R24-101RESOLUTION NO. R24-101
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING AN INTERLOCAL AGREEMENT BETWEEN THE
5 CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY
6 REDEVELOPMENT AGENCY FOR PUBLIC MEETING SUPPORT SERVICES; AND
7 PROVIDING AN EFFECTIVE DATE; AND FOR ALL OTHER PURPOSES.
8
9 WHEREAS, the City has elected to enter into an agreement with Primestar Digital Network
10 ("Primestar") to provide videography services for the public meetings of the City Commission and
11 the Boynton Beach Community Redevelopment Agency ("BBCRA") Board ("Primestar Services");
12 and
13 WHEREAS, the BBCRA desires to use Primestar to provide videography services for public
14 meetings of the BBCRA Board and advisory boards; and
15 WHEREAS, the City elected to enter into an agreement with Granicus for the use of PEAK
16 Agenda Management software for public meetings of the City Commission and the City's advisory
17 boards ("Granicus Services"); and
18 WHEREAS, the BBCRA desires to use Granicus PEAK Agenda Management software for
19 BBCRA Board meetings and advisory board meetings; and
20 WHEREAS, the BBCRA desires to contribute its proportional share of the cost of its use of
21 the Primestar Services and the Granicus Services for the public meetings of the BBCRA Board and
22 advisory boards; and
23 WHEREAS, the City desires to enable the BBCRA to contribute its proportional share of
24 the cost of its use of Public Meeting Support Services; and
25 WHEREAS, the parties acknowledge and agree that the Primestar services and the
26 Granicus services were procured by the City in accordance with the requirements of the City of
27 Boynton Beach Procurement policy; and
28 WHEREAS, the City and the BBCRA find that this Agreement serves a municipal and public
29 purpose, and is consistent with and in furtherance of the Community Redevelopment Plan and
30 the requirements of Chapter 163, Florida Statutes; and
31 WHEREAS, the City Commission, upon recommendation of staff, has deemed it to be in
32 the best interests of the citizens and residents of the City to approve the Interlocal Agreement
33 between the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency
34 for Public Meeting Support Services.
35
36 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
37 BEACH, FLORIDA, THAT:
38 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
39 being true and correct and are hereby made a specific part of this Resolution upon adoption.
40 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
41 approve the Interlocal Agreement between the City of Boynton Beach and the Boynton Beach
42 Community Redevelopment Agency for Public Meeting Support Services (the "Interlocal
43 Agreement"), in form and substance similar to that attached as "Exhibit A".
44 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
45 authorizes the Mayor to execute the Interlocal Agreement, and such other related documents as
46 may be necessary to accomplish the purpose of this Resolution.
47 SECTION 4. The City Clerk shall file the fully -executed original of the Agreement with
48 the Clerk of the Circuit Court of Palm Beach County, Florida, as required by Section 163.01 (11),
49 Florida Statutes. A copy of the filed Interlocal Agreement shall be provided to Kris Pinto, Vicki
50 Curfman, and Timothy Tack.
51 SECTION 5. This Resolution shall take effect in accordance with law.
52
53
54
55
56 Signatures on following page
57
5s
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60 PASSED AND ADOPTED this 7th day of May 2024
61
CITY OF BOYNTON BEACH, FLORIDA
62
YES NO
63
Mayor — Ty Penserga
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/
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Vice Mayor —Aimee Kelley
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1/
67
Commissioner — Angela Cruz
68
69
Commissioner — Woodrow L. Hay
70
/
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Commissioner — Thomas Turkin
/
72
73
VOTE
74
AT ES
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76
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Mayle e sus, MPA,
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City Cle
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80 ON F9 APPROVED AS TO FORM:
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84 1 C' Shawna G. Lamb
85••" F�p��� City Attorney
INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE
BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR PUBLIC
MEETING SUPPORT SERVICES
THIS AGREEMENT ("Agreement") is made this lay of naau � 2024, by
and between the CITY OF BOYNTON BEACH, a Florida municipal corporation, (hereinafter
referred to as "City"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY,
a public body corporate and politic, duly created and operated pursuant to Chapter 163, Florida
Statutes (hereinafter referred to as the "BBCRA"). The City and BBCRA may be referred to herein
individually as a "party" and collectively as the "parties."
