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HomeMy WebLinkAboutCity of Tamarac Resolution R-2001-116April 24, 2001 - Temp Reso #9378 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2001-116 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO APPROVE AND EXECUTE AN AGREEMENT BETWEEN THE CITY OF TAMARAC AND THE COMMUNITY REDEVELOPMENT ASSOCIATES OF FLORIDA, INC. (CRA) TO PROVIDE ADMINISTRATIVE SERVICES FOR THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FOR A MAXIMUM ANNUAL RATE OF 17.5 PERCENT (17.5%) OF THE ANNUAL GRANT ALLOCATION AND TO PROVIDE ADMINSTRATIVE SERVICES FOR THE STATE OF FLORIDA'S STATE HOUSING INITIATIVES PARTNERSHIP PROGRAM (SHIP) GRANT FOR A MAXIMUM ANNUAL RATE OF 10 PERCENT (10%) OF THE ANNUAL GRANT ALLOCATION, WITH ALL TERMS AND CONDITIONS CONTAINED AS PROVIDED FOR IN THE PIGGYBACKED CONTRACT BETWEEN THE CITY OF PEMBROKE PINES AND THE COMMUNITY REDEVELOPMENT ASSOCIATES OF FLORIDA, INC.; CASE NO. 18-MI-01; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac desires to seek and efficiently maintain Federal and State grants which provide enhanced services or programs to eligible residents in the City of Tamarac; and April 24, 2001 - Temp Reso #9378 2 WHEREAS, the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) and the State's State Housing Initiatives Partnership Program (SHIP) grants require significant administrative services to process eligible applications or to monitor eligible programs, prepare all necessary reports and documents throughout the year; and WHEREAS, the City of Pembroke Pines, Florida had advertised pursuant to accepted purchasing practices forfull administrative services on both the CDBG and SHIP grants for their city; and WHEREAS, as a result of the competitive bid process utilized by the City of Pembroke Pines, Community Redevelopment Associates of Florida, Inc. was awarded the contract for CDBG and SHIP administration for the City of Pembroke Pines; and WHEREAS, the City of Tamarac finds the terms and conditions that were advertised for bid by the City of Pembroke Pines and ultimately awarded to the Community Redevelopment Associates of Florida, Inc. (attached hereto as Attachment "A") to be acceptable and appropriate for a "piggyback" purchasing opportunity which allows another jurisdiction to use the bid process and final award to contract with the successful bidder; and WHEREAS, the Community Redevelopment Associates of Florida, Inc. (CRA) has agreed to contract with the City of Tamarac for the grant administration provisions of the City of Pembroke Pines contract as per the attached agreement and letter (attached hereto as Exhibit 1 "); and April 24, 2001 - Temp Reso #9378 3 C, WHEREAS, the Director of Community Development recommends approval; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to authorize the appropriate City Officials to approve and execute an agreement between the City of Tamarac and the Community Redevelopment Associates of Florida, Inc. (CRA) to provide administrative services for the U. S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) for a maximum annual rate of 17.5 percent (17.5%) of the annual grant allocation and to provide administrative services for the State of Florida's State Housing Initiatives Partnership Program (SHIP) grant for a maximum annual rate of 10 percent (10%) of the annual grant allocation with all terms and conditions contained as provided for in the piggybacked contract between the City of Pembroke Pines and the Community Redevelopment Associates of Florida, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. 1 April 24, 2001 - Temp Reso #9378 4 SECTION 2: That the City Commission authorize the appropriate City Officials to approve and execute the Agreement Between the City of Tamarac and the Community Redevelopment Associates of Florida, Inc. (CRA) (attached hereto as Exhibit 1 ") for grant administration services for the City's State Housing Initiatives Partnership (SHIP) in an amount not to exceed 10% of the City's annual allocation and U.S. Department of Housing and Urban Development (HUD) Community Development Block (CDBG) Grant, in an amount not to exceed 17.5% of the City's annual allocation, with all the terms and conditions as contained in the piggybacked contract for said services between the City of Pembroke Pines and the Community Redevelopment Associates of Florida, Inc. (CRA) (attached hereto as Attachment "A"). SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. 