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HomeMy Public PortalAboutCRA Brenda SmithCity of Crestview City Clerk Coversheet Doc 1111 II 111111A111 111 II Contracts Year 2015 5/3/2019 SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 1st day of May, 2015, by and between the, Community Redevelopment Agency Board of the City of Crestview, Florida, whose address is 198 Wilson Street North, Crestview, FL 32536 (hereinafter referred to as "CRA Board"), and Brenda B. Smith, 6145 Tansey, Crestview, FL 32539 (hereinafter referred to as "Smith"), defines the professional relationship between the two as follows: WITNESSETH: WHEREAS, the CRA Board has adopted the National Trust for Historic Preservation's "Main Street 4 Point Approach to Revitalization" as a means of revitalizing the historic downtown of the City; WHEREAS, integral to the Main Street Approach is the support of the local Main Street organization by the local municipality; WHEREAS, the CRA Board desires to support the Main Street organization by retaining the services of Smith as CRA/Main Street Director of that program known within the community as Crestview Main Street: WHEREAS, it is the desire of the CRA Board, to provide a scope of work for Smith as to said position; WHEREAS, Smith desires to accept the position of Director of the Main Street Program which shall also function as the CRA Official, in accord with the terms and conditions set forth herein. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the parties agree as follows: Section 1. Duties Smith as CRA/Main Street Director shall coordinate activity within the Main Street Association and the Community Redevelopment Agency revitalization program, utilizing preservation as an integral foundation for the CRA/Main Street District's economic development. She shall be responsible for the development, conduct, execution, and documentation of the Main Street program. Smith, as CRA/Main Street Director, is the principal person responsible for coordinating all projects and activities locally as well as for representing the District regionally and nationally as appropriate. In addition, Smith, as the CRA/Main Street Director shall help guide the organization as it grows and as its objective's evolve. In meeting the above objectives, Smith shall carry out the following tasks: a) Coordinate activity of the Main Street program committees, ensuring that communication between committees is well established; assist committees with implementation of work plan items. 1 b) Oversee the administrative aspects of the Main Street program, which includes the preparation of the reports required by the CRA Board, Florida Main Street program, and by the National Main Street Center; assisting with. the preparation of reports to funding agencies; and supervising part-time employees or consultants. c) Assist the Main Street Organization's Board of Directors in the planning of the activities associated with special events; recruitment, training and motivation of volunteers (working with the Volunteer Coordinator); promotions; public relations and marketing of events; carrying out/conducting the event and event evaluations (working with Committee or event chair and volunteers). Smith shall be the primary spokesperson for the communication of all special events to the general public and shall coordinate public relations, media relations and publicity for special events and marketing activities. d) Develop, in conjunction with the Main Street Organization's Board of Directors, economic development strategies that are based on historic preservation and utilize the District's human and economic resources; become familiar with all persons and groups directly involved in the District. e) Taking into consideration the roles of various district interest groups, assist the Main Street Organization's Board of Directors and committees in developing an annual action plan for implementing the District's revitalization program focused on four areas: design/historic preservation; promotion; organization/management; and economic restructuring /development. f) Develop and conduct ongoing public awareness and education programs designed to enhance appreciation of the District's architecture and other assets and to foster an understanding of the Main Street program's goals and objectives. Use speaking engagements, media, interviews, and personal appearances to keep the program in the public eye. g) Assess the management capacity of various commercial organizations and encourage improvements in the District's ability to carry out joint activities such as promotional events, advertising, special events, business recruitment, and so on. h) Keep the public informed concerning the Main Street program activities and goals; help coordinate joint promotional events, such as seasonal festivals or cooperative retail promotions in the district; work closely with local media to ensure maximum coverage of promotional activities; encourage design excellence in all aspects of promotion in order to advance an image of quality for the district. i) Encourage a cooperative climate between the District's interests and local public officials. and help build strong and productive working relationships with appropriate public agencies at the local and state levels. j) Utilizing the Main Street program format, develop and maintain data systems to track the process and progress of the local Main Street program. These systems should include economic monitoring, individual building files, thorough photographic documentation of all physical changes and information on job creation and business retention. k) Represent the District to important constituencies at the local, state, and national levels. Speak effectively on the program's directions and findings, always mindful of the need to improve local, state and national economic development policies as they relate to urban commercial districts. 