Contract 2023-083ADocuSign Envelope ID: F89B100B-3DD5-426C-B319-485E1207A807
2023-083A
AGREEMENT No. 2023-083
REAL ESTATE BROKER SERVICES
THIS AGREEMENT, is made and entered into this Wednesday, August 9, 2023, by and between
the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of
Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as
"CITY"), and MIZZ REALTY GROUP, INC. d/b/a RE/MAX TITANIUM GROUP, INC., whose
address is: 375 E. Hwy. 50, Clermont, FL 34711, (hereinafter referred to as "CONTRACTOR").
WHEREAS, the City of Clermont issued RFP 23-076 titled Real Estate Broker Services;
WHEREAS, CONTRACTOR submitted its response dated June 15, 2023, to RFP 23-076;
WHEREAS, CITY desired to award a contract to CONTRACTOR in accordance with the terms
and conditions of RFP 23-076 and CONTRACTOR's response thereto;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
SCOPE OF WORK
The CONTRACTOR shall furnish real estate broker services as described in CITY's RFP 23-076
and CONTRACTOR's June 15, 2023 response thereto, which are expressly incorporated herein
and made a part of the Agreement Documents hereto and shall do everything required by this
Agreement and the Agreement Documents. Provided, however, that nothing herein shall require
CITY to purchase or acquire any items or services from CONTRACTOR.
2. THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the
Agreement Documents and the Unit Price Schedule an amount in accordance with the
compensation schedule set forth in Exhibit "A", attached hereto and incorporated herein.
3. PROVISION OF SERVICES AND COMPLETION OF WORK
A. The CONTRACTOR shall only provide the CITY with on -call real estate broker services
upon receipt of an authorized order from CITY and shall provide the requested items in
the timeframe and as set forth in RFP 23-076 or in the specific purchase order submitted
by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product
from CONTRACTOR or create an exclusive purchase agreement between CITY and
CONTRACTOR. CITY shall not be obligated or required to pay for any items received
until such time as CITY has accepted the items in accordance with the order provided to
CONTRACTOR.
B. CONTRACTOR, upon receipt of a purchase order hereunder, shall immediately notify
CITY if it has an issue or question related to the fulfillment of the order or whether there
DocuSign Envelope ID: F89B100B-3DD5-426C-B319-485E1207A807
Term Agreement
RFP 23-076 Real Estate Broker Services
will be any delay in providing the items requested. Failure of CONTRACTOR to so
notify CITY will preclude CONTRACTOR from seeking payment of any kind for any
items that were delayed in delivery. Upon receipt of notification of the delay, CITY may
at its sole option cancel the order and seek the items from any available source.
C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any
services herein by CITY or by any agent or representative as in compliance with the
terms of this Contract shall not operate as a waiver by the CITY of strict compliance with
the terms of this Contract and the CITY may require the CONTRACTOR replace the
accepted services so as to comply with the warranties and specifications hereof.
D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY
to purchase any minimum quantity of product during the term hereof.
4. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties and shall remain in
effect for a period of three (3) years thereafter unless terminated or renewed as provided
for herein.
B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice
to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's
convenience upon thirty (30) days' written notice to CONTRACTOR; b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of
the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a
labor dispute, which threatens to have a substantial, adverse impact upon the performance
of this Agreement, without prejudice to any other right or remedy CITY may have under
this Agreement. In the event of such termination, CITY shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this
Agreement, for work, properly performed and accepted prior to the effective date of
termination.
C. Upon mutual Agreement of the parties, this Agreement may be renewed for three (3)
additional one-year terms. Sixty (60) days prior to completion of each extended term of
this Agreement, CONTRACTOR may request and the City may consider an adjustment
to price based on changes in the Producer Price Index (PPI).
5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall
submit an invoice to CITY upon completion of the services and delivery of products to CITY as
set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for
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RFP 23-076 Real Estate Broker Services
all accepted deliveries and undisputed products delivered and services provided, within thirty (30)
calendar days of receipt of the invoice.
6. DISPUTE RESOLUTION - MEDIATION
A. Any claim, dispute or other matter in question arising out of or related to this Agreement
shall be subject to mediation as a condition precedent to voluntary arbitration or the
institution of legal or equitable proceedings by either party.
B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other
matters in question between them by mediation.
C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall
be held in Clermont, Lake County, Florida, unless another location is mutually agreed
upon. Agreements reached in mediation shall be enforceable as settlement Agreements in
any court having jurisdiction thereof.
7. INSURANCE AND INDEMNIFICATION RIDER
7.1. Worker's Compensation Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's
Compensation Insurance for all its employees connected with the work of this Project and, in case
any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide
Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such
employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall
comply with the Florida Worker's Compensation Law. In case any class of employees engaged in
hazardous work under this Agreement at the site of the Project is not protected under the Worker's
Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the
CITY, for the protection of employees not otherwise protected.
7.2. CONTRACTOR's Commercial General Liabilitv Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial
General Liability and Business Automobile Liability Insurance as shall protect it from claims for
damage for personal injury, including accidental death, as well as claims for property damages
which may arise from operating under this Agreement whether such operations are by itself or by
anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows:
A. CONTRACTOR's Commercial General Liability, $1,000,000 Each, ($2,000,000
aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage
Occurrence, Combined Single Limit
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RFP 23-076 Real Estate Broker Services
Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to
provide coverage on an occurrence basis.
7.3. CITY's and CONTRACTOR's Protective Liabilitv Insurance
The CITY shall procure and furnish a CITY's and CONTRACTOR's Protective Liability
Insurance Policy with the following minimum limits:
A. Bodily Injury Liability & $1,000,000 Each ($2,000,000 aggregate) Property Damage
Liability Occurrence Combined Single Limit.
7.4. Indemnification Rider
A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold
harmless the CITY and its employees from and against all claims, damages, losses and
expenses, including but not limited to reasonable attorney's fees, arising out of or
resulting from its performance of the Work, provided that any such claim, damage, loss
or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself) , and (2) is caused in whole
or in part by any negligent act or omission of the CONTRACTOR, any subcontractor,
anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, regardless of whether or not such acts are caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or
otherwise reduce any other right to obligation of indemnity which would otherwise exist
as to any party or person described in this Article; however, this indemnification does not
include the sole acts of negligence, damage or losses caused by the CITY and its other
contractors.
B. In any and all claims against the CITY or any of its agents or employees by any
employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable, the
indemnification obligations under this Paragraph shall not be limited in any way by any
limitation on the amount or type of damages, compensation or benefits payable by or for
the CONTRACTOR or any subcontractor under workers' or workmen's compensation
acts, disability benefit acts or other employee benefit acts.
C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and
valuable consideration from the CITY for the indemnification provided herein.
8. NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with return
receipt requested and postage prepaid, or by nationally recognized overnight courier service to the
address of the party set forth below. Any such notice shall be deemed given when received by the
party to whom it is intended.
DocuSign Envelope ID: F89B100B-3DD5-426C-B319-485E1207A807
Term Agreement
RFP 23-076 Real Estate Broker Services
A. CONTRACTOR:
RE/MAX Titanium
Attn: Steve Misciagno, Broker/Owner
375 E. Hwy. 50, Clermont, FL 34711
A. OWNER:
City of Clermont
Attn: Brian Bulthuis, City Manager
685 W. Montrose Street, Clermont, FL 34711
9. MISCELLANEOUS
9.1. Attornevs' Fees
In the event a suit or action is instituted to enforce or interpret any provision of this Agreement,
the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as
attorneys' fees at trial or on any appeal, in addition to all other sums provided by law.
9.2. Waiver
The waiver by city of breach of any provision of this Agreement shall not be construed or operate
as a waiver of any subsequent breach of such provision or of such provision itself and shall in no
way affect the enforcement of any other provisions of this Agreement.
9.3. Severability
If any provision of this Agreement or the application thereof to any person or circumstance is to
any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified
in such a manner as to make the Agreement valid and enforceable under applicable law, the
remainder of this Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest
extent permitted by applicable law.
9.4. Amendment
Except for as otherwise provided herein, this Agreement may not be modified or amended except
by an Agreement in writing signed by both parties.
9.5. Entire Aueement
This Agreement including the documents incorporated by reference contains the entire
understanding of the parties hereto and supersedes all prior and contemporaneous Agreements
between the parties with respect to the performance of services by CONTRACTOR.
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RFP 23-076 Real Estate Broker Services
9.6. Assignment
Except in the event of a merger, consolidation, or other change of control pursuant to the sale of
all or substantially all of either party's assets, this Agreement is personal to the parties hereto and
may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of
city.
9.7. Venue
The parties agree that the sole and exclusive venue for any cause of action arising out of this
Agreement shall be Lake County, Florida.
