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HomeMy WebLinkAboutOMNI-CRA-R-99-0009RESOLUTION NO. OMNI/CRA R-99-9 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY ("CRA") RATIFYING THE TECHNICAL CHANGES TO THE INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CRA AND THE CITY OF MIAMI (THE "AGREEMENT") A COPY OF WHICH IS ATTACHED AS EXHIBIT "A." WHEREAS, the City of Miami approved and adopted the Omni Area Redevelopment Plan pursuant to Resolution Nos. 86-868 and 86-607 (the "Redevelopment Plan"); and WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Omni Redevelopment Area (the "Redevelopment Area") established pursuant to the Redevelopment Plan; and WHEREAS, the CRA desires to ratify the technical changes to the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The Board of Directors of CRA hereby ratifies the technical changes to the Agreement. Section 3. This resolution shall be effective upon its adoption. PASSED AND ADOPTED on this 13th day of July, 1999. Arthur E. Teele, Jr., Chairman ATTEST:° �� ��YIV�i!✓ altertFoem , C y erk APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Legal Counsel MIAI #995262 v1 2 99— ` ONINT/CRA November 9, 1998 Rev. INTERLOCAL COOPERATION AGREEMENT This INTERLOCAL AGREEMENT ("Agreement") is made as of this _ day of , 1998, among the City of Miami (the "City"), a municipal corporation organized under the laws of the State of Florida, having offices at 444 S.W. 2nd Avenue, Miami, Florida 33128, the Southeast Overtown/Park West Community Redevelopment Agency (the "SEOPW CRA"), a public body corporate and politic of the State of Florida, and the Community Redevelopment Agency of the Omni Area (the "Omni CRA and together with the SEOPW CRA, the Miami CRA"), a public body corporate and politic of the State of Florida, having offices at 300 Biscayne Boulevard Way, Suite 430, Miami, Florida 33131. WITNESSETH WHEREAS, it is the purpose and the intent of the Agreement, the parties hereto and the Florida Interlocal Cooperation Act of 1969, as amended (the "Cooperation Act') to permit the City and the Miami CRA to make the most efficient use of their respective powers, resources and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby to provide the services and achieve the results as provided for herein; and WHEREAS, the Miami CRA was created pursuant to the adoption of Ordinance Nos. 1677-82 and 11248-95; and WHEREAS, the City approved and adopted the Southeast Overtown/Park West Community Redevelopment Plan, pursuant to Resolution Nos. 82-755 and 85-1247, and the Omni Area Redevelopment Plan, pursuant to the Resolution Nos. 86-868 and 87-604 (hereinafter referred to as 'Redevelopment Plans"); and WHEREAS, pursuant to Section 163.410, Florida Statutes, Miami Dade County has delegated community redevelopment powers to the City; and WHEREAS, the Miami CRA is responsible for carrying out community redevelopment activities and projects in the Omni Redevelopment Area and the Southeast Overtown/Park West Redevelopment Area (hereinafter referred to as 'Redevelopment Areas") established pursuant to the Redevelopment Plans; and WHEREAS, the boundaries for the Redevelopment Areas are provided for in Exhibit D, attached and incorporated hereto, as may be amended from time to time; and WHEREAS, it is the purpose of the Cooperation Act to provide a means by which the City and the Miami CRA may jointly exercise their respective powers, privileges and authorities that they share in common and that each might exercise separately, but which Cta! NI/C pursuant to this Agreement and the Cooperation Act they may exercise collectively, including but not limited to the manner of employing, engaging and compensating personnel and the manner of providing financial assistance and resources needed to accomplish the planning,design, development and implementation necessary for the undertaking and carrying out of the community redevelopment projects in the Redevelopment Areas as provided herein; and WHEREAS, the City and Miami CRA desire herein to provide for their mutual and respective understandings, agreements, rights, duties and obligations pertaining to the planning, development and implementation of the Projects (as hereinafter defined) and the necessary staff, consultants or others related to the Projects; and WHEREAS, the City and Miami CRA desire to facilitate the financing and undertaking of the Projects for the current Fiscal Year and for future years, pursuant to the terms of this Agreement and related agreements as provided herein; and WHEREAS, the Cooperation Act and the Florida Community Redevelopment Act of 1969 (collectively referred to as the "Act') permit intergovernmental coordination between the City and Miami CRA for the provision of services that are needed by the Miami CRA and the City, and the City is willing to provide certain services relating to financial support, the use of certain city employees for the performance of services and other assistance necessary for the Projects and future projects; and WHEREAS, the financing of the Projects and providing of employees to carry out the services associated with the Projects will further the governmental purposes and be of substantial benefit to the City and the Miami CRA; and WHEREAS, the Miami CRA's provision of program management, technical assistance, project administration, planning, coordination, development and other services necessary for the