ITEM #06 Interlocal Agreement between CRA and City of Ocoee
AGENDA ITEM COVER SHEET
Meeting Date: October 17,2006
Item # fa
Contact Name:
Contact Number:
Reviewed By:
Jamie Croteau ~ / Department Director:
X1503 ~ City Manager:
~,-.>
Subject: Interlocal Agreement Between
Agency
and
edevelopment
Background Summary:
On October 3, the governing body of the Ocoee Community Redevelopment Agency(CRA) approved an
Interlocal Agreement with the City of Ocoee. The Interlocal Agreement outlines the services the City shall
provide to the CRA and the method of reimbursement for those services. A copy of the Interlocal Agreement is
attached.
Issue:
Interlocal Agreement between the City of Ocoee and the Community Redevelopment Agency.
Recommendations
Approve the Agreement and authorize the Mayor to sign the Interlocal Agreement between the City and the
Community Redevelopment Agency.
Attachments:
Interlocal Agreement
Financial Impact:
None
Type of Item: (please mark with an "x'j
Public Hearing
_ Ordinance First Reading
_ Ordinance Second Reading
Resolution
x Commission Approval
Discussion & Direction
For Clerk's Deat Use:
Consent Agenda
Public Hearing
Regular Agenda
_ Original DocumenUContract Attached for Execution by City Clerk
_ Original DocumenUContract Held by Department for Execution
Reviewed by City Attorney
Reviewed by Finance Dept.
Reviewed by ( )
N/A
N/A
N/A
INTERLOCAL AGREEMENT
THIS IS AN INTERLOCAL AGREEMENT entered into on this _ day of
, 2006 between the CITY OF OCOEE, a municipal corporation of the
State of Florida, (hereinafter referred to as the "CITY"), and the OCOEE COMMUNITY
REDEVELOPMENT AGENCY, a body politic and corporate created pursuant to Part III,
Chapter 163, Florida Statutes (hereinafter referred to as the "CRA"):
WHEREAS, pursuant to Resolution No. 2004-07, the City Commission of the CITY (the
"Commission") found conditions of blight existed in a certain area of the City identified in such
resolution; and
WHEREAS, the Board of County Commissioners of Orange County, Florida (the
"BCC") adopted Resolution No. 2006-M-22 delegating redevelopment powers to the City; and
WHEREAS, the Commission adopted Ordinance No. 2006-007 creating the CRA and
authorizing it to exercise the powers under the Community Redevelopment Act of 1969, as
amended and codified as Chapter 163, Part III, Florida Statutes (the "Redevelopment Act"); and
WHEREAS, pursuant to Resolution No, 2006-007, the CRA and the Commission have
approved a Community Redevelopment Plan (the "Plan") for the community redevelopment
area; and
WHEREAS, on June 6, 2006, the Commission adopted Ordinance No. 2006-012 creating
and establishing the Redevelopment Trust Fund and providing for the deposit therein of tax
increment revenues pursuant to Section 163.387, Florida Statutes; and
WHEREAS, the CITY has professional staff employed by CITY, and CITY staff time
and expertise in administration, engineering, finance, and planning can be beneficially utilized in
the planning and implementation of the Plan and in the administration of the CRA (collectively,
"City Staff'); and
WHEREAS, the CITY has retained outside professionals, consultants, planners,
engineers and attorneys who have expertise which can be beneficially utilized in the planning
and implementation of the Plan (collectively, "Outside Professionals"); and
WHEREAS, the City is willing to make available to the CRA, in accordance with the
terms and conditions set forth in this Agreement, the City Staff and the Outside Professionals;
NOW, THEREFORE, in consideration of the mutual promises and conditions contained
in this Agreement and other good and valuable consideration, the receipt of which is
acknowledged, City and CRA agree as follows:
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ARTICLE 1
PREAMBLE
In order to establish the background, context and frame of reference for this Agreement and to
generally express the objectives and intentions of the respective parties herein, the following
statements, representations and explanations shall be accepted as predicates for the undertakings
and commitments included within the provisions which follow and may be relied upon by the
parties as essential elements of the mutual considerations upon which this Agreement is based.
1.1 Recitals. That each WHEREAS clause set forth above is true and correct and
herein incorporated by this reference.
ARTICLE 2
SERVICES
The CITY agrees to perform the following functions and duties in accordance with CRA
By-Laws, and established procedures or in the absence of same, as provided for by CITY in the
conduct of its own affairs.