9.8. Applicable Law
This Agreement and any amendments hereto are executed and delivered in the State of Florida and
shall be governed, interpreted, construed and enforced in accordance with the laws of the State of
Florida.
9.9. Public Records
The CONTRACTOR expressly understands records associated with this project are public records
and agrees to comply with Florida's Public Records law, to include, to:
A. Keep and maintain public records that ordinarily and necessarily would be required by
the CITY in order to perform the services contemplated herein.
B. Provide the public with access to public records on the same terms and conditions that the
CITY would provide the records and at a cost that does not exceed the cost provided in
this Florida's Public Records law 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 CITY all
public records in possession of CONTRACTOR upon the termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. CONTRACTOR shall use reasonable efforts to
provide all records stored electronically to the CITY in a format that is compatible with
the information technology systems of the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE
CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331.
DocuSign Envelope ID: F89B100B-3DD5-426C-B319-485E1207A807
Term Agreement
RFP 23-076 Real Estate Broker Services
10. CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Contract as if herein
repeated.
Document Precedence:
A. This Agreement
B. Purchase Order / Notice To Proceed
C. An applicable Contractor Quote or Statement of Work
D. All documents contained in RFP 23-076 titled Real Estate Broker Services and
CONTRACTOR's response thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this I Ith day of
August 2023.
CITY OF CLERMONT
DocuSigned by:
2BA7692F758C492... /I',- DS
Tim Murry, Mayor
ATTEST:
ITDocuSigned by:
aacy A44.,yd Haavc \
3AF)7F3490.56344A
Tracy Ackroyd Howe, City Clerk
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DocuSign Envelope ID: F89B100B-3DD5-426C-B319-485E1207A807
MIZZ REALTY GROUP, INC.
d/b/a RE/MAX TITANIUM GROUP, INC.
Docu Signed by:
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By QFFQ7.;FFSF9FdFC
(Signature)
Print Name: Steve Misciagno
Title: Broker
Date: 8/ 11 /2023
DocuSign Envelope ID: F89B100B-3DD5-426C-B319-485E1207A807
EXHIBIT "A"
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FEE SCHEDULE
The fee for listing properties is the standard 6%. We split that
fee with other brokerages if they bring a suitable buyer, and
the city accepts their offer. If I bring the buyer and represent
both sides of the transaction, I reduce the commission to a
total of 4% which is a 2% discount for the city.
If the city is purchasing a building, the seller will usually have a
commission implemented in their listing agreement to pay the
buyers representative a commission. If they are not offering
any commission which is rare, we charge a 3% fee that we can
include into the transaction for our services.
If we are placing a tenant in a commercial property, we have
been compensated a couple of ways. We collect the equivalent
of one month's rent or 3% of the gross rent collected in the
first 12 months.
Evaluations on properties. I charge a $1,500 fee for my time
and opinions on properties. This also would be a case -by -case
basis depending on what's needed or required by the city.
Other costs for our customers on completed transactions are a
$35 per file for E&O insurance and a $399 file management fee.
This is to cover the cost of making sure the file is compliant and
to store the file for a minimum of 5 years per the state
guidelines.
375 F, HWY 50 CLERMONT FL 34711
352-874-6638 WWW.TITANIUMBROKER.COM
DocuSign Envelope ID: F89B100B-3DD5-426C-B319-485E1207A807
Request For Proposal #RFP 23-076
Title: Real Estate Broker Services
3. STATEMENT OF WORK
3.1. Scope of Services
The City of Clermont is seeking a qualified real estate firm, licensed in the State of Florida, to
provide their services to the City. The successful respondent must provide the following
services:
A. Services required to perform market analysis.
B. Develop strategies for the sale and/or lease of properties.
C. Negotiate with buyers or lessees on behalf of the City.
D. Coordinate real estate appraisals.
E. Coordinate real estate transaction closings.
F. Handle all other customary activities and services associated with real estate
transactions
Other services may include consulting with City staff and City Council members relating to the
sale and/or lease of real estate. Presentations at public meetings may be required.
3.2. Minimum Qualifications
A. Must be currently licensed and in good standing with the State of Florida.
B. Must have an excellent reputation in the real estate community.
C. Must be knowledgeable in the local real estate market and have experience with small
and large properties.
D. Must be knowledgeable in the use of all public real estate records.
E. The successful respondent must have a real estate broker license for a minimum of five
(5) years.
F. The real estate broker must maintain an office that complies with state statutes and the
rules of the Florida Real Estate Commission.
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