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HomeMy WebLinkAboutPROFESSIONAL SERVICES AGREEMENT BETWEEN MEYBOHM REALTORS LLC FOR REAL ESTATE SALES SERVICES PROFESSIONAL SERVICES AGREEMENT BETWEEN MEYBOHM REALTORS LLC AND CITY OF AUGUSTA /AUGUTA HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT FOR REAL ESTATE SALES SERVICES This Agreement is made and entered into this 1 ST day ofStalgtlUoio, by and between City of Augusta, (hereinafter referred to as "Client "), and Meybohm Realtors LLC (hereinafter referred to as the "Consultant "). WITNESSETH WHEREAS, the Client is undertaking certain activities related to the revitalization of certain neighborhoods; and WHEREAS, the Client desires to engage the Consultant for the purpose of providing Real Estate Sales and Marketing services in support of the revitalization initiative in the Laney - Walker and Bethlehem neighborhoods; and NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. EMPLOYMENT OF CLIENT. Client agrees to engage the Consultant, and the Consultant agrees to provide Client services which involve working with Client's staff, contractors, developers, funding sources and neighborhood -based organizations as part of providing sales and marketing services for home developed as part of the redevelopment of Laney - Walker and Bethlehem neighborhoods. 2. SCOPE OF SERVICES. The Consultant will provide the services ( "Services" set forth in Appendix A, attached hereto and incorporated herein by reference. It is understood and agreed by the parties that the services of the Consultant do not include any of the following: the disbursement or account of funds distributed by the Client's financial officer, legal advice, fiscal audits or assistance with activities not related to this project. 3. LIAISON. The Client's designated liaison with the Consultant is Jesse Wiles President of APD Urban Planning and Management, LLC. 4. EFFECTIVE DATE AND TIME OF PERFORMANCE. This Contract takes effect on , 2010. Client may discontinue contract after one year or at any time during the contract period with 3o days notice to Consultant. Consultant may discontinue contract with 6o -day notice to Client. 5. Consultant shall have an Exclusive Right to Sell property developed as part of the Laney Walker /Bethlehem Redevelopment Project funded by Laney Walker Bond Financing Ho a listing exclusion will be granted projects fiinded by Neighborhood Stabilization Program funded property. In addition exclusion may be granted to a builder /developer, authorized to develop for sale property in the Laney Walker /Bethlehem Redevelopment area, for any prospective purchaser identified by the builder or developer prior to the start of construction for the respective property. Maybohm Real Estate Services Agreement Rev. 08.26.10 An approved builder /developer must identify the prospective purchaser by name, address, telephone number, and whether the prospective purchaser is represented by a license real estate agent. No exclusions will granted after the builder /developer has received a notice to proceed with construction. 6. COMPENSATION. For the satisfactory completion of the services to be provided under this Contract, the Client will pay the Consultant a commission not to exceed 6% of the gross sales price of and home sold as part of the Laney Walker /Bethlehem redevelopment program. The total commission paid (not to exceed 6 %) shall include both the selling and listing agent commission. Commission shall be paid only at closing. 7. INDEPENDENT CONTRACTOR. It is understood by the parties hereto that the Consultant is an independent contractor and as such, neither it nor its employees, if any, are employees of the Client for purposes of tax, retirement system, or social security (FICA) withholding. It is further understood that the Consultant will maintain at its expense for the duration of this Contract, coverage in a workers' compensation plan for its principles and employees for the services to be performed hereunder. 8. ELIGIBILITY. The Consultant certifies that the Consultant's firm and the firm's principals are not debarred, suspended, voluntarily excluded, or otherwise ineligible for participation in federally assisted contracts under Executive Order 12549; "Debarment and Suspension" [24 CFR 2 4.5 0 5]. 9. CONFLICT OF INTEREST. The Consultant covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the project that would conflict in any manner or degree with the performance of its services hereunder. The Consultant further covenants that, in performing this Contract, it will employ no person who has any such interest. Real Estate agent(s) assigned to the Laney Walker /Bethlehem Redevelopment Project by Consultant shall not be permitted to list or co -sale any property in the Laney Walker /Bethlehem Redevelopment Project Area without the approval of the Augusta Housing and Community Development Department. 10. ENTIRE AGREEMENT: MODIFICATION. This Contract contains the entire agreement between the parties, and no statements, promises or inducements made by either party, or agents of either party, that are not contained in the written Contract, are valid or binding. No changes, amendments or alterations shall be effective unless in writing and signed by both parties. The Consultant specifically acknowledges that in entering into and executing this agreement, Consultant relies solely upon the provisions contained in this agreement and not others. 11. NON - ASSIGNMENT OF AGREEMENT. Inasmuch as this agreement is intended to secure the specialized services of the Consultant, Consultant may not assign its rights, including the right to compensation, transfer, and delegate or subcontract any interest herein without the prior written consent of Client. Any subcontractor or assignee will be bound by all the terms and conditions of this contract. Page 2 of 8 MQybohm Real Estate Services Agreement Rev. 08.26.10 12. ASSIGNMENT OF PERSONNEL. The Consultant shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided and acceptable to Client, as is evidence in writing. 13. INDEMNIFICATION. The Consultant waives any and all claims and recourse against the Client, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incidental to the Consultant's performance of this contract. Further, the Consultant will indemnify, hold harmless, and defend the Client against any and all claims, demands, damages, costs, expenses, liability arising out of the Consultant's performance of this Contract except for liability arising out of the concurrent or sole negligence of the Client or its officers, agents or employees. Consultant shall also indemnify Client for any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board against the Consultant with respect to Consultant's `independent contractor' status that would establish a liability for failure to make any social security or income tax withholding payments. 14. INSURANCE. Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by Consultant, its agents, representatives, or employees. 15. BREACH OF CONTRACT. In the event of breach of Contract by the Consultant, the Client may at its option, engage the services of another Consultant to complete the work and deduct the cost of the completion from the amount due to the Consultant. In the event either the Consultant does not fulfill performance under this agreement, then the affected party may pursue all legal remedies available for breach of contract. 16. TERMINATION OF CONTRACT. This Contract may be terminated as follows: (a) Termination for cause. (i) If the Client determines that the Consultant has failed to comply with the terms and conditions of the Contract, it may terminate this Contract in whole or in part any time before the date of completion. If the Consultant fails to comply with any of the terms and conditions of this Contract, the Client may give notice, in writing, to the Consultant of any or all deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period to be specified in the notice, the Client may, with no further notice, declare this Contract to be terminated. The Consultant will thereafter be entitled to receive payment for those services reasonably performed to the date of termination, less the amount of reasonable damage suffered by the Client by reason of the Consultant's failure to comply with this Contract. (ii) Notwithstanding the above, the Consultant is not relieved of liability to the Client for damages sustained by the Client by virtue of any breach of this Contract by the Consultant, and the Client may withhold any payments to the Contractor for purposes of setoff until such time as the Page 3 of 8 Meybohm Real Estate Services Agreement Rev. 08.26.10 exact amount of damages due the Client from the Consultant is determined. (iii) Client may terminate this contract should funding cease or be materially decreased. 17. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this Contract, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. i8. DOCUMENTS INCORPORATED BY REFERENCE. The Client's Request for Qualifications for property acquisition services for the Laney - Walker and Bethlehem neighborhoods, submitted September 3, 2008, and all applicable federal and state statutes and regulations incorporated into this Contract by this reference are binding upon the Client. 19. OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and other materials prepared by the Consultant pursuant to this contract are to be the property of the Client, which have nonexclusive and unrestricted authority to release, publish or otherwise use, in whole or in part, information relating thereto. Any reuse without written verification or adaptation by Consultant for the specific purpose intended will be at the Owner's sole risk and without liability or legal exposure to the Client. No material produced in whole or in part under this Contract may be subject to copyright or patent in the United States or in any other country without the prior written permission of the Client. 20. REPORTS AND INFORMATION. The Consultant will maintain accounts and records, including personnel, property and financial records, which are adequate to identify and account for all costs pertaining to this Contract; and such other records as may be deemed necessary by the Client to assure proper accounting for all project funds, both federal and non - federal shares. These records will be made available for audit purposes to the Client or its authorized representative, and will be retained by the Client for five (5) years after the expiration of this Contract, unless permission to destroy them is granted by the Client. 21. The Consultant, at such times and in such forms as the Client may require, shall furnish Client monthly progress reports. Page 4 of 8 Meybohm Real Estate Services Agreement , Rev. 08.26.10 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first written above. ATTEST: Meybohm Realtor, LLC (Consultant) By: William G. Boatman / , / f f ATTEST: AUGUSTA, GEORGIA (Augusta) SEAL �� By: - _ ,, 6 ,,,r,, Deke S. Copenha r /ILA 1,th tI Ili I As Its Mayor � e a Bonn4 /3`i Clerk of Commission / .../ ederick Russell Administrator i - Chester A. Wheeler, III Director, AHCD Page 5of8 Mgybohm Real Estate Services Agreement , Rev. 08.26.10 APPENDIX "A" SCOPE OF WORK The selected Firm will sign a one -year agreement with the Firm to provide Broker Services through their New Homes Division to market and sell spec homes and pre -sales in the Heritage Pine neighborhood located in the Laney - Walker /Bethlehem revitalization project area. The agreement may be extended for an additional two (2) years with each party signing an extension agreement annually. The Scope of Services will include the following as a minimum: Definition of Target Market /Pricing • Definition of Target Market (age, income, etc.) • Provide Survey to area to understand requirements • Pricing of Homes (baseline with features and upgrades) • Selection of Home Plans in coordination with project architects • Define tag line Design of Marketing /Sales Strategy • Design and Implement of various street signage at each lot and various locations in downtown area • In coordination with project Marketing firm Design and Implement Web Site for immediate access to information (www.heritagepine.xxx) • Create Sales Brochures (brochure and features) • Input active listing into MLS • Recommendation of Preferred Lenders and mortgage products • Recommend agent commission strategy for both buyer and seller • Recommendation of Buyer Incentives (down payment assistance, builder incentives) • Active Marketing in local print /media as deemed appropriate (real estate publications and radio) • Create visual tours of spec homes and also model home • Hold open houses at model home • Hold events at model house • Hold events at various venues such as medical college and First Friday to market homes • Utilize social networking sites such as Facebook to market homes and provide links to website • Prepare and send news releases about events and homes • Use model home to establish a real estate sales office for project SITUATION ANALYSIS - FIRMS UNDERSTANDING OF CHALLENGES AND OPPORTJ NTIES As the Firm approaches a sales strategy for the Laney - Walker /Bethlehem area, they will be faced with many unique situations. The sales strategy for the Laney- Walker /Bethlehem area must address families and individuals who are below the area Median income and those that are above. The process to build mixed - income communities is challenging and will require experience in working with a wide range of prospective purchaser representing various social, economic, and ethnic origins. The Page 6 of 8 Meybohm Real Estate Services Agreement , Rev. 08.26.10 Firms selected to provide brokerage services should demonstrate successful experience in marketing and selling properties located in neighborhoods similar to the Laney - Walker /Bethlehem community. Page 7 of 8 Meybohm Real Estate Services Agreement Rev. 08.26.10 Page 8 of 8