HomeMy WebLinkAboutCRA-R-25-0026 Exhibit AEXHIBIT "A"
PROFESSIONAL SERVICES AGREEMENT
PROPERTY MANAGEMENT SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into as
of this day of 2025 ("Effective Date") by and between the SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of
Miami, a public body corporate and politic created pursuant to Section 163.356, Florida Statutes,
with a principle address of 819 N.W. 2nd Avenue, 3rd Floor, Miami, Florida 33136 ("SEOPW
CRA"), and WLS, L.C., d/b/a NAI Miami/Fort Lauderdale, a Florida Limited Liability
Company, having its principal place of business at 9655 South Dixie Highway, Suite #300, Miami,
Florida 33156 ("Provider") (collectively, the "Parties").
RECITALS
WHEREAS, the SEOPW CRA is a community redevelopment agency created pursuant to
Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment
activities and projects within its redevelopment area ("Redevelopment Area") in accordance with
the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"); and
WHEREAS, the SEOPW CRA currently owns, and/or leases, and manages the overall
operation, repair and maintenance of certain properties ("Subject Properties") (See Exhibit "");
and
WHEREAS, the SEOPW CRA desires to enter into a Professional Services Agreement
for Property Management Services with a company experienced in the leasing and management
of commercial affordable residential rental properties, including single-family homes, multi-
family homes, and apartments; and
WHEREAS, on February 19, 2025, the SEOPW CRA advertised Request for Proposals
No. 2025-01 Property Management Services for SEOPW CRA-Owned Residential Properties
("RFP 25-01 ") to select a property management services company for the full -service management
of the Subject Properties, including, but not limited to, accounting, financial statement preparation,
rent billing and collection, and payment of operating expenses ("Management Services"); and
WHEREAS, in accordance with RFP 25-01, the Provider and sole proposer, submitted its
proposal, expressing the desired capability, willingness and expertise to perform the Management
Services, pursuant to RFP 25-01 and the City of Miami's ("City") requirements; and
WHEREAS, on May , 2025, the Board of Commissioners of the SEOPW CRA passed
and adopted Resolution No. CRA-R- - , authorizing the Executive Director to negotiate and
execute this Agreement with the Provider on the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, SEOPW CRA and the Provider agree as follows:
TERMS
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1. RECITALS. The recitals are true and correct and are hereby incorporated into and
made a part of this Agreement.
2. CONTRACT DOCUMENTS. The following documents are incorporated into
and made a part of this Agreement (collectively, the "Contract Documents"):
a. SEOPW CRA RFP 25-01, attached and incorporated hereto as "Exhibit ";
b. Provider's sole response to RFP 25-01, dated March 26, 2025 ("Proposal"),
attached and incorporated hereto as "Exhibit "); and
c. Any additional documents relating hereunder.
3. TERM. The term of this Agreement shall commence on the Effective Date written
above for an initial five (5) year period with an option for renewal for up to one (1) additional five
(5) year period thereafter, subject to a mutual written agreement ("Initial Term"). Following the
Initial Term, this Agreement shall revert a month -to -month Term -basis, until terminated by either
Party.
4. SCOPE OF SERVICES.
a. Provider agrees to provide the services specifically described in Exhibit
"," attached hereto and incorporated herein ("Management Services").
b. Provider represents and warrants to the SEOPW CRA that the Management
Services will be performed in the time and manner set forth in Exhibit " "
c. The Provider agrees that it will not retain the services of subcontractors
without obtaining the approval of the SEOPW CRA, which may be withheld in the SEOPW CRA's
sole discretion. Notwithstanding the SEOPW CRA's approval rights hereunder, Provider
acknowledges and covenants that it shall be responsible for all services performed by its
subcontractors to the same extent as if Provider had provided said services.
