COOPERATIVE ENDEAVOR AGREEMENT
BETWEEN
THE CITY OF MANDEVILLE AND NORTHSHORE COMMUNITY FOUNDATION,
INC.
BE IT KNOWN AND REMEMBERED, that this agreement has been entered into and is
effective as of this _____ day of ______ 2015 between the:
City of Mandeville, a Louisiana Municipal Corporation represented herein by the Honorable
Donald Villere, Mayor, domiciled at 3101 East Causeway Approach, Mandeville, Louisiana
70448; hereinafter referred to as the “City”; and,
Northshore Community Foundation, a Louisiana Non Profit Corporation domiciled at 610
Holycrest Boulevard, Covington, Louisiana 70433; hereinafter referred to as “NCF”, and
represented herein by Susan Bonnett by virtue of a resolution of its board of Directors and is
attached hereto and made a part hereof.
WHO DECLARE AS FOLLOWS:
WHEREAS, Mandeville has a rich history which has been contributed to by many cultures; and,
WHEREAS, this has resulted in a unique culture of Mandeville as shown by its people.
architecture, customs, food and music; and,
WHEREAS, the study and preservation of Mandeville’s history and culture is deemed a public
purpose of the City; and,
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WHEREAS, NCF and the City believe that the appointment of NCF as the agent of the City to
apply for grants, and to identify and facilitate donations that would be beneficial to the study,
preservation and development of the City’s history and culture; and,
WHEREAS the civic development of the Rest-a-While property on the Mandeville Lakefront
could provide a significant contribution for efforts to preserve, study and develop the City’s
unique history and culture; and,
WHEREAS, in order to solicit funds for the development of the Rest-A-While site a business
plan is necessary; and,
WHEREAS, NCF has agreed to provide a business plan as provided in this agreement.
NOW THEREFORE, in consideration of the mutual covenants set out below, the parties
agree and contract to the following obligations:
I.
The Northshore Community Foundation obligations are:
1.
To diligently identify and facilitate government and private funding opportunities;
2.
To secure the approval from the City of any efforts to regarding such grants, donations or
other funding;
3.
To act in a prudent, responsible fiduciary in performing the duties of agent of the City as
provided herein;
4.
To facilitate the administration of all grants secured by the efforts of NCF for the City
unless the parties agree to otherwise in writing;
5.
With regard to the Rest-a-While property NCF shall:
A.
Provide a business plan which is suitable for the purpose of fundraising and is
realistic, practical and appropriate as a guideline to the management of the
property;
B.
Should a third party be hired to provide such plan, that contract shall be approved
by the Mayor of the City of Mandeville;
C.
NCF shall deliver such business plan within one hundred twenty (120) days of
this contract.
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II.
The City of Mandeville obligations are:
1.
The City hereby by these presents appoints NCF as its agent solely in the following
matters:
A.
To apply for and administer grants from State Government, Federal Government
and private sources for the promotion, preservation, study, development and education regarding
the history and culture of Mandeville; in particular, to provide such services with regard to the
acquisition funding, development and management of the property situated at the Rest-a-While
location on the Mandeville Lakefront;
B.
Pay NCF up to Twenty-Five thousand ($25,000.00) to provide a business plan for
the Rest-a-While property that is in keeping with the development of the history and culture of
Mandeville; one-half of such payment shall be payable at the execution of a contract to provide
such plan and one-half upon the delivery and acceptance of the plan;
C.
Pay NCF Five Thousand and no/100 ($5,000.00) Dollars for operation support
payable at the execution of a contract to provide such plan and one-half upon the delivery and
acceptance of the plan.
D.
To cooperate with NCF in the above activities after they have been approved by
the City.
E.
III.
Designate a city official as a liaison between NCF and the City;
AFFIDAVIT:
Both parties agree and hereby attest that they have thoroughly read and reviewed the entire
agreement and are familiar with all of the terms and conditions. Both parties attest that they have
the authority to sign on behalf of their agency.
IV.
A.
MISCELLANEOUS PROVISIONS:
Entire Agreement
This agreement constitutes the entire agreement between the Parties concerning the
aforementioned agreement, and shall supersede all prior negotiations, representations or
understandings, whether written or oral.
B.
Amendment
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This Agreement may be amended only by written instrument executed by the authorized
representatives of each party, and no oral agreement shall be binding on either party unless / until
reduced to writing.
V.
TERM OF AGREEMENT:
This Agreement shall begin as of April 1, 2015 and terminate on April 1, 2016.
VI.
TAX LIABILITY
Contractor hereby agrees that the responsibility for payment of any taxes from the
funds thus received under this Agreement and/or legislative appropriation shall be the
Contractor's obligation, identified under Contractor's Federal Tax Identification Number: 611517784.
VII.
TERMINATION FOR CONVENIENCE
Either party may terminate this Agreement at any time by giving thirty (30) days
written notice. The City may amend this Agreement due to budgetary reductions or changes
in funding priorities by the City upon giving thirty (30) days written notice.
It is hereby agreed that, the City may amend this Agreement due to budgetary
reductions or changes in funding priorities by the City, and to the extent that funds are no
longer available to pay or reimburse the Contractor for the services to be rendered under the
terms of this Agreement, the Contractor shall be relieved from any further obligation to
perform any of the such services to be rendered under the terms of this Agreement.
VIII.