1 SECTION 5: passage and adoption. April 24, 2001 - Temp Reso #9378 5 This Resolution shall become effective immediately upon its PASSED, ADOPTED AND APPROVED this 9t" day of May, 2001. ATTEST: ""'k" MARION _SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. 2 - MITCHELL S. KF CITY ATTORN commdev\u:\pats\userdata\wpdata\res\9378reso 1 JOE SCHREIBER MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER � 6GX DIST 1: COMM. PORTNER DIST 2: COMM. MISHKIN�j DIST 3: V/M SULTANOF DIST 4: COMM. ROBERTS EXHIBIT "1 TEMP RESO #9378 AGREEMENT BETWEEN THE CITY OF TAMARAC AND COMMUNITY REDEVELOPMENT ASSOCIATES OF FLORIDA, INC. THIS AGREEMENT is entered into this day q+h of � 2001 between the City of Tamarac, a municipal corporation with principal offices located at 7525 NW 88t" Avenue, Tamarac, Florida 33321 ("the City") and Community Redevelopment Associates of Florida, Inc. (CRA), a corporation with principal offices located at 10221 Taft Street, Suite 2, Pembroke Pines, Florida 33026- 2841 (Contractor) for the purpose of providing CDBG and SHIP Program Administration to the City of Tamarac. The parties hereby agree to the following terms and conditions. In return for valuable consideration in an amount not to exceed 17.5 percent (17.5%) of the annual allocation of the U. S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) grant and not to exceed 10 percent (10%) of the annual allocation of the State Housing Initiatives Partnership (SHIP) grant, Contractor shall comply with the terms and conditions within the City of Pembroke Pines Contract RFP-AD-00-02 attached hereto as Attachment "A". The CDBG grant period from which expenditures can be made is October 1 through September 30 of each year, and the SHIP grant period from which expenditures can be made is July 1 through June 30 of each year. All terms and conditions of contract documents set forth in Attachment "A" are incorporated herein as if set forth in full, except as modified by the specific requirements pertinent to the City of Tamarac as set forth herein and incorporated as if set forth in full. Upon execution of this Agreement, all references made to the City of Pembroke Pines Contract RFP-AD-00-02 in Attachment "A" shall be interpreted as pertaining to Tamarac, and all terms and conditions of Attachment "A" shall be deemed as having been implemented for use within the City of Tamarac. It is understood that wherever the words "agency name" or "agency board name" appear, they shall be read as "City of Tamarac" and "City of Tamarac Commissioners." This agreement and attached Attachment "A" constitute the entire agreement between the City and the Contractor, Community Redevelopment Associates of Florida, Inc. (CRA). EXHIBIT "1 TEMP RESO #9378 Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the following addresses. CITY City Manager City of Tamarac 7525 NW 88th Avenue Tamarac, FL 33321 With a copy to the City Attorney at the same address. CONSULTANT Martin Larsen, President Community Redevelopment Associates of Florida, Inc. 10221 Taft Street Suite 2 Pembroke Pines, FL 33026 IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. The City of Tamarac, through its Mayor and Community Redevelopment Associates of Florida, Inc. (CRA) through Martin Larsen, President, duly authorized to execute same. CITY OF TAMARAC By:"e. /` oe Schreiber, Mayor Date: 5-/5o/ ATTEST: 441 °1By- J y aMiller, City Manager Marion Swe son, CIVIC City Clerk, Date: S J -o / ATTEST: ( rporate Secretary �. Type/P nt Name of Corporate Secy (CORPORATE,SF;AL) Date: -5- 1 a-o f form and legal NWhell . Kraft, C"orney Date: COMMUNITY RE�DELOPMENT ASSOCIATES O L RIDA, INC. /IIIIi�� f, /6 Type/Print Name of President Date: `/��F�© t EXHIBIT "1 TEMP RESO #9378 STATE OF FLORIDA COUNTY OF ka4t-0 ACKNOWLEDGEMENT 6& I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Martin Larsen, President of Community Redevelopment Associates of Florida, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he executed the same. r WITNESS my hand and official seal this day of IHQlti , 2001. NOTAWr PUBLIC, Slate of Florida at Large (Name of Notary Public: Print, Stamp, or Type as Commissioned) ( "Personally known to me or ( ) Produced Identification Type of I.D. Produced ( ) DID take an oath, or ( DID NOT take an oath. RM OTARYSMAZEBEOKHA►ION NUMBER53428 SI EVIRES 22 2004 Community - Redevelopment Associates of Florida, Inc.' Urban Affairs Consultants Gic.Real Estate Brokers' Health Care `Government/LegiSlation Finance Campaign Logistics •_ -Real Estate April 24, 2001 Jeffrey L. Miller, City (Manager City of Tamarac 7525 NW 881' Avenue Tamarac, Florida 33321 ; Dear Mr. Miller: ; Community Redevelopment Associates of Fl, Inc. (CRA), hereby agrees to extend the terms and conditions as stated in the City of Pembroke Pines Contract, to the City of Tamarac. Specifically, as it relates to the following; 1. Community Development Block Grant (CDBG) Administration at a percentage not to ;exceed 17.5% of the City's annual allocation from the U.S. Department of Housing acid Urban Development (HUD). Administration shall include all .aspects of grant administration, management,' monitoring and research; as related to the grant, to meet compliance with all HUD regulations, current and future. The contract period shall be consistent with the CDBG , program year beginning, October 1 to September 30 of each year.-. 2. State Housing Initiatives Partnership (SHIP) Program Grant Administration not to exceed 10% of the State of Florida Housing Finance Corporation annual allocation. Administration shall include all aspects of grant administration, nnanagement, monitoring and research, as related to the grant, to meet compliance with all SHIP and Florida Housing Finance Corporation grant regulations, current and future. The contract period shall be consistent with the SHIP Pro_ grain year, beginning July l to June 30 of each year. Enclosed is our Certificate of Insurance. Sincerely An ew- co i Senior Vice President Respond to: ❑ 10221 Taft Street Suite 2 • Pembroke Pines,- FL 33026-2841' (954) 431-7866 FAX (954) 431-6882' ❑ 108 So. Monroe Street, Ste. 203 Tallahassee, FL 32301 • (850) 222-9599 FAX: (850).222-8923 "1 M4r 14 01 02:31p r Community Redevelopment ATTACHMENT "A" 9544316882 TEMP RESO #9378 p.2 AGREEMENT .FAs THIS IS AN AGREEMENT, dated the,2& day of - y ( , 2000, between: THE CITY OF PEMBROKE PINES, a municipal corporation organized and operating under the laws of the State of Florida, located at 10100 Pines Boulevard, Pembroke Pines, Florida, hereinafter referred to as "CITY", and COMMUNITY REDEVELOPMENT ASSOCIATES OF FLORIDA, INC., a Florida corporation, located at 10221 Taft Street, Suite 2, Pembroke Pines, Florida, hereinafter referred to as "CONSULTANT" . WITNESSETH: WHEREAS, the City of Pembroke Pines receives federal funding for community redevelopment services in the form, of Community Development Block Grant ("CDBG") Funds; and WHEREAS, the City of Pembroke Pines receives funding from the State of Florida for related services in the form of State Housing Initiative Program ("SHIP") Funds; and WHEREAS, CONSULTANT has furnished services to the City with respect to the utilization of the above -referenced funds for the past seven (7) years; and WHEREAS, the City desires to enter into this Agreement for the continuance of the above -referenced services for an additional two (2) years with the option for the City to renew for a third year thereafter; In consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, CITY and CONSULTANT agree as follows: Section 1. SERVICES AND RESPONSIBILITIES 1.1 Basic Services. CONSULTANT agrees to perform the consulting services described in Exhibit "A" attached hereto and by this reference made a part hereof. 1.2 CONSULTANT shall furnish all services, labor, equipment, and materials necessary and as may be required in the performance of this Agreement and all work performed under this Agreement shall be done in a professional manner. JFK:ss 17-64)0 Page I of 9 760185. pp\agmt.2000\CRA .doc Mar, 14 01 02:32p Cammunity Redevelopment 9544316882 p.3 Section 2. CONSULTANT REPRESENTATION OF EXPERTISE 2.1 CONSULTANT hereby represents to CITY, with full knowledge that CITY is relying upon these representations when entering into this Agreement with CONSULTANT, that CONSULTANT has the professional expertise, experience and manpower to perform the services to be provided by CONSULTANT pursuant to the terms of this Agreement. Section 3. TIME FOR PFRFORMANCE 3.1 This Agreement shall commence, and CONSULTANT shall perform the basic services as identified. in Exhibit "A" hereof on July 