5. COMPENSATION.
a. Provider's Fee. The amount of compensation payable by the SEOPW CRA to
Provider shall be based on the rates described in Exhibit " ," however, that in no event shall the
total amount of compensation, paid to Provider for the monthly management fees provided herein
exceed Dollars and Cents ($ .00) per month.
b. Invoice. The Provider shall send a monthly invoice to the SEOPW CRA, which
shall be accompanied by a progress report of services rendered pursuant to Exhibit " ", any report
and/or summary prepared pursuant to Exhibit " ," and any other supporting documentation
required by the SEOPW CRA and in sufficient detail, to allow a proper audit of expenditures,
should the SEOPW CRA require one to be performed. The Provider shall not submit more than
one (1) request for payment month. Failure to provide reports and supporting documentation as
requested by the SEOPW CRA shall result in funds being withheld until the Provider has complied
with this provision.
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c. Method of Payment. All payments due hereunder shall be made within thirty
(30) days after receipt of Provider's invoice.
5. SCOPE OF MANAGEMENT SERVICES.
a. The Provider shall provide all required labor, supervision, materials,
equipment, tools, transportation, services and expertise necessary for the
provision of Management Services. Provider shall perform Management
Services in accordance with that degree of care and skill ordinary exercised by
reputable members of its profession.
b. At its own expense, Provider will procure, maintain in effect and comply with
all permits, licenses and other governmental and regulatory approvals required
to be obtained by Provider in the provision of Management Services on the
Subj ect Properties.
c. Provider represents and warrants that: (i) Provider possesses all qualifications,
licenses and expertise required in the provision of Management Services,
including but not limited to full qualification and good standing to do business
in the State of Florida with personnel fully licensed, as may be required by law;
(ii) Provider is not delinquent in the payment of any sums due the City,
including payment of permit fees, local business taxes, or in the performance of
any obligations to the City; (iii) all personnel assigned to perform work at the
Subject Properties shall be, at all times during the term hereof, fully qualified
and trained to perform the tasks assigned to each; (iv) the Management Services
will be performed in the manner as described in the Contract Documents for the
budgeted amounts, rates and schedules; and (v) any party executing this
Agreement on behalf of the Provider is duly authorized to execute same and
fully bind Provider as a party to this Agreement.
6. AUDIT RIGHTS. The SEOPW CRA may, at reasonable times, and for a period
of up to three (3) years following the date of final payment by the SEOPW CRA to Provider under
this Agreement, audit, or cause to be audited, those books and records of Provider which are related
to Provider's performance under this Agreement. Provider agrees to maintain all such books and
records at its principal place of business for a period of three (3) years after final payment is made
under this Agreement.
7. AWARD OF AGREEMENT. Provider represents and warrants to the SEOPW
CRA that it has not employed or retained any person or company employed by the SEOPW CRA
to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any
person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in
connection with, the award of this Agreement.
8. OWNERSHIP OF DOCUMENTS AND MATERIALS. Provider understands
and agrees that any information, document, report or any other material whatsoever which is given
by the SEOPW CRA to Provider, or which is otherwise obtained or prepared by Provider pursuant
to or under the terms of this Agreement is and shall at all times remain the property of the SEOPW
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CRA. The Provider agrees not to use any such information, document, report or material for any
other purpose whatsoever without the written consent of the SEOPW CRA, which may be withheld
or conditioned by the SEOPW CRA in its sole discretion.
Upon termination of this Agreement for any reason whatsoever, Provider shall promptly
return to the SEOPW CRA originals or copies of any and all records, files, notes, contracts,
renderings, memoranda, reports, work product and similar items and any manuals, drawings,
sketches, plans, tape recordings, computer programs, disks, flash drives, and other physical
representations of any information relating to the SEOPW CRA or to the business of the SEOPW
CRA provided however that Provider shall have no obligation to return or destroy any such
information that may be contained on its disaster recovery backups or that is otherwise not readily
accessible.