Projects will further the interests of the Miami CRA and the City and shall serve a public purpose by, among other things, aiding in the elimination of blight, advancing the public health and general welfare and will result in the coordination, development, implementation and completion of the Projects in the Redevelopment Areas; and WHEREAS, it is necessary and appropriate for the parties to provide the intergovernmental cooperation for the undertaking and carrying out of the Projects and for the parties to cooperate and jointly proceed as provided herein; NOW, THEREFORE, in consideration of the Miami CRA agreeing to take responsibility for the program management, technical assistance, project administration, planning, coordination, development and other services, staff, consultants and others necessary for the Projects and the agreement by the City to designate certain city employees to render services related to the Projects and moneys received from time to time from the United States Department of Housing and Urban Development, the Miami Dade County Safe Neighborhood Park Bonds and any other financial resources as determined by the City Commission of the City, the City and the Miami CRA agree as follows: 9 - O/CRA . ARTICLE I - AUTHORITY This Agreement is entered into pursuant to and under the authority of the provisions of Section 163.01, Florida Statutes; Part III, Chapter 163, Florida Statutes; and other applicable provisions of law. ARTICLE II - DEFINITIONS 2.1 Defmitions The terms defined in this Section 2.1 shall have the following meanings for purposes of this Agreement when initially capitalized herein: (a) "Act" means Section 163.01, Florida Statues; Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes; and other applicable provisions of law thereunder. (b) "Agreement" means this Interlocal Cooperation Agreement, including any exhibits hereto, as the same may be hereafter amended from time to time. (c) "Park Bond Funds" mean grants of moneys the City receives from time to time from Miami Dade County Safe Neighborhood Park Bonds issued for capital improvements for existing parks in the City. (d) "City" means the City of Miami, Florida, a municipal corporation organized under the laws of the State of Florida, and any successors thereto or assigns thereof. (e) 'Effective Date" means the date as determined by Section 12.5 and 12.10 hereof on which this Agreement becomes effective. (f) 'Expiration Date" means the date on which this Agreement terminates by its own terms as provided in Section 10.1 hereof. (g) "Fiscal Year" means the fiscal years of the City and Miami CRA commencing on October 1 of each year and ending on the next succeeding September 30 or such other fiscal year as may be established by law. (h) "HUD Funds" mean grants of moneys the City receives from time to time from the United States Department of Housing and Urban Development, including but not limited to community development block grant funds ("CDBG Funds"), HOME Investment Partnership, HOME funds, and such other similar funds. (i) "Miami CRA" means collectively the Southeast Overtown/Park West Community Redevelopment Agency and the Omni Area Community Redevelopment Agency of the City of Miami, their successors or assigns. 07104! /C (k) "Projects" mean the community redevelopment projects and activities, capital park improvements and other activities or programs described in Exhibits A and B(Parts VI and VII), attached and incorporated hereto, as the same may be hereafter amended from time to time. (1) "Redevelopment Areas" mean the Omni Redevelopment Area and the Southeast Overtown/Park West Redevelopment Area as provided within the Redevelopment Plans as herein defined, as the same may be hereafter amended from time to time. (m) "Redevelopment Plans" mean the Southeast Overtown/Park West Community Redevelopment Plan approved by the City in Resolution Nos. 82-755 and 85- 1247, and the Omni Area Redevelopment Plan approved by the City in Resolution Nos. 86- 868 and 87-604, as the same may be hereafter amended from time to time. ARTICLE III - PURPOSE; FINDINGS; INTENT 3.1 Purpose The Miami CRA and the City acknowledge and agree that the purpose of this Agreement is to set forth the cooperative relationship between the City and Miami CRA, the respective duties and obligations thereof and the procedures to be followed by the parties hereto in order to undertake and carry out the financing for the program management, technical assistance, program administration, coordination, monitoring, development and the services of staff, consultants and others necessary for the Projects. 