1, 2000 and terminate on June 30, 2002, unless terminated sooner in accordance with the provisions of Section 7 hereof. CITY may renew this Agreement for a one (1) year term, subject to available funding, CONSULrANT's mutual consent and satisfactory performance, and CITY's determination that renewal will be in the best interest of the CITY. 3.2 Prior to beginning the performance of any services under this Agreement, CONSULTANT must receive a written Notice to Proceed from CITY. Minor adjustments to the timetable for completion approved by CITY in advance, in writing, will not constitute non- performance by CONSULTANT per this Agreement. Additional services requested by CITY, or changes in scope, will be reviewed and any impact on the schedule determined and the schedule modified accordingly. Section 4._ DELAY IN PERFORMANCE 4.1 Licit idated Damages_ for Dela 4.1 A CITY shall be entitled to retain the sum of Fifty Dollars ($50.00) for each day, or part thereof, that the work remains uncompleted beyond the date set forth in Section 3.1 hereof. It is recognized and agreed that damages in such event are difficult of ascertainment, though great and irreparable, and that this agreement with respect to liquidated damages shall in no event disentitle CITY to injunctive relief, and this sum is not construed as a penalty. 4.1.2 Anything to the contrary notwithstanding minor adjustment to the timetable for completion approved by CITY in advance, in writing, will not constitute a delay by CONSULTANT for which liquidated damages are due. Furthermore, a delay due to an Act of God, fire, lockout, strike or labor dispute, riot or civil commotion, act of public enemy or other cause beyond the control of CONSULTANT shall extend this Agreement for a period equal to such delay and during this period such delay shall not constitute a delay by CONSULTANT for which liquidated damages are due. Section COMPENSATION AND METHOD OF PAYMENT 5.1 CITY agrees to compensate CONSULTANT for all services performed by CONSULTANT pursuant to the provisions of this Agreement, based on the hourly rate Fee Schedule set forth in Exhibit "B" attached hereto and made a part hereof, provided, however, ,>'1cs5 1 7-6-00 Page 2 of 9 760185. pp\agmt.2000\CR A .doc Mar-. 14 U1 02s 32p Community Redevelopment 9544316882 p.4 this amount may not be exceeded without a written amendment to this Agreement. 5.2 Method f Billing and Payment, 5.2.1 CONSULTANT shall be entitled to invoice biweekly, identifying the nature of the work performed, and including the total hours and job classifications of persons performing the work. 5.2.2 CITY will make its best efforts to pay CONSULTANT within fifteen (15) days of receipt of proper invoice the total shown to be due on such invoice. 5.2.3 Payment will be made to CONSULTANT at. - Community Redevelopment Associates of Florida, Inc. 10221 Taft Street, Suite 2 Pembroke Pines, Florida 33026-2541 Section 6. CHANGES IN SCOPE OF WORK 6.1 CITY or CONSULTANT may request changes that would increase, decrease or otherwise modify the Scope of Services to be provided under this Agreement. Such changes must be in accordance with the provisions of the Code or Ordinances of the CITY and must be contained in a written amendment, executed by the parties thereto, with the same formality and with equality and dignity prior to any deviation from the terms of this Agreement, including the initiation of any extra work. In no event will the CONSULTANT be compensated for any work which has not been described in a separate written agreement executed by the parties hereto. Section 7. MISCELLANEOUS 7.1 Ownership of Documents. Reports, surveys, studies and other data provided in connection with this Agreement are and shall remain the property of CITY whether or not the project for which they are made is completed. 7.2 Termination. 7.2.1 This Agreement may be terminated by either party for cause, or by the CITY for convenience, upon thirty (30) days written notice by the CITY to CONSULTANT in which event the CONSULTANT shall be paid its compensation for services performed to termination date. In the event that the CONSULTANT abandons this Agreement or causes it to be terminated, he shall indemnify the CITY against any loss pertaining to this termination up to a maximum of the full contracted fee amount. All finished or unfinished documents, data, studies, surveys, and reports prepared by CONSULTANT shall become the property of CITY and shall be delivered by CONSULTANT to CITY. 7.2.2 This Agreement shall commence and expire as provided in Section 3.1 hereof unless terminated sooner by either party in accordance with section 7.2,1 hereof. ,FK!sa 17-6-00 Page 3 of 9 760185. pp\agmt.2000\CRA.dOC MaI7,�14 U1 02:32p Community Redevelopment 9544316882 p.5 CONSULTANT agrees that it shall be subject to annual review by the CITY of its performance under this Agreement. 