Racine Co Community Development Program Agreement

Racine Co Community Development Program Agreement

This Community Development Program Agreement (the Agreement) is entered into by and between Provider Name: (Provider) and Participant Name: (Participant) effective as of the Effective Date specified below.

RECITALS

WHEREAS, Provider administers community development funds and programs intended to promote affordable housing, economic development, and community revitalization within the County; and

WHEREAS, Participant seeks funding and program services to carry out the activities described in this Agreement and represents that it has the capability to perform the Scope of Work in compliance with applicable laws, regulations, and program requirements; and

WHEREAS, Provider and Participant desire to set forth the terms under which Participant will perform the work and Provider will provide program funds or other consideration.

PROGRAM IDENTIFICATION

SCOPE OF WORK

Participant shall perform the services and activities described below in a professional manner consistent with industry standards and applicable program requirements.

PAYMENT TERMS

Subject to Participant's satisfactory performance and submission of required invoices and reports, Provider shall pay Participant an aggregate program amount of USD. Payments will be made in accordance with the schedule and invoicing requirements set forth below.

Late payments shall accrue interest at the lesser of the maximum rate permitted by law or percent per month on any undisputed overdue balance. Provider shall not be liable for payments for work not properly invoiced or not in compliance with this Agreement.

TERM AND TERMINATION

This Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience by providing written notice at least days prior to the intended termination date. Provider may terminate immediately for cause upon written notice if Participant materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to employees, agents, contractors, or auditors with a need to know who are bound by confidentiality obligations no less protective than those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was known to Recipient prior to disclosure by Discloser without confidentiality obligations; (iii) is received from a third party without breach of any obligation; or (iv) is independently developed without use of Discloser's Confidential Information. If Recipient is compelled by law to disclose Confidential Information, Recipient shall give Discloser prompt written notice to the extent permitted and cooperate with Discloser in seeking a protective order or other remedy.

COMPLIANCE, RECORDS, AND AUDIT

Participant shall perform all activities in compliance with applicable federal, state, and local laws, ordinances, regulations, and program rules. Participant shall maintain books, records, and supporting documentation related to performance and financial transactions under this Agreement for a period of not less than six (6) years following final payment or longer if required by law. Provider or its authorized representatives shall have the right to inspect and audit Participant's records and facilities upon reasonable notice during regular business hours.

INSURANCE; INDEMNIFICATION

Participant shall maintain insurance coverage appropriate to the scope of services, including general liability and workers' compensation as required by law. Participant shall indemnify, defend, and hold Provider harmless from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Participant's breach of this Agreement or negligence, except to the extent caused by Provider's gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without regard to its conflicts of law principles. Parties shall attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved in the courts located in the county in which Provider's principal office is located, and each party consents to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any attachments, exhibits, or incorporated documents, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has the authority to enter into this Agreement and that the person signing on its behalf is authorized to do so. Participant further represents that the information provided to Provider for the purposes of this Agreement is true, complete, and accurate.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. Notices required under this Agreement shall be in writing and delivered to the contact information provided above.

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