WITNESSETH:
WHEREAS, the CITY has elected to enter into an agreement with Primestar Digital
Network. ("Primestar") to provide videography services for the public meetings of the City
Commission and the BBCRA Board ("Primestar Services"), a copy of which is attached hereto as
Exhibit A ("Primestar Agreement"); and
WHEREAS, the BBCRA desires to use Primestar to provide videography services for
public meetings of the BBCRA Board and advisory boards; an
WHEREAS, the CITY elected to enter into an agreement with Granicus for the use of
PEAK Agenda Management software for public meetings of the City Commission and the City's
advisory boards ("Granicus Services"), a copy of which is attached hereto as Exhibit B ("Granicus
Agreement"). The Primestar Agreement and the Granicus Agreement are collectively known as
the "Service Agreements"; and
WHEREAS, the BBCRA desires to use Granicus PEAK Agenda Management software
for BBCRA Board meetings and advisory board meetings; and
WHEREAS, the BBCRA desires to contribute its proportional share of the cost of its use
of the Primestar Services and the Granicus Services for the public meetings of the BBCRA Board
and advisory boards (collectively known as "Public Meeting Support Services,") as described in
4885-6255-0945, v. 2
this Agreement; and
WHEREAS, the CITY desires to enable the BBCRA to contribute its proportional share of
the cost of its use of Public Meeting Support Services, as described in this Agreement; and
WHEREAS, the parties acknowledge and agree that the Primestar services and the
Granicus services were procured by the City in accordance with the requirements of the City of
Boynton Beach Procurement code; and
WHEREAS, the City and the BBCRA find that this Agreement serves a municipal and
public purpose, and is consistent with and in furtherance of the Community Redevelopment Plan
and the requirements of Chapter 163, Florida Statutes;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties agree as follows:
1. Recitations. The recitations set forth above are hereby incorporated herein.
2. Definitions. Terms not otherwise defined herein shall have the meaning set forth in the
Service Agreements (including the Exhibits to these Agreements). In the event of a conflict
between a definition in this Agreement and a definition in the Service Agreements, the terms
in this Agreement shall control. All other terms shall have their ordinary dictionary definitions.
3. Payment. The parties agree:
a. Contribution. The BBCRA shall be responsible for providing payment to the CITY for its
proportionate share of the Public Meeting Support Services, as further described in Exhibit
A. Such payments shall be made within 15 days of the BBCRA receiving a complete
written request for payment from the CITY.
b. Invoicing. The CITY will submit the complete written request for payment to the BBCRA
within 15 days of the receiving invoices from Primestar and from Granicus.
i. For purposes of this Agreement, a complete written request shall include:
1. The amount of payment requested.
2. A copy of the Primestar invoice and the Granicus invoice to the CITY.
4885-6255-0945, v. 2
3. A breakdown of the amount owed to the CITY by the BBCRA, in accordance
with Exhibit A.
ii. In the event the written request is incomplete, the BBCRA shall notify the CITY within
five days of receiving the incomplete request; otherwise such request shall be deemed
complete. Upon receiving written notice of an incomplete request, and the CITY shall
have 10 days to submit the complete written request; otherwise such written request
shall be ineligible for payment.
c. BBCRA payment for services previously rendered. BBCRA agrees to contribute its
proportionate share of its use of the PEAK Agenda Management Software for BBCRA
meetings that occurred prior to the execution of this Agreement and the upgraded video
production equipment for the provision of Primestar Services that was purchased prior to
the execution of this Agreement. Accordingly, BBCRA shall make a one-time payment
to the City in the amount of Three Thousand One Hundred and Sixty -Three Dollars
($3,163) for its proportionate share of the PEAK Agenda Management software from May
1, 2023 to December 31, 2023 and a one-time payment of Six Thousand and Fifty -Nine
Dollars ($6,059) for its proportionate share of the upgraded video production equipment.