7.3 Records. CONSULTANT shall keep such records and accounts and require any and all subconsultants to keep records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to this engagement, and any expenses for which CONSULTANT expects to be reimbursed. Such books and records will be available at all reasonable times for examination and audit by CITY and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for disallowance by CITY of any fees or expenses based upon such entries. 7.4 Indemnification. T4.1 CONSULTANT shall indemnify and save harmless and defend the CITY, its trustees, elected and appointed officials, agents, servants and employees fronn and against any claim, demand or cause of action of whatsoever kind or nature arising out of error, ornission, or negligent act of CONSULTANT, its agents, servants or employees in the performance of services under this Agreement, excluding bona fide statements/expressions of opinion., set forth as such, and contained in the Report, for all costs, losses and expenses, including but not limited to, damages to persons or property, judgments and attorneys' fees arising out of or in connection with the services performed by the CONSULTANT pursuant to this Agreement. 7.4.2 CONTRACTOR shall indemnify CITY for all loss, damage, expense or liability including, without limitation, court costs and attorneys' fees that may result by reason of any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other proprietary right relating to services furnished pursuant to this Contract. CONTRACTOR will defend and/or settle at its own expense any action brought against the CITY to the extent that it is based on a claim that products or services furnished to CITY by CONTRACTOR pursuant to this Contract, or if any portion of the services or goods related to the performance of the service becomes unusable as a result of any such infringement or claim. 7.4.3 The parties recognize that various provisions of this Agreement, including but not necessarily limited to this Section, provide for indemnification by the CONSULTANT and that Florida Statutes §725.06 requires a specific consideration be given therefor. The parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by CONSULTANT. Furthermore, the parties understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in filll force and effect as to the party's responsibility to indemnify. 7.5 Insurance. 7.5.1 The CONSULTANT, shall not commence work under this contract until he has obtained all insurance required under this paragraph and such insurance has been approved by the ,nc:ss 17-6M Page 4 of 9 76K)185. pp\agmt.2000\CRA.doe Mar 14 C'l 02.32p Community Redevelopment 954431GO82 p.6 Risk Manager of the City nor shall the CONSULTANT allow any Subcontractor to commence work on his sub -contract until all similar such insurance required of the subcontractor has been obtained and approved. 7.5.2 Certificates of insurance, reflecting evidence of the required insurance, shall be filed with the Risk Manager prior to the commencement of the work. 'These Certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least thirty days (30) prior written notice has been given to the City. Policies shall be issued by companies authorized to do business under the laws of the State of Florida. 7.5.3 Policyholders and Financial Ratings must be no less than "A" and Class X respectively in the latest edition of "Bests Key Rating Guide", published by A.M. Best Guide. 7.5.4 Insurance shall be in force until all work required to be performed under the terms of the Contract is satisfactorily completed as evidenced by the formal acceptance by the City. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this contract, then in that event, the CONSULTANT shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the contract and extension thereunder is in effect. The Contractor shall not continue to work pursuant to this contract unless all required insurance remains in full force and effect. 