AGREEMENT TO PROVIDE SERVICES REGARDING VIOLATIONS TO THE CITYS CODEAGREEMENT BETWEEN THE CITY OF CLEARWATER
AND PROPERTY REGISTRATION CHAMPIONS CORP (PRC) A FLORIDA
CORPORATION AND A COMMUNITY CHAMPIONS COMPANY
This Agreement is made as of this -2-1 day of tai , , 2017 by and between
Property Registration Champions Corp ( "PRC "), a Fl`6rida Corporation and a Community
Champions Company, with offices at 2725 Center Place, Melbourne, Florida 32940 and
the City of Clearwater, Florida, a Florida municipal corporation, P.O. Box 4748,
Clearwater, Florida 33758 ( "CITY ").
WHEREAS, because of an overwhelming number of mortgage foreclosures on
residential and commercial properties that are in violation of the City of Clearwater Code
of Ordinances and Community Development Code (collectively, "Code "), the care of
neglected lawns and exterior maintenance of structures is becoming a health and welfare
issue in the City of Clearwater; and
WHEREAS, in order to promptly and efficiently address the issues related to the
maintenance of foreclosed residential and commercial properties; the CITY Council
adopted Ordinance 8996 -17, the CITY's Foreclosure Property Registry ( "Ordinance ");
and
WHEREAS, pursuant to the Ordinance CITY desires to enter into this Agreement
with PRC in order to provide services authorized pursuant to the Ordinance to register
vacant, abandoned, and foreclosed properties so that CITY can properly address
violations of the CITY's Code; and
WHEREAS, PRC will also provide an electronic registration process that is cost -
free and revenue - generating for the CITY;
NOW THEREFORE, in consideration of the promises stated herein, City and
PRC mutually agree as follows:
1. PRC's RESPONSIBILITIES.
A. PRC will cite the CITY's Ordinance to mortgagees and proactively
contact those that file a public notice of default, lis pendens, foreclosure action,
and or take title to real property via foreclosure or other any legal means. PRC
will electronically provide for registration of foreclosed properties in violation of
applicable CITY ordinances.
B. PRC will pay for all expenses related to registration of all foreclosed
property, and all administrative costs and fees related thereto. PRC will
investigate, report, or take corrective measures monthly to update property status
of all foreclosure property electronically registered and in compliance with the
relevant CITY ordinances.
AGREEMENT BETWEEN THE CITY OF CLEARWATER
AND PROPERTY REGISTRATION CHAMPIONS CORP (PRC) A FLORIDA
CORPORATION AND A COMMUNITY CHAMPIONS COMPANY
C. PRC will charge a fee as directed by the Ordinance to each Registrant to
register all mortgagees who comply with the Ordinance ( "Registration Fee ").
PRC shall retain $100.00 of each collected registration fee and remit the balance
to the CITY in consideration of the services provided. PRC shall forward payment
of the CITY's portion of the registration fee to the CITY's Finance Department
no later than the 15th day of the following month during the term of this
Agreement.
D. PRC agrees to provide a website for the registration of each foreclosed
property in order to enable compliance with the CITY's ordinances. The website
will direct registrants to the CITY's website, and further direct traffic, via a
hyperlink, to www.VacantRegistry.com. The website found at
www.VacantRegistry.com will automatically allow lenders and/or responsible
parties to comply with the CITY's Property Registration Codes.
E. PRC will execute the CITY's website Link agreement and meet all CITY
IT security, and anti -viral requirements.
F. PRC responsibilities will commence on the effective date of this
agreement.
2. INDEMNIFICATION:
A. PRC shall indemnify and save harmless and defend the CITY , its trustees,
elected and appointed officials, agents, servants and employees from and against
any claim, demand or cause of action of whatsoever kind or nature arising out of
error, omission, or negligent act of PRC, its agents, servants or employees in the
performance of its obligations pursuant to this Agreement, for all costs, losses and
expenses, including but not limited to, damages to persons or property,
judgments, reasonable attorney's fees, paralegal expenses, and court costs at both
the trial and appellate levels arising out of or in connection with the operations
permitted under this Agreement.
B. Notwithstanding anything contained herein to the contrary, this
Indemnification provision shall not be construed as a waiver of any immunity to
which CITY is entitled or the extent of any limitation of liability pursuant to §
768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall
be interpreted as limiting or in any way affecting any defense CITY may have
under §768.28, Florida Statutes or as consent to be sued by third parties.
