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PROFESSIONAL SERVICES AGREEMENT REGARDING NEIGHBORHOOD REVITALIZATION AGREEMENT FOR SERVICES (OWNER) NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows: This INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is made this day of , 19___ by and between HENRY MOORE BUILDING COMMUNITIES, INC., a Georgia corporation, having its principal place of business at 636 1/2 E. victory Drive, Savannah, Georgia 31405 ("Contractor"), and CITY OF CLEARWATER, a municipal corporation, having its principal place of business at 112 S. Osceola Avenue, Clearwater, Florida 33758 ("Agency"). I. Scope of Agreement Contractor shall provide the professional services (hereinafter "Services") specified in Exhibit "B", entitled "Services", attached hereto and incorporated herein by reference. Contractor shall commence, perform, and complete such Services and be compensated by Agency for such Services in accordance with Exhibit "B" and as set forth herein. Contractor shall have the right to refuse to perform specific requests by Agency to provide these Services upon written notice to the Agency. II. Term This Agreement shall remain in effect from the date first stated above until final completion of the Services by Contractor, not to extend past February 10, 1999 and acceptance of such Services by Agency, unless sooner terminated as below provided. III. Contractor Responsibilities In addition to all other obligations contained herein, Contractor agrees: A. to provide all material, equipment, labor and supplies in such quantities and of the proper quality to professionally and timely perform the Services; B. to proceed with diligence and promptness and hereby warrants that such Services shall be performed in accordance with the usual professional workmanship and service standards in the field of Contractor's expertise to the reasonable satisfaction of Agency; C. to comply, at its own expense, with the provisions of all state, local and federal laws, regulations, ordinances, requirements, and codes which are applicable to the performance of the Services hereunder or to Contractor; 1 D. that Contractor is an independent contractor and not the agent, employee or servant of the Agency, and that: 1. contractor does not have the authority to act for the Agency, or to bind the Agency in any respect whatsoever, or to incur any debts or liabilities in the name of or on behalf of the Agency; 2. Contractor has and hereby retains full control of and supervision over the performance of Contrac- tor's obligations hereunder and full control over any persons employed by Contractor for performing the Services hereunder; 3. CONTRACTOR SHALL SATISFY ALL TAX AND OTHER GOVERNMENTALLY IMPOSED RESPONSIBILITIES AS AN EMPLOYER AND/OR INDEPENDENT CONTRACTOR INCLUDING, BUT NOT LIMITED TO, PAYMENT OF STATE, FEDERAL AND SOCIAL SECURITY TAXES, UNEMPLOYMENT TAXES, WORKER'S COMPENSATION AND SELF-EMPLOYMENT TAXES; 4 . NEITHER FEDERAL, STATE OR LOCAL INCOME TAX, NOR PAYROLL TAX OF ANY KIND SHALL BE WITHHELD OR PAID BY THE AGENCY; NOR SHALL WORKER'S COMPENSATION INSURANCE BE OBTAINED BY THE AGENCY COVERING THE CONTRACTOR'S EMPLOYEES, IF APPLICABLE. 5. Contractor understands and agrees that, as an independent contractor, its employees will receive no benefits of any type from the Agency; 6. that all Services are to be performed solely at the risk of Contractor and Contractor shall take all precautions necessary for the proper and sole performance thereof; and 7. the engagement contemplated by this Agreement does not create any relationship of joint venture or partnership. IV. compensation A. PaYment For the satisfactory performance of the Services hereunder, Agency shall pay Contractor the fixed or Contract rate specified in Exhibit "B" and any attachments for such Services within 30 days after receipt of contractor's invoice. All paYments under this Contract will be to the trade or business name of the Contractor. The failure of the Agency to comply with the payment schedule and provisions in this agreement shall be a default by the Agency. 2 B. Invoices contractor shall submit invoices for all Services performed. Such invoices shall be in form and content contained in Exhibit tIC" attached hereto and by reference incorporated herein unless the Agency and Contractor agree to another form. In the event that Agency disputes any item on an invoice, Agency shall notify Contractor of this disputed item within five (5) business days of receipt of the invoice. Agency will approve payment of items on an invoice that are not in dispute and Agency and Contractor will proceed to negotiate, arbitrate, or litigate the disputed items as specified elsewhere in this Agreement. V. Notice Any notice required to be in writing by any party to this Agreement shall be transmitted to any other party entitled to receive the same by personal delivery or mail delivery by certified mail or Federal Express or its equivalent to the addresses of the receiving parties as follows: As to Agency: Henry Moore Building communities, Inc. Attn: Henry Moore, President 636 1/2 East victory Drive Savannah, GA 31405 City of Clearwater Attn: Michael Roberto, City Manager 112 S. Osceola Avenue Clearwater, FL 33758 As to Contractor: Any party to this Agreement may designate such other address in writing to each other party. Evidence of the delivery of notice shall be sufficient if a receipt of the addressee is shown (as to mailed or personal delivery or Federal Express or its equivalent) or in the event of refusal to accept the same, that the delivering party produces a receipt showing the date of attempted delivery or an affidavit establishing attempted personal delivery. The date of notice shall be deemed the date of delivery or receipt or refusal to accept notice. VI. Subcontractors contractor may hire subcontractors with the prior express written approval of the Agency. The Agency shall not be obligated to make any payments to or for the benefit of any subcontractor. Each subcontract shall make express reference to this Agreement (with or without the exhibits at contractor's discretion) and shall be subject to the terms, conditions and provisions of this Agreement. 3 VII. Termination A. Agency agrees not to terminate this Agreement during the Contract period except for cause. "Cause" shall be a material breach of the Contractor's obligation to the Agency which will cause damage or loss. Termination for cause by the Agency will be accomplished by giving the Contractor five (5) calendar days written notice stating the cause. At the time of termination, Agency shall be released from any and all obligations under this Agreement provided that, in the event of termination, the Contractor shall be paid for Services satisfactorily performed to the date of termination, less any amounts previously prepaid if the value of Services provided to the time of termination equals the amount of invoices submitted by the Contractor. B. If the Agency terminates the Agreement other than cause, the Agency shall pay the Contractor outstanding invoices for Services to the date termination and Contractor's other direct costs profit as contemplated in the engagement. for all of and ~ this agreement, to Contractor, for indirect, in . nsequen ~ profits suffered the Agency shall be Ii , special, . cluding VIII. Authority by ~ractor. Each party has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement. Each party further acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. IX. Exhibits The following exhibits are attached hereto and by reference incorporated herein. All exhibits, charges, modifications, additions, deletions, or corrections shall be signed by all parties. Exhibit "A": Exhibit "B": Exhibit "C": standard Terms and Conditions Services Sample Invoice Format X. Enforcement and Waiver The failure of either party in anyone or more instances to insist upon strict performance of any of the terms and provisions of this Agreement shall not be construed as a waiver of the right to assert any such terms and provisions on 4 any future occasion or of damages caused thereby. XI. Miscellaneous A. B. () D. E. F. G. H. Except as herein otherwise provided, this Agreement shall inure to the benefit of and shall be binding upon the parties, their heirs, personal representatives, successors and assigns, as applicable. This Agreement may be executed in one or more counterparts consisting of an original and one or more duplicate originals, each of which so executed shall be deemed to be an original, and each counterpart shall constitute and be one and the same instrument for purposes of introduction into evidence in any legal proceeding. This Agreement shall be deemed to have been executed in the state of CQOrgi3 and ~nstrued according to the laws of that state. ".t'.0C0\. I\'v-- This writing terminates and supersedes all prior agreements between the parties hereto pertaining to the subject matter herein whether orally or in writing and consti tutes the entire agreement between the parties hereto subj ect only to modification by a subsequent writing of equal formality with this instrument executed by the parties hereto and making reference to the same. If any provision of this Agreement is contrary to any existing or future statute or judicial decision of any court, neither the validity nor the effectiveness of any of the other terms or provisions of this Agreement shall be affected thereby. The headnotes or titles to the sections of this Agreement are inserted only as a matter of convenience and for reference, and in no way confine, limit, or describe the scope or intent of any section of this Agreement or in any way affect this Agreement. In the construction, interpretation or enforcement of this Agreement, whenever the singular or plural, masculine, feminine or neuter, shall be employed, such references shall be deemed interchangeable whenever it is necessary to preserve the form and intent of this Agreement. In the event of any conflict between a time of performance or the occurrence of an event with any other on the same subject, that which grants more time shall preva i l. In the event of any conf 1 ict between any standard, duty or provision with any other on the same subject, that which favors the party to be benefitted by 5 that matter shall prevail. I. The failure to exercise a right or remedy, to declare a default or insist upon any performance required of another party shall not be deemed a waiver of the same and the waiver of any such item or matter shall not be deemed a waiver of a future failure of the same item or matter. The failure to insist upon the due and timely performance of any time due or obligation or the variation of any procedure, right or undertaking shall not be deemed a mutual departure as to any future or other matter. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to sign this AGREEMENT FOR SERVICES as of the date first stated above. Contractor: HENRV MOORE BUILDING COMMlrnI IES, INC. ay : ,---j ,t1-v---1- Henry ore, President Tax ID Number: 58-2391665 Executed before the undersigned on the day of , 19___ (SEAL) Notary Public, Chatham County, Georgia Agency: ]Y OF CLEARWATER By: ~ Michael Roberto, City Manager Tax 10 Number: (D. ~.~~~ER& ~ . · .IlnI18. 2IXXI .... . 