3.2 Findings The City and Miami CRA hereby ascertain, determine, declare and find that: (a) The Projects further the goals, purposes, objectives of the Redevelopment Plans; shall make a significant contribution to the redevelopment of the Redevelopment Areas and shall serve a public purpose by aiding in the elimination of blight, advancing the economic prosperity and the public health and general welfare. (b) The coordination and the undertaking of the program management, technical assistance, project administration, planning, coordination, development and provision of other services of the Projects by the Miami CRA shall further the interests of the City and the Miami CRA, and will result in the better coordination, efficient management and timely implementation of the development of the Projects. (c) It is necessary and appropriate for the City and the Miami CRA to cooperate and proceed as provided herein. (d) It is in the best interest of each of the parties hereto and the public to establish a cooperative relationship between the parties hereto in order to best carry out the purposes of the Act, specifically including the staffing, planning, program management, ? O1 /CIRA, program administration, technical assistance, coordination, monitoring, development, implementation and financing of the Projects, as provided herein on a timely and expeditious basis. Section 3.3 Intent; Cooperation; Exercise of Powers. The parties hereto agree to cooperate and assist each other in achieving the purpose set forth within this Article hereof. Furthermore, each of the parties hereto does hereby grant to the other and does acknowledge the other party may in furtherance of the purpose, exercise any and all powers legally available to the other, which but for this Agreement, that party may not be able to exercise and which by virtue of this Agreement may be shared with the other party and be exercised separately and collectively. 3.4 Designation The City hereby designates the Miami CRA as the exclusive party responsible for the planning, development, program management, technical assistance, coordination, project administration, monitoring and other services for the completion of the Projects. The Miami CRA hereby agrees to carry out its duties and functions as such designated exclusive party in accordance with the terms of this Agreement. The City further declares the Miami CRA to be a grantee of the City and afforded the same rights and privileges of any other grantee receiving HUD Funds. For such purposes, the provisions of OMB Circular A-102 ("Grants and Cooperative Agreements With State and Local Governments", as amended August 29, 1997) and hereafater amended, are attached and incorporated hereto as Exhibit E. ARTICLE IV - FINANCIAL RESOURCES TO BE PROVIDED BY THE CITY 4.1 City's commitment to funding. The City hereby agrees to provide full financial support to the Miami CRA for the planning, development, program management, technical assistance, coordination, project administration, monitoring and other services needed for the Projects undertaken pursuant to this Agreement. To accomplish the financial support needed herein, the City and Miami CRA hereby agree that: (a) Five Year Funding Plan. The City and Miami CRA shall, by separate resolution, agree to a Five Year Funding Plan for the CRA relative to this Agreement. Such funding shall be subject to the annual appropriation, allocation and approval of the City Commission and subject to the City's receipt of any funds not originating with the City, and the funding plan shall be coordinated with the Five Year Program Plan as provided within this Agreement. The funds shall be held and administered as provided in Section 4.4 of this Agreement. Each year this Agreement shall be amended to include the funding to be provided by the City to the Miami CRA, with the Projects to be undertaken by the Miami CRA, and provided as an addendum to this Agreement. 4.2 Base Year for Funding Purposes. The City and Miami CRA agree that the base year for the purposes of calculating the City's ongoing commitment to fund activities of the Miami CRA pursuant to this Agreement shall be Fiscal Year 1999. For Fiscal Year 1999, the City hereby agrees to and approves the Miami CRA receiving financial resources as follows: (a) Program Funds. Program funds shall be provided as follows:. (1) An amount of $902,061 as provided in Exhibit B (Part VH), attached and incorporated hereto, shall be provided to the Miami CRA from HUD Funds for the Projects provided for in Exhibits A and B(Parts VI and VII), attached and incorporated hereto. Such funds shall be expended as provided herein, unless the Miami CRA has first secured the written permission of the City. (b) General Fund Support. An amount of $279,488, as provided in Exhibit B (Part 1), attached and incorporated hereto, shall be provided by the City to the Miami CRA for other necessary funding for the Projects. Such funds shall be expended as provided herein, unless the Miami CRA has first secured the written permission of the City. (c) Human Resources Support. For the purposes of human resource support to the Miami CRA, the Base Year shall be the salaries and benefits allocated for the City employees designated to provide services to the Miami CRA. An amount of $363,021 is hereby provided for the salaries and benefits of the City employees designated pursuant to Section 5.1 hereof. (d) Continuing Payments for Benefit of Miami CRA Projects. (1) The City shall continue to fund the guaranteed entitlement associated with the Community Redevelopment Revenue Bonds 1990 Series. (2) The City shall continue to pay the debt service on the Section 108 Loan of $5,100,000 approved in 1990 and drawn upon in 1994, secured by the United States Department of Housing and Urban Development. (e) Other Expenditures. The City may also provide financial support, other than the financial resources and support specifically identified herein, to the Miami CRA as approved and provided for by the City Commission. 4.3 Reallocation and Rollover of Unexpended Funds Any unexpended moneys derived from the sources of funds as provided in this Article remaining at the end of any fiscal year shall be reallocated and carried over into the next fiscal year for the Miami CRA, subject to the applicable provisions of any related agreements or Bond covenants and subject to the approval and receipt of such funds by the City. The City hereby agrees that the presence any such unexpended funds shall not be a negative factor for the allocation of funds or other resources to the Miami CRA in the budgeting for any fiscal year. 4.4 Disbursement of Funding to Fiduciary of Miami CRA The City does hereby consent and authorize the Miami CRA to the full and complete control and custody of moneys collected, approved, provided for and authorized for the Miami CRA by the City or any other governmental entity. Such moneys shall be deposited with a fiduciary as determined by the Miami CRA. The City's Offices of Management and Budget and Finance shall continue to provide all services and support related to the keeping, management, handling and budgeting of such funds as determined by the Miami CRA. ARTICLE V- PERSONNEL AND OTHER RESOURCES TO BE PROVIDED BY CITY 5.1 Use of City Personnel. (a) The City hereby agrees to provide and designate a certain number of City employees to serve as full-time staff to the Miami CRA for the program management and administration, planning, coordination, technical assistance and other services needed to carry out and undertake the Projects. The City Manager is hereby authorized to provide for the annual detailing of employees for service to the Miami CRA. For the Base Year as provided in Article IV of this Agreement, the City agrees that the employees designated in Exhibit C shall provide services to the Miami CRA. Any new employees to the Miami CRA, after the effective date of this Agreement, shall not be city employees, unless otherwise agreed. (b) The City employees designated to serve as staff to the Miami CRA shall continue to receive all the benefits provided to other City employees related to their employment with the City, except that the duties and supervision of the employees shall be determined by the Miami CRA. Such employees shall adhere to any City rules and regulations regarding the reporting of employment time. (c) The City Attorney shall serve as counsel to the Miami CRA, unless the Miami CRA otherwise select a general counsel; and provided that the Miami CRA may select an individual or a law firm other than the City Attorney to serve as general counsel and nothing herein prohibits the Miami CRA from obtaining special counsel. (d) The City Clerk shall serve as the official custodian of records and documents for the meetings of the Miami CRA. The City Clerk, or his or her designee, shall keep the minutes of the proceedings of the Miami CRA, maintain a journal of all resolutions, publish notice of meetings as required by law, and perform all other clerical functions on behalf of the Miami CRA. (e) The City shall further provide the Miami CRA with the assistance of any other City employees, as available, for the services as planning, public works, computer technology, and other services as may be requested, upon the approval and concurrence of the City Manager. In furtherance of this provision, the City and Miami CRA shall agree on the services to be provided by city employees under this provision. (f) The City and Miami CRA shall enter into a reimbursement agreement for the use of city employees in furtherance of the provisions of this Agreement. 5.2 Selection of the Executive Director of CRA The Miami CRA is hereby authorized to select or contract with a person or consultant with the designated title of Executive Director for the Miami CRA, and to determine the qualifications, duties and compensation for such position. ARTICLE VI - RESPONSIBILITIES OF THE MIAMI CRA 6.1 Responsibilities of CRA (a) The Miami CRA shall be responsible for the planning, development, program management, technical assistance, coordination, project administration, monitoring and other services necessary for the completion of the Projects as provided in Exhibits A and B (Parts VI and VII), attached and incorporated hereto, and as may be amended from time to time. The Executive Director of the CRA shall be the party designated to manage all work and activities related to the Projects. (b) For the financing of projects in future years as part of the City's annual budget process, the Miami CRA shall prepare and submit to the City a proposal which identifies the projects or activities to be planned, designed, developed and implemented and carried out by the CRA prior to the appropriation, allocation and approval of the City's yearly budget. (c) Any amendments, modifications or alterations of the Projects as funded by the City on behalf of the CRA shall be by the Executive Director of the Miami CRA upon the written concurrence of the City. 6.2 Bi-Annual Reports to the City The Miami CRA shall provide to the City bi-annual status reports regarding the Projects. Such reports shall be provided to the City no later than April 30 and October 30 of each year. Any reports required pursuant to any related agreement shall be provided in accordance with the related agreement. ARTICLE VII - COOPERATION ON COMMUNITY REDEVELOPMENT INITIATIVES OMM/CRA 7.1 Mutual Cooperation Between the Parties. To further enhance the community redevelopment activities in the City, the City and Miami CRA hereby agree to: (a) Work together for the incorporation and support of the legislative priorities and initiatives