9. PUBLIC RECORDS.
a. Provider understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to the SEOPW CRA contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the SEOPW CRA and
the public to all documents subject to disclosure under applicable law. Provider's failure or refusal
to comply with the provisions of this section shall result in the immediate termination of this
Agreement by the SEOPW CRA.
b. Contractor shall additionally comply with Section 119.0701, Florida
Statutes, including without limitation: (1) keep and maintain public records that ordinarily and
necessarily would be required by the SEOPW CRA to perform this service; (2) provide the public
with access to public records on the same terms and conditions as the SEOPW CRA would at the
cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that
public records that are exempt or confidential and exempt from disclosure are not disclosed except
as authorized by law; (4) meet all requirements for retaining public records and transfer, at no
cost, to the SEOPW CRA all public records in its possession upon termination of this Agreement
and destroy any duplicate public records that are exempt or confidential and exempt from
disclosure requirements; and, (5) provide all electronically stored public records that must be
provided to the SEOPW CRA in a format compatible with the SEOPW CRA's information
technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any
public records that make up part of its work product solely as required for archival purposes, as
required by law, or to evidence compliance with the terms of the Agreement.
c. Should Provider determine to dispute any public access provision required
by Florida Statutes, then Provider shall do so at its own expense and at no cost to the SEOPW
CRA. IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT 305-679-6800, smanrique@miamigov.com, and 819 N.W. 2nd
Avenue, 3rd Floor, Miami, Florida 33136.
10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Provider
understands that agreements between private entities and local governments are subject to certain
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laws and regulations, including laws pertaining to public records, conflict of interest, record
keeping, etc. SEOPW CRA and Provider agree to comply with and observe all applicable federal,
state and local laws, rules, regulations, codes and ordinances, as may be amended from time to
time.
11. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the
SEOPW CRA, Provider may only seek specific performance of this Agreement and any recovery
shall be limited to the amount set forth in Sections 4(a) of this Agreement. In no event shall the
SEOPW CRA be liable to Provider for any additional compensation, other than that provided
herein, or for any consequential or incidental damages, or attorney's fees.
12. LIMITATION OF LIABILITY. No officer, employee, agent, or principal,
whether disclosed or undisclosed, of the SEOPW CRA shall have any personal liability with
respect to any of the provisions of this Agreement. Any liability of the SEOPW CRA under this
Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes.
13. INDEMNIFICATION. Provider shall indemnify, defend and hold harmless the
SEOPW CRA, the City of Miami, its officials, employees and agents (collectively referred to as
"Indemnities") from and against any and all loss, costs, penalties, fines, damages, claims, expenses
(including attorney's fees), causes of action, or liabilities (collectively referred to as "Liabilities")
arising out of, resulting from, or in connection with: (i) the performance or non-performance
contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole
or in part, by any act, omission, default or negligence (whether active or passive) of Provider or
its employees, agents or subcontractors (collectively referred to as "Provider"); (ii) the failure of
Provider to comply with any of the paragraphs here; (iii) the failure of Provider to conform to
statutes, ordinances, or other regulations or requirements of any governmental authority, federal
or state, in connection with the performance of this Agreement; or (iv) the defense of any such
claim or in the investigation thereof. Provider expressly agrees to indemnify and hold harmless
the Indemnities, or any of them, from and against all Liabilities which may be asserted by an
employee or former employee of Provider, or any of its subcontractors, as provided above, for
which Provider's liability to such employee or former employee would otherwise be limited to
payment under state Workers' Compensation or similar laws. The Indemnification shall survive
the cancellation or expiration of the Agreement. If, in the reasonable judgment of the SEOPW
CRA, prevailing conditions warrant the provision by Provider of additional liability insurance
coverage or coverage which is different in kind, the SEOPW CRA reserves the right to require the
provision by Provider of an amount of coverage different from the amounts or kind previously
required and shall afford written notice of such change in requirements thirty (30) days prior to the
date on which the requirements shall take effect. Should Provider fail or refuse to satisfy the
requirement of changed coverage within thirty (30) days following the SEOPW CRA's written
notice, this Agreement shall be considered terminated on the date the required change in policy
coverage would otherwise take effect. Upon such termination, the SEOPW CRA shall pay Provider
compensation for services rendered, and expenses incurred, prior to the date of termination but
shall not be liable to Provider for any additional compensation, or for any consequential or
incidental damages.
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14. INSURANCE. Provider shall, at all times during the term hereof, maintain such
insurance coverage as provided in Exhibit " ," attached hereto and incorporated herein. All such
insurance, including renewals, shall be subject to the approval of the SEOPW CRA or the City of
Miami (which approval shall not be unreasonably withheld) for adequacy of protection and
evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance
indicating such insurance to be in force and effect and providing that it will not be canceled, or
materially changed during the performance of Services under this Agreement without thirty (30)
calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA.
Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable,
prior to the performance of Services hereunder, provided, however, that Provider shall at any time
upon request by the SEOPW CRA file duplicate copies of the policies of such insurance with the
SEOPW CRA.
15. DEFAULT. If Provider fails to comply with any term or condition of this
Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default.
Upon the occurrence of a default hereunder, the SEOPW CRA, in addition to all remedies available
to it by law, may immediately, upon written notice to Provider, terminate this Agreement
whereupon all payments, or other compensation paid by the SEOPW CRA to Provider while
Provider was in default shall be immediately returned to the SEOPW CRA. Provider understands
and agrees that termination of this Agreement under this section shall not release Provider from
any obligation accruing prior to the effective date of termination. Should Provider be unable or
unwilling to commence to perform Services within the time provided or contemplated herein, then,
in addition to the foregoing, Provider shall be liable to the SEOPW CRA for all expenses incurred
by the SEOPW CRA in preparation and negotiation of this Agreement, as well as all costs and
expenses incurred by the SEOPW CRA in the re -procurement of Services, including consequential
and incidental damages.
16. DISPUTES. Provider understands and agrees that all disputes between Provider
and the SEOPW CRA based upon an alleged violation of the terms of this Agreement by the
SEOPW CRA shall be submitted to the SEOPW CRA's Executive Director for resolution, prior to
Provider being entitled to seek judicial relief in connection therewith. In the event the dispute
involves the expenditure of funds in excess of Four Thousand Five Hundred Dollars and No Cents
($4,500.00), the decision of the SEOPW CRA's Executive Director shall be approved or
disapproved by the SEOPW CRA's Board of Commissioners. Provider shall not be entitled to
seek judicial relief unless: (i) it has first received the SEOPW CRA's Executive Director's written
decision, approved by the SEOPW CRA's Board of Commissioners if the amount of compensation
hereunder exceeds $4,500.00; or (ii) a period of sixty (60) days has expired, after Provider's
submission of a detailed statement of the dispute, accompanied by all supporting documentation,
to the SEOPW CRA's Executive Director (ninety (90) days if the SEOPW CRA's Executive
Director's decision is subject to the SEOPW CRA's Boards' approval); or (iii) the SEOPW CRA's
Board of Commissioners has waived compliance with the procedure set forth in this section by
formal resolution of the Board.
17. SEOPW CRA'S TERMINATION RIGHTS.
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a. The SEOPW CRA shall have the right to terminate this Agreement, in its
sole discretion, at any time, by giving written notice to Provider at least thirty (30) calendar days
prior to the effective date of such termination. In such event, the SEOPW CRA shall pay to
Provider compensation for services rendered and expenses incurred prior to the effective date of
termination. Such payment shall be determined on the basis of the hours or the percentage of the
total work performed by Provider up to the time of termination certified in accordance with the
provisions of this Agreement. In the event partial payment has been made for professional services
not performed, Provider shall return such sums to the SEOPW CRA within ten (10) days after
receipt of written notice that said sums are due. In no event, shall the SEOPW CRA be liable to
Provider for any additional compensation, other than that provided herein, nor for any
consequential or incidental damages.
b. SEOPW CRA may terminate this Agreement, with ten (10) days notice to
Provider, upon the occurrence of an event of default hereunder. In such event, the SEOPW
CRA shall not be obligated to pay any amounts to Provider and Provider shall reimburse
to the SEOPW CRA all amounts received while Provider was in default under this
Agreement.
18. FORUM. In case of any controversy or dispute arising out of this Agreement, both
parties agree and accept to be subject to the jurisdiction and competence of the Administrative
Authorities and Courts in Miami -Dade County Florida as the exclusive forum for such controversy
or disputes forsaking any other jurisdiction which either party may otherwise be entitled to claim.
19. NON-DISCRIMINATION. Provider represents and warrants to the SEOPW
CRA that Provider does not and will not engage in discriminatory practices and that there shall be
no discrimination in connection with Provider's performance under this Agreement on account of
race, color, sex, religion, age, handicap, marital status or national origin. Provider further
covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex,
religion, age, handicap, marital status or national origin, be excluded from participation in, be
denied services, or be subject to discrimination under any provision of this Agreement.