8llIlIS) 1lIIllNW FMlIllllWD. II:. SEH\18773\ClEAR~ATER 6 Exhibit -A- STANDARD TERMS AND CONDITIONS Attached to Agreement for Services MOORE BUILDING COMMUNITIES, INC., CLEARWATER, as Agency, dated (" Agreement" ) between HENRY as Contractor, and CITY OF , 19_ I. publication, Reproduction, and Use of Material As a condition to the Agreement, Contractor agrees to provide Agency two copies of all written materials used during any training or technical assistance provided under Exhibit "B" "Services". Contractor may not use any reports, data, or other materials prepared specifically for each training for any other use whatsoever without the written consent of Agency. II. confidentiality Any reports, information, or data given to or prepared or assembled by the Contractor under this Agreement which the Agency requests in writing to be kept confidential shall not be made available to any individual or organization by the Contractor without the prior written approval of the Agency. Contractor is entitled to retain copies of all data, working papers, interim documents, memoranda and reports produced under this Agreement. However, nothing contained herein shall prevent the disclosure of such information if compelled by legal process, and in the event thereof, only after notice to Agency. III. Audits and Inspections Upon reasonable notice, Agency may inspect any books, records, or other materials of Contractor that pertain directly to this Agreement. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to initial this Exhibit "A" as of the date first stated above. ~ Agency Contractor Exhibi't -B- SERVICES Attached to Agreement for Services MOORE BUILDING COMMUNITIES, INC., CLEARWATER, as Agency, dated ("Aqreement") between HENRY as Contractor, and CITY OF , 19 I. Scope of Services SEE SCOPE OF SERVICES ON ATTACHMENT .ONEH. II. Time SEE COMPLETION TIMES BY PHASES ON ATTACHMENT HTWOH. III. Compensation ComDensation shall be as Drovided in each Attachment to this Exhibit and shall be earned upon the completion of each task or billable portion of a task. Contractor shall bill Agency on a monthly basis for the prior month's work. Each bill shall include original receipts for all reimbursable expenses. Agency shall not pay Contractor more than actual expenses, not to exceed the allowable per diem according to Federal regulations and policy adjusted for travel location. These evaluation forms shall be submitted to Agency prior to any approval for final payment for the evaluated Services. Agency is not required to pay any taxes, (including, but not limited to, Federal, state, local, Social Security, or Worker's Compensation) benefits or provide any other compensation of any kind with respect to the performance of work under the Agreement, its exhibi ts and Attachments. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to initial this Exhibit "B" as of the date first stated above. F- Agency Contractor . "1iII'l ~ Scope of Services City of Clearwater Scope 1. Perform an assessment of the city's Community Housing and Urban Development Program (CHUD) 2. Recommend a neighborhood revitalization strategy to the city manager 3. Guide and provide directions to city staff in the management of neighborhood initiatives Phase one Staffing Analyze existing conditions and recommend the organizational structure and staffing plan for Community Housing and Urban Development Services. Determine staffing required for managing, coordinating and directing city driven initiatives. Identify requirements to strengthen and enhance grantsmanship for non profits and city federal programs. Leadership Determine appropriate personnel to lead neighborhood initiatives. Recommend a process for getting city senior managers to assume responsibility for supporting neighborhood initiatives. Recommend a process to ensure that all managers are working toward the goals established by this initiative. Neighborhood Vision and Strategy There are two steps to this strategy. Step one: Develop recommendations for connecting the One City One Future vision to neighborhoods. A method of communication with neighborhood leaders will be recommended. Step one will also EXHIBIT "B" tTTACHMENT "ONE" "'-~.,i. : focus on strategies to engage city departments directing city services to reduce blighting conditions. Step two: Develop recommendations to engage residents in community work that can be sustained. Step two will be accomplished during the implementation of phase one recommendations. Resident Capacity Evaluate neighborhood association and block level activity. Recommend strategies to improve participation. Recommend strategies to help build connection between residents and city government. Compliance Determine current audit, monitoring and compliance initiatives and ensure that there is sufficient protection for the city, HUD and Inspector General. Phase Two Public policy tools Evaluate current public policy tools to determine adequacy for future community improvement initiatives. Determine if additional ordinances are needed or if existing ordinances should be revised. Capacity of housing development non profits Review the performance of each housing development nonprofit and determine if they have untapped potential. Evaluate to determine how the city can leverage their capacity and strengthen each existing organization. Housing production management Examine how the city can improve housing production. Determine requirements for significant production improvements over 3.5 years. The recommendations may include restructuring Community Development allocations. Resources Determine what resources are available for community improvement work and recommend linking new resources to current programs. Evaluation Recommend a system for evaluating the performance of the city's neighborhood development actions and nonprofit partners. Exhibit B-Attachment "TWO" Services, Payment & Schedule 