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Home My WebLink AboutSEOPW-CRA-1998-06-30-Discussion Item 14FROM (MON) 6. 29' 98 :6:56 ' 16:55 'NO. 4200000593 P 2 COOPERATION AGREEMENT WITNESSETH: THIS AGREEMENT, made this _ day of , 199, by and between (the "Department "), a department of the City of Miami, Florida (the "City"), and the Community Redevelopment Agency of the City of Miami (the "CRA "). WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Omni Redevelopment Area and the ' Southeast Overtown/Park West Redevelopment Area pursuant to a Redevelopment Plan in effect for each such Redevelopment Area; WHEREAS, the CRA receives from time to time, through the City, grants of moneys from the United States Department of Housing and Urban Development in the form of community development block grants ( "CDBG Funds ") which may be used by the CRA for community redevelopment activities and projects; WHEREAS, the CRA desires and intends to have the Department perform (the "Project ") and in connection therewith, the CRA intends to make available to the Department certain CDBG Funds; and WHEREAS, the CRA and the Department desire to enter into this Agreement for the purpose of setting forth the objectives of the parties with respect to the Project and the use of CDBG Funds made available by the CRA to the Department, NOW, THEREFORE, the CRA and the Department agree as follows: 1. Department Responsibilities. a. At the request of the CRA, the Department shall b. All work performed by the Department pursuant to this Agreement shall be performed in accordance with a work plan and schedule mutually acceptable to both parties. The individual at the Department who is primarily responsible for the work on the Project is c. The Department shall promptly prepare a budget for its work on the Project and shall submit the budget to the CRA for approval. The Department shall not commence work on the Project until the CRA, approves the budget. Such budget shall identify all costs anticipated to be incurred by the Department and shall include supporting documentation to establish such costs. L L� FROM (MON) 6. 29' 98 :6:5 16:55, NO. 4200000593 R 3 U d. The Department shall prepare and promptly provide to the CRA monthly reports summarizing the work performed or completed by the Department on the Project, the costs and expenses incurred by the Department (including supporting documentation to establish such costs and expenses), and the application of the CDBG Funds (if any) provided to the Department by the CRA (including reimbursement to the Department for costs and expenses previously incurred in connection with the Project). Such reports also shall indicate whether the Department has received funds with respect to the Project from any other source(s), including any operating income from the Project. The Department also shall provide in October of each year, an annual report for the preceding October - September 12 -month period. The annual report shall compare the Department's actual performance to its work plan and schedule and shall compare the Department's actual costs and expenses to the budget, 2. Audit and Inspection Rights. The CRA may, at reasonable times, and for a period of up to two (2) years following the date the CRA ceases to provide CDBG Funds to the Department under this Agreement, audit or cause to audited those books and records of the Department which are related to the Department's performance under this Agreement. The Department agrees to maintain all such books and records at its principal place of business for a period of two (2) years after final payment is made under this Agreement. 3. Indemnification. The Department shall indemnify, defend and hold harmless the CRA and its employees and agents from and against all losses, costs, penalties, fines, damages, claims, expenses (including attorneys' fees) arising out of, resulting from, or in connection with the Department's performance or non - performance under this Agreement. 4. Default. If the Department fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the Department shall be in - default. Upon the occurrence of a default hereunder the CRA, in addition to all remedies available to it by law, may immediately, upon written notice to the Department, terminate this Agreement whereupon all payments, paid by the CRA to the Department while the Department was in default shall be immediately returned to the CRA. The Department understands and agrees that termination of this Agreement under this section shall not release the Department for any obligation accruing prior to the effective date of termination. SEOPW /CRA FROM (MON) 6. 29' 98 :6:57 ` "" :6:55, NO. 4200000593 P 4 5. CRA's Te ation Ri s The CRA shall have the right to terminate this Agreement by giving the Department at least five (5) business days prior written notice, if the CRA determines, in its sole discretion, that the Department's services are no longer in the best interest of the CRA. Additionally, the CRA shall have the right to terminate this Agreement, without notice or liability to the Department, upon the occurrence of an event of default under this Agreement. In such event, the CRA shall not be obligated to pay any amounts to the Department and the Department shall reimburse to the CRA all amounts received while the Department was in default under this Agreement. 6. Insurance. The Department shall, at all times during the term hereof, maintain such insurance coverage as may be required by the CRA. All such insurance, including renewals, shall be subject to the approval of the CRA for adequacy of protection and evidence of such coverage shall be furnished to the city on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the CRA, Completed Certificates of Insurance shall be filed with the CRA prior to the performance of services hereunder, provided, however, that the Department shall at any time upon request file duplicate copies of the policies of such insurance with the CRA. 7. Assign en This Agreement shall not be assigned by the Department, in whole or in part, without the prior written consent of the CRA's, which may be withheld or conditioned, in the CRA's sole discretion. 8. Miscellaneous Provisions. a. This Agreement shall be construed and enforced according to the laws of the State of Florida. b. Title and paragraph headings are for convenient reference and are not a part of this Agreement. c. 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. d. Should any provision, paragraph, sentence, work or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed SEOPWr ORA► FROM (MON) 6. 29 98 1:6:58, :6:55; NO. 4200000593 P 5 modified to the extent necessary in order to conform with such laws, r if not modifiable, 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. e. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of 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. ATTEST: Walter J. Foeman, City Clerk MIA4b33483 9. Enti Agree ment. By: APPROVED AS TO FORM AND LEGAL SUFFICIENCY Holland & Knight, LLP, Counsel THE COMMUNITY REDE'VELOPMEN'T' AGENCY OF THE CITY OF MIAMI Title: Chairman "DEPARTMENT" By: Title: