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HomeMy WebLinkAboutExhibitINTERLOCAL AGREEMENT This Interlocal Agreement is entered into this day of , 2006 (but effective as of ) by and between the Department of Off -Street Parking ("DOSP"), an agency and instrumentality of the City of Miami, and the City of Miami ("City") a municipal corporation of the State of Florida ("Provider"). RECITAL A. WHEREAS, The City's Office of Homeless Programs ("MHAP") engages a team of community outreach specialists ("COS") for the provision of services ("Services") in connection with the homeless in the City; and B. WHEREAS, DOSP wishes to engage the Services of MHAP to enhance the coverage of the City by the COS. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and DOSP agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be six (6) months commencing on the effective date hereof. 3. OPTION TO EXTEND: DOSP shall have one (1) option to extend the term hereof for a period of six (6) months, subject to availability and appropriation of funds. 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to DOSP that: (i) it possesses all qualifications and expertise for the performance of the Services; (ii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iii) the Services will be performed in the manner described in Attachment "A". 5. COMPENSATION: A. The amount of compensation payable by DOSP to Provider shall be based on the rates and schedules described in Attachment "B" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed $25,000 for the term hereof. B. Unless otherwise specifically provided in Attachment `B", payment shall be made within thirty (30) days. 6. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder DOSP, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by DOSP to Provider while Provider was in default shall be immediately returned to DOSP, Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the CoM:Homeless (2).doc 2 effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to DOSP for all expenses incurred by DOSP in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by DOSP in the re - procurement of the Services, including consequential and incidental damages. 7. • DOSP'S TERMINATION RIGHTS: A. DOSP shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 8. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of DOSP's, which may be withheld or conditioned, in DOSP's sole discretion. 9. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed CoM:Homeless (2).doc 3 given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO DOSP: Pedro G. Hernandez City Manager 444 SW 2" Avenue. 10th Floor Miami. FL 33130 Arthur Noriega Executive Director 180 NE 31d Street Miami. FL 33130 10. 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, word 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, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or 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 or limitation of its use. 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 properly authorized representatives of the parties hereto. 11. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 12. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents. 13. ENTIRE AGREEMENT: 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. 14. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. CoM,Homeless (2).doc 5 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Department of Off -Street Parking By: Print Name: Print Name: Arthur Noriega Title: Corporate Secretary Title: Executive Director CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: JORGE L. FERNANDEZ LeeAnn Brehm City Attorney Risk Management CoM:Homeless (2),doc 6