1. Schedule Phase one of services will be provided by February 10, 1999. This phase includes preparing a comprehensive assessment of Community Housing and Urban Development and developing a neighborhood revitalization strategy. The assessment ofCHUD and the development of the neighborhood strategy will be completed by February 10, 1999. The assessment includes an analysis of staffing requirements, examination of leadership responsibilities, detennination of resident base capacity, and a review of the compliance function for community development. The neighborhood vision and strategy will focus on eliminating blighting conditions and getting residents involved to support this work. A process for implementing the strategy will be recommended. The assessment includes field visits with residents, city senior management and support staff. Recommendations will be prepared for city management by February 10, 1999. Phase two will review community development public policy tools, housing production capacity, resources and program evaluation component. Phase two will begin once the phase one assessment is completed. Phase one schedule requires being on site monthly collecting data, conducting interviews, and reviewing files. Work on site will be perfonned four to five days monthly. Work off site will include data analysis, report preparation, providing feedback to staff and providing guidance to city management on the implementation of the components of the neighborhood strategy. Work off site will require three to five days monthly until February loth, when the initial assessment will be complete. 2. Payment & Payment schedule Payment for these services shall cost $24,500. Work shall be completed prior to February 10, 1999. Invoice number one shall be submitted on December 31,1998 for initial assessment, data collection, site visits, interviews and staff direction and management support. Invoice number two shall be submitted on January 31, 1999 for draft recommendations, outline of report, site visits and staff meetings, data collection and analysis. Final invoice will be submitted on or before February 10, 1999 for completed first phase product. ~ Exhibit .C. SAMPLE INVOICE FORMAT Attached to Agreement for services MOORE BUILDING COMMUNITIES, INC., CLEARWATER, as Agency, dated ("Agreement") as Contractor, , 19_. between HENRY and CITY OF HENRY MOORE BUILDING COMMUNITIES, INC. 636 1/2 E. victory Drive Savannah, Georqia 31405 58-2391665 Date: To: city of Clearwater Attn: Michael Roberto, City Manager 112 S. Osceola Avenue Clearwater, FL 33758 Re: Invoice # Invoice: Task (per TPA description) Number of hours spent on each task Hourly billing rate/subtotal cost of time Expenses (itemized and dated) Subtotal of costs for each TPA task area Total reimbursement request (Signature of Contractor] Summary of Budget invoices and current balance on a spreadsheet Total Budget for Contract Services: Contractor invoice: (date] Contractor invoice: (date] Contractor invoice: CUrrent $24,500.00 $ $ $ $ Contractor budqet balance (DATE) Please remember that original invoices for expenses are to be submitted when invoicing Agency for services and expense reimbursement. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to initial this Exhibit "C" as of the date first stated above. Agency Contractor City of Clearwater Project Deliverables The consultant will provide the City with the following deliverables on or before February 10, 1998. The consultant will prepare a report to the City identifying recommendations for each of the following areas in Phase One of the plan: 1. Staffing deliverables Recommend the organizational structure and staffing plan for Housing, Neighborhood Services and Planning. Adequate staffing is needed to plan, manage, coordinate and direct city driven initiatives. Recommendations will outline staffing requirements for Housing and Community Development Divisions designed to increase housing production by 200/0 per year beginning in the year 2,000. 2. Leadership deliverables Recommend who should lead this initiative and propose training for this position. Senior managers in other key departments such as police, fire and public works must see the vision and agree to assume responsibility to support achieving it. Recommendations will describe who will lead neighborhood work, neighborhood planning, and housing development initiatives. 3. Neighborhood vision and strategy deliverables There are two parts to this strategy. Part one requires getting management and line staff to see the One City One Future vision as it is applied to neighborhoods and to work as a team to eliminate the blighting conditions that harm neighborhoods. Recommendations will outline strategies the city can do to build staff support for neighborhood collaboration. Part two requires engaging residents in community work and sustaining their work. Recommend strategies for neighborhood development, resident involvement, code enforcement and housing development. The second part of this strategy will be accomplished during implementation of phase one recommendations 4. Resident base capacity deliverables Evaluate neighborhood association and block level activity. Recommend strategies to improve participation. Recommend strategies to help build stronger connection between residents and city government. These strategies will include city wide neighborhood initiatives, neighborhood association projects and block level work. 5. Compliance deliverables Determine current audit, monitoring and compliance initiatives and ensure that there is sufficient protection for the city, HUD and the Inspector General. Recommend strategies for ensuring that the city meets compliance test and monitoring standards.