1) Develop, in conjunction with the Main Street Board of Directors, fund raising activities; provide guidance, and assistance to committees and the Main Street Board of Directors in raising funds for the organization. Section 2 Term a) The term of this Agreement shall be for twelve (12) months, beginning May 1, 2015, and ending April 30, 2016. This Agreement may be renewed by an approved amendment for continuation of services on a yearly basis. b) Nothing within this Personal Services Agreement shall prevent, limit, interfere with, or otherwise restrict the rights of the CRA Board to terminate the services of Smith at any time, with or without cause, subject only to the provisions set forth in Section 3 of this agreement. c) Smith may terminate this agreement by providing the CRA Board thirty (30) days written notice of her desire to terminate this agreement. Upon termination of this agreement, Smith shall be entitled to compensation accrued at the rate established within this agreement up to the effective date of termination. Section 3. Termination and Severance Pay a) Notwithstanding anything contained elsewhere herein, the CRA Board may terminate this agreement, and the services of Smith, with or without cause, and with no obligation of either party to observe any particular guidelines, notice, or other procedure as a condition of the termination of this agreement and/or the termination of Smith's services. In the event Smith is terminated because of her having committed an illegal act involving personal gain to her, or any felony or misdemeanor involving moral turpitude, then in that event, CRA Board shall have no obligation to pay any aggregate severance pay to Smith. Otherwise, if the CRA Board should elect to terminate this agreement before the expiration of its stated term; CRA Board shall pay to Smith a lump sum amount equal to three thousand, three hundred and thirty three dollars ($3333.00). Said lump sum payment shall be due and payable in full within thirty (30) days of the termination or forced resignation. Section 4. Compensation a) In exchange for her services hereunder, Smith shall receive compensation calculated at the rate of $40,000.00 for the term of this contract, payable in twelve (12) monthly installments of $3,333.33. The support documentation shall be submitted and verified by the Growth Management Director by the last day of the month and issuance of installment payment shall be by the 5th on the next month. b) The CRA Board will not maintain any insurance policies with coverage applicable to Smith as she is an independent contractor, including but not 3 limited to Worker's Compensation or Unemployment Compensation since Smith is not to be considered an employee of the CRA Board. c) Smith shall use her own automobile to the extent required for work -related business and the CRA Board shall reimburse Smith the expense thereof at the mileage rate provided for federal income tax deduction, provided that she maintains records of such mileage as required by CRA Board. d) In that furtherance of Smith's education in the area of Historic Preservation and Revitalization will benefit both the CRA Board and Smith, the CRA Board, subject to a budget appropriation and prior approval by the CRA Board and the Growth Management Director to pay reasonable expenditures for travel and subsistence for short courses, institutes, seminars, professional association meetings, and other like activities, such as the Florida Main Street Quarterly Director's Meetings, the annual Florida Main Street Conference and the annual National Main Street Conference, aimed at improving the qualifications of Smith, and provide for Smith's membership in appropriate organizations and subscriptions to appropriate publications. Section 5. Benefits/Insurance In as much as Smith shall not be an employee of the CRA Board or the City of Crestview, Smith shall not be entitled to participate in any group health insurance plans provided to regular employees and the CRA Board shall not contribute to any insurance coverage attributable to Smith. Similarly, Smith shall not be eligible to participate in any pension or retirement plan which is offered exclusively to the employees of the CRA Board or the City of Crestview. Section 6. Office Space The CRA Board will provide Smith as additional consideration for services under this Agreement, an adequate office space, furniture and supplies to fulfill the activities and responsibilities as specified in Section 1. Section 7. Attorney's Fees. Should enforcement of the rights, responsibilities, and duties of the parties as set forth within the agreement