4. Coordination. The parties agree to the following concerning coordination related to this
Agreement.
a. Between the City and BBCRA. Coordination between the City and BBCRA shall occur
as follows:
i. The City shall designate a single point of contact ("City Project Manager") for
coordination with the BBCRA concerning this Agreement. The City may modify the
person acting as the City Project Manager upon written notice to the BBCRA. At
present, the City designates
shall copy
4885-6255-0945, v. 2
(email) and
(in finance) at
who can be reached at
(phone number). The BBCRA
(email) on all
correspondences concerning invoices and Payments due.
ii. The BBCRA shall designate a single point of contact ("BBCRA Project Manager") for
coordination with the City concerning this Agreement. The BBCRA may modify the
person acting as the City Project Manager upon written notice to the City. At present,
the BBCRA designates Timothy Tack, who can be reached at tackt@bbfl.us and
(561)600-9091, with a copy of all emails to be directed to Bonnie Nicklien at
nicklienb@bbfl.us.
b. With Primestar and with Granicus. The BBCRA shall coordinate directly with Primestar
and with Granicus for the provision of Public Meeting Support Services for BBCRA public
meetings.
5. Relationship to the Primestar Agreement and the Granicus Agreement.
a. The parties agree that the BBCRA shall be responsible for providing payment to the City
and coordinating with the respective vendor for Public Meeting Support Services for
BBCRA public meetings. The City shall be responsible for all other administration of the
Service Agreements.
b. The parties understand and acknowledge that the BBCRA is named as a third party
beneficiary to the Primestar Agreement with the full power and authority to enforce the
Primestar Agreement to the same effect as if it had been made an express party to the
Primestar Agreement.
c. The BBCRA agrees to release the City from any and all claims that may have against
Primestar and/or Granicus related to the provisions of Public Meeting Support Services
for BBCRA public meetings.
d. The City shall not terminate the Primestar Agreement and/or the Granicus Agreement
without the prior written consent of the BBCRA.
6. Notice and Contact. All notices and requests concerning this Agreement shall be delivered
via email to the City Project Manager or the BBCRA Project Manager, as applicable, which
4885-6255-0945, v. 2
email delivery shall be deemed "written" or "in writing" for purposes of this Agreement. Notices
concerning default or termination, or requests for modifications to this Agreement shall also
be delivered by email and by writing sent by one of (1) United States mail, return receipt
requested, (2) courier, evidenced by a delivery receipt, or (3) by overnight express delivery
service, evidenced by a delivery receipt, which notice or request shall be addressed to the
person designated by each party for receipt of legal notice. At present, the parties designate
the following for receipt of legal notice:
If to the BBCRA: Kathryn Rossmell
Lewis, Longman & Walker, PA
360 S. Rosemary Avenue
Suite 1100
West Palm Beach, FL 33401
krossmell(cb-Ilw-law.com
If to the City: Shawna Lamb
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
7. Term. This Agreement shall become valid and commence upon execution by the last party
to this Agreement ("Effective Date"). This Agreement shall be in effect from the Effective Date
and unless earlier terminated pursuant to the terms of this Agreement, shall automatically
terminate upon either the termination of the Primestar Agreement or the termination of the
Granicus agreement, whichever is later.
8. Public Records. The City and the CRA each shall maintain their own records and documents
associated with this Agreement in accordance with the requirements set forth in Chapter 119,
Florida Statutes. All such records shall be adequate to justify all charges, expenses, and
costs incurred in accordance with generally accepted accounting principles. Each party shall
have access to the other party's books, records and documents as required in this Agreement
for the purpose of inspection or audit during normal business hours during the term of this
Agreement and at least one year after the termination of the Agreement.
4885-6255-0945, v. 2
9. Filing. The City shall file this Agreement pursuant to the requirements of Section 163.01(11)
of the Florida Statutes
10. Sovereign Immunity. Nothing in this Agreement shall be deemed to affect the rights,
privileges, and sovereign immunities of the BBCRA or the City as set forth in Section 768.28,
Florida Statutes.
