read, copy, use or disclose the contents of this communication to others. Please notify the sender that you ha
error by replying to the email. Please then delete the email and any copies of it.
-----Original Message-----
From: Stoddard, Philip K. [mailto:PStoddard@southmiamifl.govj
Sent: Saturday, July 12,20141:25 PM
To: Richard A. Cahlin
Cc: Steven J. Alexander
Subject: Plan
Page 4of4
Richard,
I read about the Virginia Key bike trail and Coral Gables bike racks.
Can you tell us your plan for the proceeds from South Miami bike shirt sales?
Thanks,
Phil
Philip Stoddard
Mayor of South Miami
6103 Sunset Drive
South Miami FL 33143
305-342-0161 (mobile)
Page 50f4