3. EFFECTIVE DATE and TERM. The effective date of this Agreement is the
date signed. This Agreement will terminate two (2) years from the effective date. In
AGREEMENT BETWEEN THE CITY OF CLEARWATER
AND PROPERTY REGISTRATION CHAMPIONS CORP (PRC) A FLORIDA
CORPORATION AND A COMMUNITY CHAMPIONS COMPANY
addition, the parties may agree to renew this Agreement for an additional (3) three- one
(1) year term(s) through the execution of a written amendment to this Agreement signed
by both parties.
4. TERMINATION. This Agreement may be terminated by either Party with or
without cause, upon thirty (30) calendar day's written notice. Upon termination by CITY,
PRC shall cease all work performed and forward to CITY any Registration Fees owed to
the CITY.
5. CONTRACT DOCUMENTS: The following list of documents which are
attached hereto as exhibits to this Agreement shall be incorporated into this Agreement,
as if fully set forth herein by reference:
A. CITY Ordinance 8996 -17, dated: March 2, 2017.
6. INSURANCE. PRC shall provide and maintain in force at all times during the
Agreement with the CITY, such insurance, including Workers' Compensation and
Employer's Liability Insurance, Comprehensive General Liability Insurance, Automobile
Liability Insurance and Errors and Omissions Insurance as will assure to Placentia the
protection contained in the foregoing indemnification undertaken by PRC.
A. Workers' Compensation Statutory limits with $100,000
Employers Liability.
B. Commercial General Liability Insurance with limits of no less than
$1,000,000.00. Bodily injury shall include operations and premises liability,
products and completed operations, owners, and contractor's protective liability
and personal injury liability.
C. Business Auto Liability coverage is to include bodily injury and property
damage arising out of operation, maintenance or use of any auto, including
owned, non -owned and hired automobiles and employee non - ownership with
limits of not less than $1,000,000.00 per occurrence.
D. Errors and Omissions Insurance limits of liability provided by such policy
shall be no less than $1,000,000.00 to assure CITY the indemnification specified
herein.
E. A Certificate of Insurance acceptable to the CITY shall be provided listing
the above coverages and providing 30 days prior written notice to the CITY in the
case of cancellation. The CITY shall be named as an additional insured and a
certificate holder on the Commercial, General, Automobile, and Professional.
Liability Policies with a waiver of subrogation on the Workers' Compensation
AGREEMENT BETWEEN THE CITY OF CLEARWATER
AND PROPERTY REGISTRATION CHAMPIONS CORP (PRC) A FLORIDA
CORPORATION AND A COMMUNITY CHAMPIONS COMPANY
Employer's Liability Policy. A copy of the certificate shall be mailed to the
CITY's Risk Management Department at the time PRC executes this Agreement.
7. OWNERSHIP AND USE OF DOCUMENTS. All information collected by
PRC from registering parties in connection with the registration of a property pursuant to
this Agreement shall be the property of the CITY, and shall be provided to CITY upon
request. PRC shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with PRC's
endeavors.
8. AUDIT AND INSPECTION RIGIITS AND RETENTION OF RECORDS.
A. CITY shall have the right to audit the books, records and accounts of PRC
that are related to this Agreement. PRC shall keep, in digital or hard copy format,
whichever format PRC so chooses, such book, records, and accounts as may be
necessary in order to record complete and correct entries related to this
Agreement. PRC shall preserve and make available, at reasonable times for
examination and audit by the CITY, all financial records, supporting documents,
statistical records, and any other documents pertinent to his Agreement for the
required retention period of the Florida Public Records Act (Chapter 119, Florida
Statutes). Such retention of such records and documents shall be at PRC's
expense. If an audit has been initiated and audit findings have not been resolved at
the end of the retention period the books, records, and accounts shall be retained
until resolution of the audit findings.
B. In addition to other contract requirements, PRC will be required to comply
with §119.0701, Florida Statutes, specifically to:
1. Keep and maintain public records required by CITY to perform the
service.
2. Upon request from CITY's custodian of public records, provide CITY
with a copy of the requested records or allow the records to be inspected
or copied within a reasonable time at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following
completion of the contract if the contractor does not transfer the records to
CITY.