of the Miami CRA into the City's legislative priorities and initiatives. In recognition of the mutual cooperation, the City shall expeditiously seek any City Commission approval, if required, of any legislative priority or initiative proposed by the Miami CRA. (b) Work cooperatively upon the approval of any legislative initiative of the Miami CRA. (c) Coordinate the delivery of municipal services associated with any Miami CRA Projects with the scheduling activities of the Project with the Miami CRA, except for law enforcement activities. ARTICLE VIII - ESTABLISHMENT OF FIVE YEAR PLAN 8.1 Establishment of Plan. (a) The City and Miami CRA shall provide for a five (5) year programmatic plan for projects and activities to be undertaken by the Miami CRA pursuant to this Agreement. (b) The Miami CRA hereby agrees to be responsible for the preparation of the five (5) year programmatic plan. Such plan shall be presented for review and acceptance to the City Commission. (c) The City hereby agrees to annually fund, subject to the availability of funds and appropriation by the City Commission, the overall elements of any plan approved by the City Commission. Any agreement by the City as to annual funding shall be provided by separate by a separate resolution. ARTICLE IX - EXECUTION OF RELATED AGREEMENTS 9.1 Execution of Any Required Agreements If the nature or use of the HUD Funds, Park Bond Funds or any other source of funding provided by the City pursuant to this Agreement require the City and Miami CRA to enter into any subagreements for the Projects or future projects, the parties shall enter into the necessary subagreement for the specific project. Such agreements shall be in accordance with any federal rules and regulations governing the use of HUD Funds, the applicable agreement governing the use of the Park Bond Funds, or any other applicable agreement or provisions of law. 9.2 Execution of Related Agreements All subagreements required to be entered pursuant to this provision by the City and the Miami CRA shall be executed by the Executive Director on behalf of the CRA and the City Manager on behalf of the City upon the approval of the City Commission. ARTICLE X - TERMINATION 10.1 Termination This Agreement shall terminate upon the dissolution of the Miami CRA or by a mutual agreement of the City and Miami CRA. Any termination of a subagreement shall be governed by the specific provisions as set forth within the subagreement. ARTICLE XI - REPRESENTATIONS; WARRANTIES; COVENANTS 11.1 Representations and Warranties and Covenants of the City The City represents, warrants and covenants to the Miami CRA that each of the following statements is presently true and accurate: (a) The City is a validly existing municipal corporation organized under the laws of the State of Florida, has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations under this Agreement and each document contemplated hereunder to which it is or will be a party. (b) The Miami CRA shall coordinate all community redevelopment activities in the Redevelopment Areas, and the Miami CRA shall be able to seek supplemental and additional funding from other resources to support the Redevelopment Plans. (c) The City shall continue its routine and normal community redevelopment activities throughout the City, except as provided within this Agreement. (d) This Agreement has been duly authorized by all necessary action on the part of, and has been, or will be, duly executed and delivered by the City, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof, (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the City is a party, or (iii) contravenes or results in any breach of, or default under, or the City results in the creation of any lien or encumbrance upon any property of the City. (e) This Agreement constitutes a legal, valid and binding obligation of the City, enforceable against the City in accordance with the terms hereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (f) There are no pending or, to the knowledge of the City, threatened actions or proceedings before any court or administrative agency of the City, or against any officer of the City, which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transaction contemplated hereunder of the financial condition of the City. (g) The City has a continuing obligation to pay and shall continue to pay the guaranteed entitlement for the $11,500,000 Community Redevelopment Revenue Bonds issued November 8, 1990; and the City shall continue to pay the debt service on the Section 108 loan in the amount of $4,800,000, secured by the United States Department of Housing and Urban Development, which was obtained in 1990 and drawn upon in 1994 to assist in the retirement of the subject Community Redevelopment Revenue Bonds. (h) The City shall continue to fulfill its obligations to deliver and provide municipal services in the Redevelopment Areas and the City at large, and should there be a conflict relative to the provision and delivery of services a decision of the City Attorney shall control. (i) The City encourages the Miami CRA to apply for and seek state, federal and corporate grants and support to minimize the impact on the City's taxpayers relative to the disbursement of federal funds to the City. 11.2 Representations and Warranties and Covenants of the CRA The Miami CRA represents and warrants to the City that each of the following