TERMINATION FOR CAUSE
The City may terminate this Agreement for cause based upon the failure of the
Contractor to comply with the terms and/or conditions of this Agreement, provided that the
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City shall give Contractor written notice specifying Contractor's failure. If within thirty (30)
days after receipt of such notice, the Contractor shall not have either corrected such failure or,
in a case which cannot be corrected in thirty (30) days, begun in good faith to correct said
failure and thereafter proceeded diligently to complete such correction, then the City may,
at its option, place the Contractor in default and this Agreement shall terminate on the date
specified in such notice. The Contractor may exercise any rights available to it under
Louisiana law to terminate for cause upon the failure of the City to comply with the terms and
conditions of this Agreement; provided that the Contractor shall give the City written notice
specifying the City's failure and a reasonable opportunity for the City to cure the defect.
IX.
REMEDIES FOR DEFAULT
In the event the Contractor defaults on this Agreement, breaches the terms of this
Agreement, ceases to do business or ceases to do business in Louisiana during the term of
this Agreement, this Agreement shall be terminated as provided in Section XI above, and
within thirty (30) days of such termination the Contractor shall repay to the City the amount of
all funds disbursed to the Contractor under this Agreement for all services not yet performed
or completed or not satisfactorily performed or completed.
X.
CANCELATION TERMS
If this agreement is cancelled both parties will work together to make the transition easy so
that the public is not affected.
XI.
OWNERSHIP OF MATERIALS
All records, reports, documents and other materials delivered or transmitted to
Contractor by the City shall remain the property of the City, and shall, upon request, be
returned by Contractor to the City, at Contractor's expense, at the termination or expiration of
this Agreement. Subject to any and all intellectual property rights retained by the third party
strategic consulting firm or firms engaged to create the Plan, all records, reports,
documents, or other materials related to this Agreement and delivered or transmitted to the
City by Contractor in connection with the performance of the services contracted for herein
shall become the property of the City at the termination or expiration of this Agreement.
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XII.
ASSIGNMENT OF INTEREST
Contractor shall not assign any interest in this Agreement and shall not transfer any
interest in same (whether by assignment, novation or otherwise), without the prior written
consent of the City; provided however, that claims for money due or to become due to
Contractor from the City may be assigned to a bank, trust company, or other financial
institution without such prior written consent. Notice of any such assignment or transfer shall
be furnished promptly to the City. The City shall in all cases pay only the Contractor for
services provided. The Contractor shall directly pay any assignments out of any payments
received from the City, and shall hold harmless the City from any liability or responsibility in
connection therewith.
XIII.
FISCAL FUNDING
The continuation of this Agreement is contingent upon the appropriation of funds to
fulfill the requirements of the Agreement by the City of Mandeville. If the City fails to
appropriate sufficient monies to provide for the continuation of this Agreement, or if such
appropriation is reduced by any means provided in the appropriations act, or for any other
lawful purpose, and the effect of such reduction is to provide insufficient monies for the
continuation of the Agreement, this Agreement shall terminate on the date of the beginning of
the first fiscal year for which funds are not appropriated.
XIV.
DISCRIMINATION CLAUSE
The Contractor agrees to abide by the requirements of the following as applicable: Title
VI of the Civil Rights Act of 1964 and Title VII of the Civil Rights Act of 1964, as
amended by the Equal Employment Opportunity Act of 1972, Federal Executive Order
11246 as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's
Readjustment Assistance Act of 1974, Title IX of tl1e Education Amendments of 1972, the
Age Discrimination Act of 1975, the Fair Housing Act of 1968 as amended, and Contractor
agrees to abide by the requirements of the Americans with Disabilities Act of 1990.
Contractor agrees not to discriminate in its employment practices, not to
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discriminate against participants, and that Contractor will render services under this
Agreement without discrimination, and without regard to race, color, religion, sex, national
origin, veteran status, political affiliation, or disabilities.
Any act of discrimination committed by Contractor, or failure to comply with these
statutory obligations when applicable, shall be grounds for the termination of this Agreement.
XV.
HEADINGS
The Section "Headings" and paragraphs and their numerical and alphabetical notations,
for the purpose of this Agreement, are solely for the ease of reference.
XVI.
NOTICE OF INSUFFICIENCY
It is the responsibility of the Contractor to advise the City in advance if funds or terms
may be insufficient to complete objectives of this Agreement.
XVII.
CHOICE OF LAW
This is a Louisiana contract and all of its terms shall be construed in accordance with
and all disputes shall be governed by the laws of the State of Louisiana, of the United
States of America; and all parties submit themselves to the jurisdiction and venue of the 22"d
Judicial District Courts located in the Parish of St. Tammany, in the State of Louisiana, in
the event of any legal proceedings in connection with this Agreement.
XVIII.
ENTIRE AGREEMENT
This Agreement, together with any exhibits and/or attachments specifically
incorporated herein by reference, constitutes the entire agreement between the parties with
respect to the subject matter of this Agreement.
XIX.
NOTICES:
Any correspondence or notice required to be given by either party to the other shall be by U.S.
Mail addressed as follows:
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City of Mandeville
Honorable Donald Villere
Mayor, City of Mandeville
3101 East Causeway Approach
Mandeville, Louisiana 70448
Northshore Community Foundation
610 Holycrest Boulevard
Covington, Louisiana 70433
THIS AGREEMENT is executed in triplicate original on the dates hereinafter shown,
and in testimony whereof the parties have signed in their respective capacities in the presence of
the undersigned competent witnesses.
City of Mandeville
Signature:
Date:
Donald Villere
Mayor of the City of Mandeville
Witness:
Signature: ___________________________
Date:
Printed:
Northshore Community Foundation
Signature: ________________________________
Witness:
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Date:
Signature: ___________________________
Printed:
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Date: