Item #11b Approval of Professional Services Agreement with Federal Property Registration Corp for the Administration of an Abandoned Property Program ire center __. Li v
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AGENDA ITEM COVER SHEET
Meeting Date: November 6, 2012
Item #
Reviewed By:
Contact Name: Lieutenant Mike Bryant Department Director: Chief Cha J. Brown
Contact Number: 407 - 905 -3160 ext. 3038 City Manager: Robert Frare4e `}y
Subject: Approval of Professional Services Agreement with Federal Property Registration
Corp. for the administration of an abandoned residential property program.
Background Summary:
An ordinance establishing a registration requirement for abandoned properties, or properties in the process of
foreclosure, will provide a database for police, fire, and code enforcement personnel to utilize immediately to
deter continued neglect of these properties and the negative effects they have on the community. Federal
Property Registration Corp. (http: / /www.vacantregistry.com) administers registries for municipalities throughout
the state of Florida, including Boynton Beach, Fort Myers, and Apopka. Should the Honorable Mayor and Board
of City Commissioners approve a Professional Services Agreement with Federal Property Registration Corp., the
registration process will be administered by the Federal Property Registration Corp. in exchange for a percentage
of the fees collected. The administration of the registry will include: records administration, providing internet
website registration, fee payment, fee collection, monthly financial and registration reporting, data tracking, and
status updates. Federal Property Registration Corp. will charge $200 per property per registration. From this
amount, the City of Ocoee will receive $100. The term of the agreement is one (1) year and the parties may
agree to renew the agreement for an additional two (2) one (1) year terms. The agreement may be cancelled by
either party immediately upon 30 days written notice.
Issue:
Should the Honorable Mayor and Board of City Commissioners approve a Professional Services Agreement
with Federal Property Registration Corp. for the administration of an abandoned residential property program by
"piggybacking" off of the City of Boynton Beach's agreement?
Recommendations
It is recommended that the Honorable Mayor and Board of City Commissioners approve a Professional Services
Agreement with Federal Property Registration Corp. for the administration of an abandoned residential property
program by "piggybacking" off of the City of Boynton Beach's agreement.
Attachments:
Copy of the Professional Services Agreement for the City of Boynton Beach.
Financial Impact:
$100 paid to the City of Ocoee per property per registration. The registration process will be administered by the
Federal Property Registration Corp. in exchange for a percentage of the fees collected. The administration of the
registry will include: records administration, providing internet website registration, fee payment, fee collection,
monthly financial and registration reporting, data tracking, and status updates.
Type of Item: (please mark with an "x")
Public Hearing For Clerk's Dept Use:
Ordinance First Reading Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
x Commission Approval
Discussion & Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney Robin Drage 10 -5 -12 N/A
Reviewed by Finance Dept. N/A
Reviewed by () N/A
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AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH
AND
FEDERAL PROPERTY REGISTRATION CORP.
This Agreement is made as of this i c i tCl day of , . 012 by and between
Federal Property Registration Corp, a Florida Corporation, wi ffices at 6767 N.
Wickham Rd., Suite 400, Melbourne, FL 32940 ( "FPRC "), and the City of Boynton
Beach, a Florida municipal corporation, with an address at 100 East Boynton Beach
Boulevard, Boynton Beach, FL 33435 (the "City ").
WITNESSETH:
WHEREAS, because of an overwhelming number of mortgage foreclosures on
residential and commercial properties that are in violation of the City of Boynton Beach
Code of Ordinances, the care of neglected lawns and exterior maintenance of structures is
becoming a health and welfare issue in the City of Boynton Beach; and,
WHEREAS, in order to promptly and efficiently address the issues related to the
maintenance of foreclosed residential and commercial properties, the City Commission
adopted Ordinance 09 -040, the City's Property Registration Ordinance (the
"Ordinance "); and
WHEREAS, pursuant to the Ordinance the City desires to enter into this
Agreement with FPRC in order to provide services authorized pursuant to Ordinance 09-
040, to register vacant, abandoned, and foreclosed properties so that the City can properly
address violations of the City's property maintenance codes (hereinafter '`foreclosed
property ").
WHEREAS, FPRC will also provide an electronic registration process that is
cost -free and revenue - generating for the City.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
and for other valuable consideration received, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
FPRC RESPONSIBILITIES
A. FPRC 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. FPRC will
electronically provide for registration of foreclosed properties in violation of
applicable City ordinances.