7.5.5 REQUIRED INSURANCE 7.5.5.1. COMPREHENSIVE GENERAL LIABILITY insurance to cover liability bodily injury and property damage. Exposures to be covered are: premises, operations, products/completed operations, and certain contracts. Coverage must be written on an occurrence basis, with the following limits of liability: A. Bodily Injury 1, Each Occurrence $1,000,000 2. Annual Aggregate 1,000,000 B. Property Damage 1. Each Occurrence 1,000,000 2. Annual Aggregate 1,000,000 C. Personal Injury Annual Aggregate 1,000,000 D. Completed Operations and Products Liability shall be maintained for two (2) years after the final payment. E. Property Damage Liability Insurance shall include Coverage for the following hazards: X - explosion, C - Collapse, 1.1 - underground. IFK:Ss 17-6-00 Page 5 of 9 760185.pp\agnit.2000\CPA . dnc Mar 14 01 02;33p Community Redevelopment 954431GO82 p.7 7.5.5.2. WORKERS COMPENSATION insurance shall be maintained during the life of this contract to comply with statutory li nits for all employees, if required and in the case any work is sublet, the CONSULTANT shall require the Subcontractors similarly to provide Workers Compensation Insurance for all the latter's employees unless such employees are covered by the protection afforded by the CONSULTANT. The CONSULTANT and his subcontractors shall maintain during the life of this policy Employers Liability Insurance. The following limits must be maintained: A. Workers Compensation Statutory B. Employer's Liability $ 500,000 per occurrence The CONSULTANT shall hold the City of Pembroke Pines, Florida, their agents, and employees, harmless on account of claims for damages to persons, property or premises arising out of the operations to complete this contract and name the City as an additional insured under their policy. The City reserves the right to require any other insurance coverage it deeans necessary depending upon the exposures. 7.6 Independent Contractor. This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the CONSULTANT is an independent contractor under this Agreement and not the City' employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. The CONSULTANT shall retain sole and absolute discretion in the judgment of the manner and means of carrying out CONSULTANT's activities and responsibilities hereunder. The CONSULTANT agree that it is a separate and independent enterprise from the City, that it has full opportunity to find other business„ that it has make its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the CONSULTANT and the City and the City will not be liable for any obligation incurred by CONSULTANT, including but not limited to unpaid minimum wages and/or overtime premiums. 7.7 Assignments: Amendments. 7.7.1 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances, by CONSULTANT, without the prior written consent of CITY. However, this Agreement shall run to the CITY and its successors and assigns. 7.7.2 It is further agreed that no modification, amendment or alteration in the terms or conditions contained here shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. JFK:ss 17-6-un Page 6 of 9 760185 , pp\ agent. 2000\C RA . doc Mar 14 Q'1 02:33p Community Redevelopment 9544316802 p.8 7.8 Personnel. The parties acknowledge that the CONSULTANT has identified by position in the professional association, by services to be performed, by personnel classification, by qualification or any combination of same, certain key personnel to perform certain portions of the services related to the project and that CITY has relied on such identifications in selecting the CONSULTANT to perform the services described herein. CONSULTANT agrees that it shall submit to CITY in writing any proposed change, replacement or removal of such persons from the project or froin the services they have been identified to perform for approval by the CITY. 7.9 Subconsultants. Subconsultants, if needed will be subject to the prior written approval of the CITY. 7.10 No Contingent Fees. CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 7AI Notice. Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, hand delivered or by facsimile transmission with proof of receipt addressed to the party for whom it is intended and the remaining party, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the CONSULTANT and the CITY designate the following as the respective places for giving of notice: City: Charles F. Dodge, City Manager City of Pembroke Pines 10100 Pines Boulevard Pembroke Pines, Florida 33025 Telephone No. (954) 431-4884 Facsimile No. (954) 437-1149 Copy To: Samuel S. Goren, Office of the City Attorney Josias, Goren, Cherof, Doody, Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Telephone No. (954) 771-4500 Facsimile No. (954) 771-4923 Jr-x:ss 1 7-ram, Page 7 of 9 760185.pp\agmL 2IX1U\C RA. doe Ma.r 14 Cf1 02.34p Community Redevelopment 9544316882 p.y Consultant: Community Redevelopment Associates of Florida, Inc. 10221 Taft Street, Suite 2 Pembroke Pines, Florida 33026-2841 Telephone No. (954) 431-7866 Facsimile No. (954) 431-6882 Copy To: Alan Baseman Atlas, Perlman, Tropp & Borkson P.A. 350 East Las Olas Boulevard Suite 1700 Fort. Lauderdale, Florida 33301 Telephone No. (954) 766-7820 Facsimile No. (954) 766-7800 Notice shall be deemed to have been given upon receipt. 7.12 Binding Authority_ Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 7.13 Head inus. Hearings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement. 7.14 Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits if not physically attached should be treated as part of this Agreement and are incorporated herein by reference. 7.15 Severabili . If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 7.16 Governing Law. This Agreement shall be governed by the laws of the State of Florida with venue lying in Broward County, Florida. 7.17 Extent of Agreement. This Agreement represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. 7.18 Materiality and Waiver. The Parties agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. Failure of either party to insist upon strict performance of any provision or condition of this Agreement, or to execute any right therein contained, shall not be construed as a J VKK s' 17-6M Page 8 of 9 760185. pp\a8mt.2000\CRA. dog Maw .14 Q"1 02:34p Community Redevelopment 9544316882 P-10 waiver or relinquishment for the future of any such provision, condition, or right, but the same shall remain in full force and effect. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. AT" , T: LEEN M. , CITY CLERK APPR ED-AST F I E OF THE TY ATTORNEY WITNESSES: _ STATE OF FLORIDA COUNTY OF BROWARD CITY BY: MAYOR ALE G. FEKETE CONSULTANT BY: AR IN LARSEN, PRESIDENT BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Martin Larsen, President, as the proper official of CONSULTANT, for the use and purposes mentioned in it and they affixed the official seal of the corporation, and that the instrument is the act and deed of that corporation. This individual is personally known to me, or produced as identification. IN WITNESS OF THE FM have se my hand and official seal at in the State and County aforesaid on thisU:.� LIC My Conunission Expires: �,•y� Katherine B Randall * *MY Commission CC742646 e Expires May 14, 2002 JrK:ss 1 7-6-M Page 9 of 9 760185. pp\agmt.2000\C RA. dac Ma.r 14 CT1 02:34p Community Redevelopment 954431GO82 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "A" SCOPE OF SERVICES 1, Administrative Services as required by statute for: A) the Community Development Block Grant (CDBG) program B) the State Housing Investment Partnership (SHIP) program 2. Administration, management, monitoring and research as it related to the aforementioned programs. 3. Generalized urban affairs consultation and grant writing subject to Sections 5 and 6 of the agreement. Ma,r 14 01 02.35p Communitu Redevelopment 954431GB82 p.12 Description Review Supervisor Project Supervisor Project Coordinator(s) Associate(s) Research Assistants Administrative Assistant/Clerical Data Processing (Input/Analysis) EXHIBIT "B" FEE SCHEDULE Rate $125.00 per hour $ 95.00 per hour $ 50.00 to 75.00 per hour $ 25.00 to 40.00 per hour $ 9.50 per hour $ $ .50 per hour Total compensation for administrative and monitoring services shall not exceed 17.5 % of each Community Development Block Grant Program fiscal year allocation and 10 % of each State Housing Initiative Partnership Program fiscal year allocation unless modified in writing. Subject to Sections 5 and 6 of this Agreement, compensation can be modified for additional services rendered.