2.1 The CITY shall provide administrative services which shall include, but not be
limited to, the management and operation of the day-to-day affairs of the CRA. The City
Manager or his designee shall act as the CRA Executive Director.
2.2 The CITY shall establish the staff positi
employee to perform the duties and responsibilitie
designated as the CRA Manager may also perfo
to the CRA. The CRA Manager shall report to th
Manager and designate a City
Manager. The staff member
er uties for the CITY which are unrelated
Executive Director.
2.3 The CITY shall provide financial services which shall include, but not be limited
to, management of CRA fiscal accounts, payroll, accounting, monthly and annual reporting,
federal income and social security tax reporting, sales tax reporting, if any, and other fiscal
needs.
2.4 The CITY shall provide personnel services which shall include, but not be limited
to, staff recruitment, record retention with respect to personnel actions and such other personnel
services as may be needed.
2.5 The CITY shall provide legal, engineering and planning services to advise the
CRA and to assist in the development and implementation of the Plan. The foregoing services
may be performed by City Staff and/or Outside Professionals.
2.6 The CRA may utilize the services of the CITY's Purchasing Department and
follow the CITY'S Purchasing Code with respect to purchasing services and goods necessary for
the operation of CRA activities.
2.7 The CITY may make available public officials liability insurance and other forms
of insurance deemed necessary by the CITY. Said insurance, whether provided through the
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CITY'S self- insurance program, if any, or separate independent carrier, to be determined at the
sole discretion of the CITY.
2.8 The CRA may request the CITY to provide other special services on occasion not
initially set forth in this Agreement.
ARTICLE 3
METHOD OF REIMBURSEMENT AND COMPENSATION
3.1 Reimbursement to CITY.
3.1.1 For services described in Article 2 hereof and associated administrative
costs incurred by the CITY commencing from August 1, 2006, the CRA will compensate the
City, to the extent funds of the CRA are available, based on the actual costs incurred by the City
and eligible for reimbursement in accordance with Section 163.387(6), Florida Statutes, and to
the extent that future revenues of the CRA trust Fund are sufficient to provide the
reimbursement.
3.1.2 For City Staff positions which are designated in the CITY's annual
budget as having responsibility, whether in whole or in part, for the performance of the services
described in Article 2 hereof, including but not limited to the CRA Manager, the CRA will
reimburse the CITY for the portion of such City Staff positions which are designated in the
CITY's annual budget, including but not limited to the salary, benefits and supports costs
associated with any such City Staff positions.
3.1.3 For Outside Professionals retained by the CITY who perform services
for the CRA, the CRA will reimburse the CITY for the actual costs incurred by the CITY for
services performed by such Outside Professionals which relate to the CRA.
3.1.4 Notwithstanding any provision contained herein to the contrary, the CRA
shall only reimburse the CITY for expenditures which are permissible under Part III of Chapter
163, Florida Statutes, to the extent funds of the CRA are budgeted and available for such
purpose, and to the extent that future revenues of the CRA trust fund are sufficient to provide for
the reimbursement. In any year where budgeted and available funds are not sufficient to provide
for such reimbursement, the CITY may in future years seek reimbursement from the CRA for
such expenditures.
3.1.5 The CRA shall reimburse the City the amount of One hundred and
twenty-three thousand, eight hundred and ninety-two dollars and seventy-five cents
($123,892.75) for services provided by the City prior to August 1, 2006.
3.2 Method of Reimbursement. The parties agree that the CRA's obligation to
reimburse CITY pursuant to Section 3.1 hereinabove shall be made to CITY in accordance with
the CRA approved budget in accordance with the CRA By-Laws. It is recognized and
acknowledged that full reimbursement to the CITY may, during the term of this Agreement be
waived, reduced, deferred or a combination thereof, as determined each year in the CITY
approval of the CRA budget; provided, however, that any outstanding payment obligation not
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waived shall be budgeted by the CRA and made available to the CITY prior to the termination of
the trust fund as provided in Chapter 163 of the Florida Statutes.
3.3 Annual Statement Billin ent. The CITY shall maintain records
documenting eligible reo ursable expe or the preceding fiscal year. The CITY
shall prepare and pre to the CRA in time for the preparation and
submission of the CRA annual budget. Th hall reflect current year anticipated
costs and all unpaid obligations from prior s. ounts contained in the approved CRA
budget for payment to CITY shall be billed to the CRA at least quarterly during that fiscal year
in which the obligation is budgeted and payable.
3.3.1 CRA shall make its payment to CITY within sixty (60) calendar days of
receipt of proper invoice as provided above.