20. CONFLICT OF INTEREST.
a. Provider is aware of the conflict of interest laws of the City of Miami
(Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County
Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and
agrees that it will fully comply in all respects with the terms of said laws and any future
amendments thereto.
b. Provider covenants that no person or entity under its employ, presently
exercising any functions or responsibilities in connection with this Agreement, has any personal
financial interests, direct or indirect, with the SEOPW CRA. Provider further covenants that, in
the performance of this Agreement, no person or entity having such conflicting interest shall be
utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of
Provider, its employees or associated persons, or entities must be disclosed in writing to the
SEOPW CRA.
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c. Provider shall decline proffered employment by another client(s) if the
exercise of Provider's independent professional judgment on behalf of the SEOPW CRA, on any
matter directly related to Services, will be or is likely to be adversely affected by the acceptance
of such proffered employment; provided, however, that Provider may represent a client(s) with an
interest adverse to the SEOPW CRA if the subject matter of such representation is not related to
Services described in this Agreement and if the SEOPW CRA waives any conflict or alleged
conflict with respect to such representation. Should the Provider request the SEOPW CRA's
waiver of any conflict of interest, Provider shall provide the SEOPW CRA, in writing, all
information pertaining to such potential conflict for the SEOPW CRA's evaluation.
d. Provider shall not delegate the substantive obligations to be undertaken
hereunder to any person or entity who exercises any functions or responsibilities on his/her
personal behalf or on behalf of any other client(s) if the subject matter of such representation is
related to Services and if such representation will or is likely to compete with the interests of the
SEOPW CRA, or adversely affect the interests of the SEOPW CRA and the obligations undertaken
by Provider hereunder.
21. ASSIGNMENT. This Agreement shall not be assigned by Provider, in whole or
in part, without the prior written consent of the SEOPW CRA, which may be withheld or
conditioned, in the SEOPW CRA's sole discretion.
22. NOTICES. All notices or other communications required under this Agreement
shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail,
return receipt requested, addressed to the other party at the address indicated herein or to such
other address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
To SEOPW CRA:
James D. McQueen, Executive Director
Southeast Overtown/Park West Community Redevelopment Agency
819 N.W. 2nd Avenue, 3rd Floor
Miami, Florida 33136
Email: JMcQueen@miamigov.com
With copies to: Vincent T. Brown, Esq., Staff Counsel
Email: VTbrown@miamigov.com
To Provider
Jeremy S. Larkin
WLS, L.C., d/b/a NAI Miami/Fort Lauderdale
9655 South Dixie Highway, Suite 300
Miami, Florida 33156
Email: jlarkin@naimiami.com
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23. CHOICE OF LAW. This Agreement shall be construed and enforced according
to the laws of the State of Florida.
24. CAPTIONS. The captions or headings of the Sections and other subdivisions
hereof are inserted only as a matter of convenience or for reference and shall have no effect on the
meaning of the provisions hereof.
25. WAIVER. No waiver or breach of any provision of this Agreement shall constitute
a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall
be effective unless made in writing.
26. SEVERABILITY. Should any provision, paragraph, sentence, word or phrase
contained in this Agreement be determined by a court of competent jurisdiction to be invalid,
illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such
provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary
in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and
in either event, the remaining terms and provisions of this Agreement shall remain unmodified and
in full force and effect or limitation of its use.
27. CONSTRUCTION. Should the provisions of this Agreement require judicial or
arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the
same shall not apply the assumption that the terms hereof shall be more strictly construed against
one party by reason of the rule of construction that an instrument is to be construed more strictly
against the party which itself or through its agents prepared same, it being agreed that the agents
of both parties have equally participated in the preparation of this Agreement.
28. THIRD -PARTY BENEFICIARY. No provision of this Agreement shall, in any
way, inure to the benefit of any third parties so as to make any such third party a beneficiary of
this Agreement, or of any one or more of the terms hereof, or otherwise give rise to any cause of
action in any party not a party hereto.