B. FPRC will pay for all expenses related to registration of all foreclosed
property, and all administrative costs and fees related thereto. FPRC will
investigate, report, or take corrective measures monthly to update property status
of all foreclosed property electronically registered and in compliance with the
relevant City ordinances.
C. FPRC will charge a fee of Two Hundred Dollars ($200.00) per applicant
to register all mortgagees who comply with Ordinance ( "Registration Fee').
FPRC shall remit fifty percent (50 %) of the Registration Fee to the City in
consideration of the services provided. FPRC shall forward payment of the City's
portion of the registration fee to the City's Finance Department no later than the
5 day of the month during the term of this Agreement.
D. FPRC agrees to provide a website for the registration of each foreclosed
property in order to enable compliance with the City's ordinances. The website
will direct registrants to the City's website, and further direct traffic, via a
hyperlink, to VacantRegistry(dot)com The website found at
VacantRegistry(dot)com will automatically allow lenders and /or responsible
parties to comply with the City's Codes.
E. FPRC, will execute the City's website Link agreement and meet all City
IT security, and anti -viral requirements.
2. Indemnification:
A. FPRC shall indemnify and save harmless and defend the City, its trustees,
elected and appointed officials, agents, servants and employees from and against
any claim, demand or cause of action of whatsoever kind or nature arising out of
error, omission, or negligent act of FPRC, its agents, servants or employees in the
performance of its obligations pursuant to this Agreement, for all costs, losses and
expenses, including but not limited to. damages to persons or property,
judgments, reasonable attorney's fees, paralegal expenses, and court costs at both
the trial and appellate levels arising out of or in connection with the operations
permitted under this Agreement.
13. The parties recognize that various provisions of this Agreement, including
but not necessarily limited to this Section, provide for indemnification by FPRC
and requires a specific consideration be given therefor. The parties therefore
agree that the sum of Ten Dollars and 00 /100 ($ 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 FPRC. 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
full force and effect as to the party's responsibility to indemnify. FPRC will
indemnify and hold City harmless for any negligent acts of FPRC or for any
violation of any intellectual property laws, contracts or statutes.
3. TERM. This Agreement will terminate one (1) year from the date it is executed
by the City. In addition, the parties may agree to renew this Agreement for an additional
two one (1) year terms.
4. TERMINATION. This Agreement may be terminated by either Party with or
without cause, immediately upon thirty (30) calendar days written notice. Upon
termination by City, FPRC shall cease all work performed hereunder 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. Request for Quotation for Administrator of Records for
Abandoned/Foreclosed /Vacant Properties — Quote #016.2120 -
12/JMA;
B. Response to Request for Quotation submitted by FPRC dated
November 28, 2011;
C. City Ordinance 09 -040, dated September 14, 2009;
6. INSURANCE. FPRC 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 CITY OF
BOYNTON BEACH the protection contained in the foregoing indemnification
undertaken by FPRC.
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 contractors
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/Employer's Liability Policy. A copy of the
certificate shall be mailed to the City's Risk Management Department at
the time FPRC executes this Agreement.
7. OWNERSHIP AND USE OF DOCUMENTS. All documents, records,
applications, files and other materials produced by FPRC in connection with the services
rendered pursuant to this Agreement shall be the property of the City, and shall be
provided to City upon request. FPRC shall be permitted to retain copies, including
reproducible copies, of drawings and specifications for information, reference and use in
connection with FPRC's endeavors. In the event of termination of this Agreement, any
reports, records, documents, forms, and other data and documents prepared by FPRC
whether finished or unfinished shall become the property of the City, and shall be
delivered by FPRC to the City Manager within seven (7) days of termination of this
Agreement by either party. Any compensation due to FPRC shall be withheld until all
documents are received as provided herein.