result in litigation between the parties including appellate proceedings, if any, the prevailing party shall be entitled to recover all court costs, including a reasonable attorney's fees. Section 8. Negotiation. The parties to this Agreement acknowledge that all terms of this Agreement were negotiated at arm's length and that this Agreement and all documents executed in connection herewith were prepared and executed without undue influence exerted by any party or on any party. Further, this Agreement was drafted jointly by both parties, and no parties are entitled to the benefit of any rules of construction with respect to the interpretation of any terms, conditions or provisions of this Agreement in favor of or against any person or party who drafted this Agreement. Section 9. Venue and Waiver of Jury Trial. The location for settlement of any and all claims, controversies, disputes, arising out of or relating to any part of this Agreement, or any breach hereof, shall be exclusively in Okaloosa County, Florida and nowhere else. The parties further agree that any controversy which may arise under this agreement 4 would involve complicated and difficult factual and legal issues. Therefore, any action brought by one party against the other party, brought by one party, alone or in combination with others against the other party, whether arising out of this agreement or otherwise, shall be determined by a judge sitting without a jury. Section 10. Assignment or Sublicense Prohibited. No assignment of this Agreement or any interest therein shall be made by Smith or granted by the CRA Board. Section 11. Sovereign Immunity. Nothing in this Agreement is intended to nor shall be construed to waive the CRA Board or City of Crestview rights and immunities under the Florida Constitution, Common law, or Florida Statutes §768.28, as amended from time to time. Section 12. Public Records. Contractor shall comply with Florida Public Records Laws, specifically to: a) Keep and maintain public records that ordinarily and necessarily would be required by the CRA Board or City of Crestview in order to perform the service. b) Provide the public with access to public records on the same temis and conditions that the CRA Board or City of Crestview would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost, to the CRA Board or City of Crestview all public records in possession of the Smith upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CRA Board or City of Crestview in a format that is compatible with the information technology systems of the CRA Board or City of Crestview. Section 13. General Provisions a) The text herein shall constitute the entire agreement between the parties, and shall supersede any and all prior agreements or understandings between the parties. b) This Agreement shall become effective commencing on the 1st day of May, 2015. c) The parties specifically agree that the term of Smith's service shall be govemed by the terms of this Personal Services Agreement as an Independent Contractor rather than by any Policy or Law applicable to regular employees. Smith shall accordingly serve at the will of CRA Board and may be terminated with or without cause and with or without notice at any time at the 5 discretion of the CRA Board, subject only to the provisions of Section 3 above. If any provision, or any portion thereof, contained in this Personal Services Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected and shall remain in full force and effect. IN WITNESS WHEREOF, The CRA Board has caused this Agreement to be signed and executed on its behalf of the Community Redevelopment Agency Board of the City of Crestview, Florida, by Shannon Hayes, its President, and Brenda Smith, as an Independent Contractor, has signed and executed this Agreement, both in duplicate, on the day and year first written. APPROVED the 27th day of April, 2015. Witnesses: COMMUNITY REDEVELOPMENT AGENCY, CRESTVIEW, FLORIDA (etZ, 42- t 4#D,zEr.f; Printed Name Printed Name STATE OF FLORIDA COUNTY OF OKALOOSA SHANNON HAYES Chairman I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgments, personally appeared Shannon Hayes, CRA Chairman, who is _e-rsonally known to me or who has produced drivers license as identification, and who, executed the foregoing instrument and acknowledged before me the execution of same. WITNESS my_hrkand offici • seal • t the City of Crestview, County of Okaloosa and State of Florida this 9- day o , 2015. SEAL My Commission Expires: vtN ENriztaarrzbim. SRtoayte of Florida ,Ar My Commission FF 049588 fir. Expires 08/28/2017 6 Witnesses: '-';ea--se9 Printed Name STATE OF FLORIDA COUNTY OF OKALOOSA Independent Contractor Brenda BoS ith I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgments, personally appeared Brenda B. Smith, who is personally known to me or who has produced drivers license as identification, and who, executed the foregoing instrument and acknowledged before me the execution of same. WITNESS my hand and official seal at the City of Crestview, County of Okaloosa and State of Florida (_513,-- day of A , 2015. eACk otary Public My Commission Expires: 1540 g'...Y(./.9 MARSHA P. JOHNS s* 1SV: Notary Public, State of Florida 5.,4t.. 16- Expires 8/512016 • OF 0, My CommisSion # EE197522 7