29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto, their heirs, executors, legal representatives, successors, or assigns.
30. INDEPENDENT CONTRACTOR. Provider has been procured and is being
engaged to provide services to SEOPW CRA as an independent contractor, and not as an agent or
employee of SEOPW CRA. Accordingly, SEOPW CRA shall not attain, nor be entitled to, any
rights or benefits under the Civil Service or Pension Ordinances of the City of Miami, nor any
rights generally afforded its classified or unclassified employees. Provider further understands
that Florida Workers' Compensation benefits available to employees of SEOPW CRA are not
available to Provider and agrees to provide workers' compensation insurance for any employee or
agent of Provider rendering Services to SEOPW CRA under this Agreement.
31. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the
availability of funds, and the Agreement is subject to amendment or termination due to lack of
funds, reduction of funds, or change in regulations.
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32. MERGER. This Agreement and its attachments constitute the sole and only
agreement of the parties relating to the subject matter hereof and correctly set forth the rights,
duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
33. AMENDMENT AND RESCISSION. This Agreement shall not be modified or
rescinded except by written instrument setting forth such modification or rescission signed by all
parties hereto.
34. FORCE MAJEURE.
a. "Force Majeure" shall mean an act of God, epidemic, lighting, earthquake,
fire, explosion, hurricane, flood or similar occurrence, strike, an act of public enemy, or blockade,
insurrection, riot, civil disturbance, or similar occurrence, which has a material effect adverse
impact on the performance of this Agreement, and which cannot be avoided despite the exercise
of due diligence. The term "Force Majeure" DOES NOT INCLUDE inclement weather (except
as noted above) or the acts or omissions of subconsultants/subcontractors, third -party
consultants/contractors' materialmen, suppliers, or their subcontractors, unless such acts or
omissions are otherwise encompassed by the definition set forth above.
b. No party hereto shall be liable for its failure to carry out its obligations under
the Agreement during a period when such party is rendered unable, in whole or in part, by Force
Majeure to carry out such obligations, but the obligation of the party or parties relying on such
Force Majeure shall be suspended only during the continuance of any inability so caused and for
no longer period of said unexpected or uncontrollable event, and such cause shall, so far as
possible, be remedied with all reasonable dispatch.
c. It is further agreed and stipulated that the right of any party hereto to excuse
its failure to perform by reason of Force Majeure shall be conditioned upon such party giving, to
the other party or parties, written notice of its assertion that a Force Majeure delay has occurred as
soon as practicable after the occurrence but not later than ten (10) working days after the
occurrence, unless there exists good cause for failure to give such notice, in which event, failure
to give such notice shall not prejudice any party's right to justify any non-performance as caused
by Force Majeure unless the failure to give timely notice causes material prejudice to the other
party or parties.
35. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which, when taken together, shall
constitute one and the same agreement.
36. MISCELLANEOUS.
a. In the event of any litigation between the parties under this Agreement, the
parties shall bear their own attorneys' fees and costs at trial and appellate levels.
b. Time shall be of the essence for each and every provision of this Agreement.
c. All exhibits attached to this Agreement are incorporated in, and made a part of
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this Agreement.
[Signature Page Follows]
EXHIBIT "A"
IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement,
for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA
and the Provider have executed this Agreement on the day and year first above -written.
ATTEST:
SOUTHEAST OVERTOWN/PARK
WEST COMMUNITY
REDEVELOPMENT AGENCY, of the
City of Miami, a public body corporate and
politic created pursuant to Section 163.356,
Florida Statutes
("SEOPW CRA")
By: By:
Name: Todd B. Hannon Name: James D. McQueen
Title: Clerk of the Board Title: Executive Director
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
LEGAL SUFFICIENCY: REQUIREMENTS:
By: By:
Name: Vincent T. Brown, Esq. Name: Ann -Marie Sharpe
Title: Staff Counsel Title: Director of Risk Management
WITNESSES:
Sign Name:
Print Name:
Address:
Sign Name:
Print Name:
Address:
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WLS, L.C., a Florida Limited Liability
Company
("Provider")
By:
Name:
Title: Managing Member
EXHIBIT "A"
Property Management Services
• Enhance property value by maximizing operations.