statements is presently true and accurate: (a) The Miami CRA is a body corporate and politic under the laws of the State of Florida,separate and distinct from the City, has all requisite corporate power and authority to carry on it business as now conducted and to perform its obligations under this Agreement and each document contemplated hereunder to which it is or will be a party. (b) This Agreement has been duly authorized by all necessary action on the part of, and has been or will be, duly executed and delivered by the Miami CRA. (c) This Agreement, when entered, constitutes a legal, valid and binding obligation of the Miami CRA, enforceable against the Miami CRA in accordance with the terms hereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' ` N,!, a! 9 rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) The Miami CRA shall timely fulfill, or cause to be fulfilled, all of the conditions expressed herein which are within the control of the Miami CRA or which are the responsibility of the Miami CRA to fulfill. (e) During each year of this Agreement, and the obligations under this Agreement, shall be in effect, the Miami CRA shall cause to occur and to continue to be in effect those agreements, instruments, and documents which are its responsibility under this Agreement. (f) A copy of any applications made by the Miami CRA to obtain grants of moneys from resources or entities, including the Federal Government, other than the City shall be be provided to the City. (g) The Miami CRA agrees to apply for state, federal and corporate grants and support to minimize the impact on the City's taxpayers related to the disbursement of federal funds to the City. XII - MISCELLANEOUS 12.1 Meeting Notices to City Manager The Miami CRA shall provide the City Manager with notices of all of its regular and special board meetings. 12.2 Entire Agreement This Agreement, its attachments and any related agreements entered as provided herein constitute the entire agreement of the parties hereto. 12.3 Modification or Amendment This Agreement may be amended in writing by the mutual agreement of the City and the Miami CRA, at any time and from time to time. 12.4 Severability If the City's obligations are found to be invalid or if any one or more of the covenants, agreements or provisions of this Agreement should be held contrary to any express provision of law, or contrary to any policy or expresses law, although not expressly prohibited, or against public policy, or shall, for any reason whatsoever, be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Agreement, which shall remain in full force and effect. 12.5 Term This Agreement shall become effective upon execution by the City and Miami CRA, and upon filing with the Clerk of the Circuit Court of Miami Dade County, Florida, as provided in Section 12.10 hereof; and shall expire upon termination as provided in Article 10 hereof. 12.6 Assignment This Agreement shall not be assigned by the Miami CRA, in whole or in part, without the prior written consent of the City, which may be withheld or conditioned, in the City's sole discretion. 12.7 No Member Liability. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member of the governing body or agent or employee of the City or the Miami CRA in its, his/her or their individual capacity, and neither the members of the governing body of the City or the Miami CRA, nor any official executing this Agreement shall be liable personally or shall be subject to any accountability for reason of the execution by the City of Miami CRA of this Agreement or any act pertaining thereto. 12.8 Notices It is understood and agreed between the parties that written notice addressed to the City Manager or to the Executive Director of the Miami CRA and mailed, certified/return receipt, or hand delivered to the address appearing on page one (1) of this Agreement shall constitute sufficient notice to either party. 12.9 Controlling Law All covenants, stipulations, obligations and agreements of the City and Miami CRA contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of the City and the Miami CRA, respectively, to the full extent authorized by the Act and provided by the laws of the State of Florida. Proper venue for any proceedings pertaining to this Agreement shall be in Miami Dade County, Florida. 12.10 Filing and Effective Date This Agreement shall become effective immediately upon the execution by proper officers of the City and the Miami CRA, and upon filing with the Clerk of the Circuit Court of Miami Dade County, Florida, as required by Section 163.01(11), Florida Statutes. The date of such filing with the Clerk of the Circuit Court shall be the 'Effective Date of this Agreement. IN WITNESS WHEREOF, the parties hereto have entered into this Interlocal Cooperation Agreement as of the day and year first above written. CITY OF MIAMI, FLORIDA LIM Donald Warshaw, City Manager ATTEST: Walter Foeman, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY City Attorney SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OMM117I , , _ ;7 4 �. By: Arthur E. Teele, Jr. Chairman ATTEST: Walter Foeman, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY Holland & Knight LLP, Counsel OMNI AREA COMMUNITY REDEVELOPMENT AGENCY Arthur E. Teele, Jr., Chairman ATTEST: Walter Foeman, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY Holland & Knight LLP, Counsel Rev. November 9, 1998 MIA1 #859259 vl