3.3.2 Payment will be made to CITY at Ocoee City Hall.
ARTICLE 4
MISCELLANEOUS
4.1 Continued Cooperation. This Agreement assumes the close coordination and
cooperation between the CRA and essential CITY staff and CITY functions particularly
regarding financial administration, reporting, and auditing; and administration and
implementation of the Plan and capital projects.
4.2 Term and Termination.
4.2.1 This Agreement shall take effect upon approval by the Commission and
the CRA and shall continue in effect unless either party seeks to renegotiate or terminate this
Agreement prior to said date.
4.2.2 This Agreement may be terminated by CITY or the CRA upon at least
thirty (30) days' advance written notice to the other party. After termination of the Agreement,
the CITY shall transfer to the CRA copies of any documents, data, and information requested by
the CRA relating to the services accomplished herein.
4.3 Records. CITY and CRA shall keep such records and accounts as may be
necessary in order to record any expenses for which CITY expects to be reimbursed. Such books
and records will be available at all reasonable times for examination and audit by CRA and shall
be kept for a period of three (3) years after the completion of all work to be performed pursuant
to this Agreement or such late time period as may be required by the CITY's records retention
schedule.
4.4 Indemnification. To the extent permitted by law, the CRA shall indemnify and
save harmless the CITY, its agents and employees, from and against all claims, suits, actions,
damages or causes of action arising during the term of this Agreement by reason of the work to
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be performed including costs, attorneys' fees and expenses incurred in or by reason of the
defense of any such claim, suit or action, and the investigation thereof. Nothing in this
Agreement shall be deemed to affect the rights, privileges and immunities of the CITY as set
forth in Section 768.28, Florida Statutes.
4.5 Independent Contractor. The CITY is an independent contractor under this
Agreement. Personal services provided by the CITY shall be by employees of the CITY and
subject to supervision by the CITY, and not as officers, employees, or agents of the CRA.
4.6 Assignments and Amendments.
4.6.1 This Agreement or any interest herein, shall not be assigned, transferred
or otherwise encumbered, under any circumstances, by CRA or CITY, without the prior written
consent of the other party.
4.6.2 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.
4.7 Notice. Whenever any party desires to give notice unto any other party, it must
be given by written notice, sent by hand delivery or by registered United States mail, with return
receipt requested, addressed to the party for whom it is intended and the remaining party, at the
place 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 Article. For the
present, the parties designate the following as the respective places for giving of notice:
CITY:
City ofOcoee
Attn: City Manager
150 N. Lakeshore Drive
Ocoee, FL 34761
CRA:
Community Redevelopment Agency
Attn: Executive Director
150 N. Lakeshore Drive
Ocoee, FL 34761
4.8 Binding Authoritv. 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.
4.9 Severability. If any provision of this Agreement or the 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 the persons or situations other than those as
to which it shall have been held invalid or unenforceable shall not be effected thereby, and shall
continue in full force and effect, and be enforced to the fullest extent permitted by law.
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4.10 Governing Law. This Agreement shall be governed by the law of the State of
Florida with venue lying in Orange County.
4.11 Entire Agreement. This Agreement embodies the entire agreement between the
parties. It may not be modified or terminated except as provided herein. It is further understood
and agreed that this document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, or understandings applicable to the matters contained herein and the
parties agree that there are no commitments, agreements, or understandings concerning the
subject matter of this Agreement that are not contained in this document. Accordingly, it is
agreed that no deviation from the terms hereof shall be predicated upon any prior representation
or agreements, whether oral or written.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day
and year written hereinabove.
OCOEE COMMUNITY REDEVELOPMENT CITY OF OCOEE
AGENCY
By:
S. Scott Vandergrift, Mayor
By:
S. Scott Vandergrift, Chairman
ATTEST:
ATTEST:
Beth Eikenberry, City Clerk
Beth Eikenberry, Secretary
APPROVED BY THE OCOEE
COMMUNITY REDEVELOPMENT
AGENCY AT A MEETING
HELD ON , 2006
UNDER AGENDA ITEM NO.
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON , 2006
UNDER AGENDA ITEM NO.
FOR USE AND RELIANCE ONLY BY
THE OCOEE COMMUNITY
REDEVELOPMENT AGENCY;
APPROVED AS TO FORM AND
LEGALITY this day of
,2006.
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this day of
,2006.
FOLEY & LARDNER LLP
By:
David E. Cardwell, Special Counsel By:
City Attorney
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