• Establish and implement an operating budget.
• Develop and implement renovation and/or expansion programs.
• Develop and implement a formalized property maintenance and improvement plan.
• Maintain businesslike relations with tenants whose service requests shall be received, considered and acted upon
promptly.
• Initiate ClickPay, an online collection portal, and create procedures to collect base rent and additional rent and take such
action as may be necessary to collect any such sums.
• Cause the building, equipment and landscaping to be maintained, including interior (where applicable) and exterior
cleaning, painting, and such normal maintenance and repair work as is necessary.
• Initiate Avid, our online solution to automating the Accounts Payable functions permitting 24/7/365 accessibility,
functionality and transparency.
• Notify ownership in the event a property condition arises requiring major repairs or replacement, or repairs required by
state or local law, ordinance or government regulation.
• Enter into contracts for gas, fuel, pest extermination, fire safety and, where applicable, elevator service, office cleaning,
security, HVAC maintenance and other services, as necessary.
• Upon request from ownership, assist in the placement of insurance with such coverage and in such amounts as may be
appropriate for the property.
• Prepare and file all returns for unemployment insurance, workers compensation insurance, and social security for all of
Agent's employees, if any, that are employed by Agent or the Property as on -site employees.
• Maintain a complete set of records, books and accounts in its standard manner, with all records available for examination
at all reasonable hours. No later than the thirtieth (30th) day of each month, for the prior month, Agent shall send a
monthly income and expense statement to all ownership. The financial books and records shall either be maintained on
a fiscal or calendar year basis as dictated by the City. If a fiscal year is selected, it is presumed the year end will coordinate
with the City's September 30 fiscal year end.
• Establish and implement the annual reconciliation of operating expenses (NNN expenses) as required pursuant to the
terms of each tenant's lease commencing with the initial operating year of each lease.
• Prepare a quarterly physical property condition report detailing deficiencies in the common area or storefronts and
recommend protocols to address any deficient item.
• Prepare an annual operating budget to either be maintained on a fiscal or calendar year basis as dictated by the City.
Once approved, implement revised monthly tenant payments based on the new budget amounts.
IBIT. "A"
Property Management ervices
Specific steps which will be undertaken after the successful awarding and execution of the
Professional Services Contract will be:
Physical Plant
• Work in conjunction with all stakeholders to identify all deferred maintenance items, needed capital projects and
urgent repairs, if any.
• Create an estimate of all items and assign an urgency level (immediate, near term, medium tern, long term).
• Assist in creating a long-term plan to eliminate deferred maintenance, complete capital projects and initiate an
organized plan to insure timely replacement of major components.
• Review all historical records and reports.
• Review all statements, and related operating agreements to insure actual and statutory compliance.
Budgeting & Financial Operations
• Create a 2025 operating budget, if not yet
prepared.
• If the 2025 operating budget is prepared, review
the budget in detail.
• Generate monthly financial statements including
budget to actual comparative analysis.
• Insure reasonable and proper allocation of
shared expenses based on formulas
recommended to and approved by all
stakeholders.
Lease Administration
• Review each lease and its related abstract for
accuracy.
• If no abstract is available, create a lease abstract.
• Create lists of exclusive uses.
• Create a list of prohibited uses.
• Create a tenant contact list.
• Verify property zoning and existence of overlay
or entertainment districts.
• Define the process, obtain the records and initiate
the annual reconciliation process for each year
for all operating expenses for each tenant.
EXHIBIT "A"
Commercial Leasing Overview
Develop new marketing materials which will
include:
• New leasing signage added to the property in
strategic locations
• New web site
• Full color brochure
• Floor plans with dimensions
• Site plan showing existing uses
• Aerial photo map
• Detailed demographics report
• Detailed consumer demand report
• Drone images of aerial views
Market Awareness — Availability
of Information:
• Ensure all information is available and accessible
in as many platforms as possible including
LoopNet, CoStar, MLS, CREXI, Apartments.com,
Zillow.com, Realtor.com, Trulia.com, etc.
