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RESOLUTION NO: _____ _
A Resolution pursuant to Ordinance No. 23-11-2096, authorizing the City
Manager to enter into an agreement with Bicycle Action Committee, Inc, a not
for profit corporation, to use the City of South Miami's 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, Bicycle Action Committee, Inc. (BAC) is a nonprofit corporation and a
certified 501 (c) (3) charitable organization;
WHEREAS, BAC sells bicycle clothing including jersey and shorts ("kits") to promote
bicycling as a healthy activity; and
WHEREAS, BAC has represented its intention to pay the City for the use of the City's
logo and to donate all surplus from the sale of the clothing to a charity.
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 Bicycle Action Committee, Inc. for the use of the City's
logo, in according to Ordinance No. 23-11-2096 adopted August 16, 2011, and iri accordance
with the intent set forth in the above recitals for a period of two years.
Section 2. 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 3. Effective Date: This resolution shall take effect immediately upon
enactment.
PASSED AND ADOPTED this _ day of ____ ., 2015.
ATIEST:
CITY CLERK
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND EXECUTION
EXECUTION THEREOF
CITY ATIORNEY
Page 1 of 1
APPROVED:
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 ®~J',~yof July, 2015, by and
between the City of South Miami, Miami-Dade County, of the first
called "CITY"), and Bicycle Action Committee, Inc., located
Miami, Florida ~;?::;if~~ Miami-Dade County, Florida, party
called "Contractor");
RECITALS:
WHEREAS, 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.
NOW THEREFORE, 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 bicycle initiatives:
• The CITY will allow the non-exclusive use of the CITY name and logo to
be used on and shorts ("kits") to be manufactnred locally by
• All proceeds raised in excess of the amount needed to produce the kits will
be paid to the CITY and to the Contractor 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.
1;'~lContractor is certified as a 501 (c) (3) organization under the internal revenue service
code and Action Committee shall be the fiscal agent for these sales. A copy of
the
• Contractor shall donate all of its net income from the sale of the kits to a charity agreed
upon in writing by Contractor and the City Manager.
• 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 ofthe CITY's name
and logo for imprinting on the kits 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 income 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 ~~l!g:~}~~~g;_1Jj~lit.,I.~~;rE~
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 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.
8. 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:
~'iUtl~
Hli;'
thietlA'ven.4(; ~i'&:is'\ll~;r~iIi.·~~~~
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 Interoretation: 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 arm'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 Jurv 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 term 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.
ATTESTED:
By: _______ _
Maria Menendez
City Clerk
Read and Approved as to Form, Language,
Legality and Execution Thereof:
By: --::-,--.,--_____ _
City Attorney
CITY OF SOUTH MIAMI
By: ________ _
City Manager