4. Upon completion of the contract, transfer, at no cost, to CITY all
public records in possession of PRC or keep and maintain public records
AGREEMENT BETWEEN THE CITY OF CLEARWATER
AND PROPERTY REGISTRATION CHAMPIONS CORP (PRC) A FLORIDA
CORPORATION AND A COMMUNITY CHAMPIONS COMPANY
required by CITY to perform the service. If PRC transfers all public
records to CITY upon completion of the contract, PRC shall destroy any
duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If PRC keeps and maintains public
records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored
electronically must be provided to CITY, upon request from CITY's
custodian of public records, in a format that is compatible with the
information technology systems of CITY.
IF PRC HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO PRC'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, ROSEMARIE CALL AT 727 -562 -4090,
rosemarie.call(a myclearwater.com, and /or 112 S. Osceola Ave.,
Clearwater, FL, 33617
9. INDEPENDENT CONTRACTOR. This Agreement does not create an
employee /employer relationship between the parties. It is the intent of the parties that
PRC is an independent contractor under this Agreement and not the CITY's 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.
PRC shall retain sole and absolute discretion in the judgment of the manner and means of
carrying out PRC's activities and responsibilities hereunder. PRC agrees that it is a
separate and independent enterprise from the CITY, that it has full opportunity to find
other business, that it 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 PRC and the CITY and the CITY will not be liable for any obligation incurred
by PRC, including but not limited to unpaid minimum wages and/or overtime premiums.
10. NOTICES. Any notice required or permitted to be given by the provisions of this
Contract shall be conclusively deemed to have been received by a party hereto on the
date it is hand delivered to such party at the address indicated below (or at such other
address as such party shall specify to the other party in writing), or if sent by registered or
certified mail (postage prepaid) on the fifth (5th) business day after the day on which
such notice is mailed and properly addressed. For the present, PRC and the CITY
designate the following as the respective places for giving of notice:
AGREEMENT BETWEEN THE CITY OF CLEARWATER
AND PROPERTY REGISTRATION CHAMPIONS CORP (PRC) A FLORIDA
CORPORATION AND A COMMUNITY CHAMPIONS COMPANY
PRC
David Mulberry
President/CEO
6767 N. Wickham Road, Suite 500
Melbourne, FL 32940
Tel.: (321) 421 -6639
Fax.: (321) 396 -7776
CITY
William B. Horne II
City Manager
P.O. Box 4748
Clearwater, FL 33758
Tel.: 727 -562 -4040
Fax.: 727 -562 -4052
11. ASSIGNMENT. All assignments shall require mutual written consent of the
parties, which consent shall not be unreasonably withheld.
12. AMENDMENTS. It is further agreed that no modification, amendment or
alteration in the terms or conditions contained herein shall be effective unless contained
in a written document executed with the same formality and of equal dignity herewith.
13. LAWS AND ORDINANCES. PRC shall observe all laws and ordinances of the
CITY, county, state, federal or other public agencies directly relating to the operations
being conducted pursuant to this Agreement.
14. EQUAL EMPLOYMENT OPPORTUNITY. In the performance of this
Agreement, PRC shall not discriminate against any firm, employee or applicant for
employment or any other firm or individual in providing services because of sex, age,
race, color, religion, ancestry or national origin.
15. WAIVER. Any failure by CITY to require strict compliance with any provision
of this Agreement shall not be construed as a waiver of such provision, and CITY may
subsequently require strict compliance at any time, notwithstanding any prior failure to
do so.
16. SEVERABILITY. 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.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the State
of Florida with venue lying in Pinellas County, Florida.
18. ENTIRE AGREEMENT. This Agreement represents the entire and integrated
agreement between the CITY and the PRC and supersedes all prior negotiations,
representations or agreements, either written or oral.
AGREEMENT BETWEEN THE CITY OF CLEARWATER
AND PROPERTY REGISTRATION CHAMPIONS CORP (PRC) A FLORIDA
CORPORATION AND A COMMUNITY CHAMPIONS COMPANY
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
Countersigned:
-leOritlCreWCOc
George N. Cretekos
Mayor
Approved as to form:
a ew M.
Assistant Cit
ith
ttomey
CITY OF CLEARWATER, FLORIDA
By:
Attest:
6444-14/71-t
William B. Horne II
City Manager
Rosemarie Call
City Clerk
PROPERTY REGISTRY CHAMPIONS CORP
Serra U m C1 S ►a K l(
Pt
CFc�
By:
avid Mulberry
President/CEO