8. AUDIT AND INSPECTION RIGHTS AND RETENTION OF RECORDS.
A. City shall have the right to audit the books, records and accounts of FPRC
that are related to this Agreement. FPRC shall keep such book, records, and
accounts as may be necessary in order to record complete and correct entries
related to this Agreement. FPRC 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), if applicable, or, if the Florida Public Records Act
is not applicable, for a minimum period of three (3) years after termination of this
Agreement, unless FPRC is notified in writing by the City of the need to extend
the retention period. Such retention of such records and documents shall be at
FPRC's expense. If an audit has been initiated and audit findings have not been
resolved at the end of the retention period or three (3) years, whichever is longer,
the books, records, and accounts shall be retained until resolution of the audit
findings. If the Florida Public Records Act is determined by the City to be
applicable to FPRC's records, FPRC shall comply with all requirements thereof;
however, no confidentiality or non - disclosure requirement of either federal or
state law shall be violated by FPRC. Any incomplete or incorrect entry in such
books, records, and accounts shall be a basis for City's disallowance and recovery
of any payment upon such entry.
B. In addition, FPRC shall respond to the reasonable inquiries of any
successor companies and allow and successor companies to receive working
papers relating to matters of continuing significance. In addition, FPRC shall
provide a complete copy of all documents papers to the City, prior to any final
payment, in accordance with this Agreement.
9. INDEPENDENT CONTRACTOR. This Agreement does not create an
employee /employer relationship between the parties. It is the intent of the parties that
FPRC 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.
FPRC shall retain sole and absolute discretion in the judgment of the manner and means
of carrying out FPRC's activities and responsibilities hereunder. FPRC 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 FPRC and the City and the City
will not be liable for any obligation incurred by FPRC, including but not limited to
unpaid minimum wages and/or overtime premiums.
10. NOTICES. 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 delivery or facsimile transmission with receipt of delivery, 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. Notice shall be deemed
to have been given upon receipt. For the present, FPRC and the City designate the
following as the respective places for giving of notice:
CITY: City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425
Attention: City Manager
Copy To: James A. Cherof, City Attorney
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
FPRC: Rodney R. Brace, President
Federal Property Registration Corp.
6767 N. Wickham Road, Suite 400
Melbourne, FL 32940
Telephone No. (321) 421 -6639
Facsimile No. (321)
11. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned,
transferred or otherwise encumbered, under any circumstances, by FPRC without the
prior written consent of City. For purposes of this Agreement, any change of ownership
of FPRC shall constitute an assignment which requires City approval. However, this
Agreement shall run to the City and its successors and assigns.
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. CONTINGENT FEES. The parties acknowledge that Geoffrey B. Sluggett
and Associates, Inc., Relationship Manager, Independent Contractor and Consultant of
FPRC will receive a fee or a commission, to be paid by FPRC, as a result of the parties
executing this Agreement. Geoffrey B. Sluggett and Associates, Inc. is not a full -time
employee of FPRC and performs services for others.
14. 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.
15. LAWS AND ORDINANCES. FPRC 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.
16. EQUAL EMPLOYMENT OPPORTUNITY. In the performance of this
Agreement, FPRC 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.
17. 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.
18. 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.
19. GOVERNING LAW. This Agreement shall be govemed by the laws of the State
of Florida with venue lying in Palm Beach County, Florida.
20. ATTORNEY'S FEES AND COSTS. In the event of a dispute arising out of this
Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees,
paralegal expenses, and costs, including fees and costs incurred at all pretrial, trial and
appellate levels.
21. ENTIRE AGREEMENT. This Agreement represents the entire and integrated
agreement between the CITY and the FPRC and supersedes all prior negotiations,
representations or agreements, either written or oral.
IN WITNESS WHEREOF, the parties hereto have affixed their hands and seals
the day and year first above written.
CITY OF BO TON BEACH
Attest:
By:
Lo ' Verrie , Interim City Manager
liy�
Ci Clerk 1 day o (date)
APPROVE P AS /1 FO'
By At/ /
' :; ,
� ity Atto s r .. d
FEDERAL PROPERTY REGISTRATION
CORP.
A t• By:
odney R. Brace, President
Print Name a6Z�C 2— Date: / /3 a
Title:
(SEAL)
STATE OF FLORIDA )
) SS
COUNTY OF ST. JOHNS )
BEFORE ME, an officer duly at by ) to jdminister oaths and take
acknowledgments, personally appeared O /k rot c-- of Federal
P rty� Registration Corp. who is personall known to me or has produced
ro t _Lbe, vex.' beeeR se as identification, and acknowledged execution
of the foregoing Agreement as the proper official of Federal Property Registration Corp.
of for the use and purposes mentioned in it and that the instrument is the act and deed of
the Corporation.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at
in the State and County aforesaid on this 3 day of
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