• Monthly individual and collaborative eblast flyer
distribution
• Social media exposure on three platforms:
LinkedIn, Instagram, and Facebook
Direct Marketing:
• Direct mail or email with personal telephone
follow-up to targeted restaurant and retail users
• Periodic email notification of project's current
availability
• Regular outreach to all local chambers of
commerce and similar entities
• Regular outreach to state and local government
agencies
• Marketing outreach through the SEOPW CRA's
web site advertising space availability.
Tenant Procurement
• Create master letter of intent form.
• Create or update credit application package.
• Create or update initial business plan form.
• Create or update initial capital budget form.
Tenant Letter of Intent Negotiations
• Prepare letters of intent based on market prices
and terms approved by the CRA.
• Coordinate the negotiation of the letters of intent
to arrive at mutually agreeable terms and
conditions.
• Obtain all of prospect's financial and operating
background.
• Providing guidance and recommendations to the
CRA to approve or reject a prospect.
Tenant Lease Negotiations
• Assist the SEOPW CRA attorney's office in lease
preparation consistent with the agreed upon terms
of the letter of intent.
• Coordinate the lease negotiation to arrive at
mutually agreeable lease terms and conditions.
• Advise on current typical and usual lease terms
and conditions in the private sector.
• Advise prospect on unique lease terms and
conditions required by municipal entities.
• Providing guidance and recommendations to the
CRA to approve or reject a lease.
• Obtain execution of the lease document and work
with the CRA to provide all required information
to governing board for final lease approval.
EXHIBIT "A"
Residential Leasing Overview
This will consist of:
• Creating an application tailored to the CRA's specifications.
• Contracting with a third -party vendor to process and score the applications.
• Create a standardized information list needed for lease applications.
• Use the standard FBAR Apartment Leasing contract for all apartment units.
• Follow all applicable State of Florida and Miami Dade County rules and regulation concerning leasing and
apartments.
• Assist the CRA in setting up an informational portal for availability of apartments.
• Set up an advertising program based on the CRA's guidelines.
• Advertise in Apartments.com, Zillow.com, Realtor.com, Trulia.com as well as social media platforms like LinkedIn,
Instagram, and Facebook.
EXHIBIT "A"
Construction Management Overview
NAI Miami Fort Lauderdale will supervise construction bidding in an effort to obtain the best possible prices from architects,
engineers and general contractors. Thereafter, we will oversee the construction of interior, exterior and capital improvements to
guarantee the building owner receives the maximum possible quality of work on a timely basis. Construction management fees
shall only be charged for projects in excess of $10,000.00.
EXHIBIT "A"
Fee Structure
Pricing
Monthly Management Fees:
On Site Personnel
(One Property Manager & One Assistant
Property Manager)
One -Time Start Up Fee:
Retail/Office/Commercial:
Residential:
Jobs Less Than Or Equal To
$10,000.00 In Value:
Jobs More Than
$10,000.00 In Value:
$8,000.00 per month
$11,250.00 per month estimated.
Actual monthly charges will vary.
Paid.
New leases: 6.00% of base rent for primary term. Minimum:
$1,000.00
Renewals: 3.00% of base rent for primary term* Minimum:
$500.00
New leases: $800.00 per lease Renewals:
$400.00 per lease
* Must be under current written lease.
8.00 % of Value
TBD for a monthly fixed fee for the project's duration.
Term
An initial five (5) year period and may be renewed for up to one (1) additional five (5) period
thereafter, subject to the mutual written agreement of both parties.
Services
Full -service management, accounting, financial statement preparation, rent billing
and collection and payment of all operating expenses. Excluded items are
preparation of tax returns. See management agreement for details.
EXHIBIT "A"
Subject Properties
1. 155 N.W. loth Street
2. Town Park Plaza North, 1990 N.W. 4th Court
3. Twin Homes, 1900 N.W. 2nd Court
4. St. John's Church Buildings
a. Office Building, 2 story
b. Mixed use, retail/apartments
c. Church building
5. Lyric Point
6. Black Police Precinct Museum,480 N.W. 1 lth St.
7. and other acquired properties in the future.
9 unit apartment
23 condominium units
1 duplex
4 units
2 retail units, 2 apartments
Retail — Sublease and management
Museum