11. Termination; Default. Either party may terminate this agreement without cause with thirty
(30) days written notice. If either party defaults by failing to perform or observe any of the
material terms and conditions of this Agreement for a period of 10 calendar days after receipt
of written notice of such default from the other party, the party giving notice of default may
terminate this Agreement through written notice to the other party. Failure of any party to
exercise its right in the event of any default by the other party shall not constitute a waiver of
such rights. No party shall be deemed to have waived any rights related to the other party's
failure to perform unless such waiver is in writing and executed by both parties. Such waiver
shall be limited to the terms specifically contained therein. This section shall be without
prejudice to the rights of any party to seek a legal remedy for any breach of the other party as
may be available to it in law or equity. Notwithstanding the foregoing, in the event of a default
by the either party, the exclusive remedy for such default shall be monetary, limited to actual
damages incurred, and shall not exceed the amount actually paid to Primestar pursuant to the
Primestar Agreement.
12. Entire Agreement. This Agreement represents the entire and sole agreement and
understanding between the parties concerning the subject matter expressed herein. No terms
herein may be altered, except in writing and then only if signed by all the parties hereto. All
prior and contemporaneous agreements, understandings, communications, conditions or
representations, of any kind or nature, oral or written, concerning the subject matter expressed
herein, are merged into this Agreement and the terms of this Agreement supersede all such
other agreements. No extraneous information may be used to alter the terms of this
4885-6255-0945, v. 2
Agreement.
13. Severability. The validity of any portion, article, paragraph, provision, clause, or any portion
thereof of this Agreement shall have no force and effect upon the validity of any other part of
portion hereof. To that end, this Agreement is declared severable.
14. No Third Party Beneficiaries. No provision of this Agreement is intended to, or shall be
construed to, create any third party beneficiary or to provide any rights to any person or entity
not a party to this Agreement, including but not limited to any citizen or employees of the City
or the BBCRA.
15. No Assignment. The Parties may not transfer or assign this Agreement in whole or in part,
without prior written consent of the other, which may be granted or withheld at the other party's
absolute discretion.
16. Governing Law; Venue. This Agreement shall be governed by and in accordance with the
Laws of Florida. The venue for any action arising from this Agreement shall be in Palm Beach
County, Florida.
17. Survival. The provisions of this Agreement regarding termination and records shall survive
the expiration or termination of this Agreement and remain in full force and effect.
18. Time is of the Essence. The parties acknowledge that time is of the essence in the
performance of the provisions in this Agreement.
19. Counterparts and Transmission. To facilitate execution, this Agreement may be executed
in as many counterparts as may be convenient or required, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. The
executed signature page(s) from each original may be joined together and attached to one
such original and it shall constitute one and the same instrument. In addition, said counterparts
may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic
mail), which transmitted document shall be deemed an original document for all purposes
hereunder.
4885-6255-0945, v. 2
20. Interpretation; Independent Advice. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have been
prepared by counsel for one of the parties. The parties declare that the terms of this
Agreement have been read and are fully understood. The parties understand that this is a
binding legal document, and each party is advised to seek independent legal advice in
connection with the matters referenced herein.
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be
executed on the day and year written below.
Agency
ATTEST-—-.
�
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By
CRA/Attorney
ATTEST:
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
City Attorney
4885-6255-0945, v. 2
Boynton Beach Community Redevelopment
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Print Name ._____ ..............
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City of Boynton Beach, Florida
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Print Name:
Title:
Date:
20. Interpretation; Independent Advice. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have been
prepared by counsel for one of the parties. The parties declare that the terms of this
Agreement have been read and are fully understood. The parties understand that this is a
binding legal document, and each party is advised to seek independent legal advice in
connection with the matters referenced herein.
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be
executed on the day and year written below.
Agency
ATTEST:
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
CRA At
ATTES
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
City Attorney
4885-6255-0945, v. 2
Boynton Beach Community Redevelopment
By:
Print Name:
Title:
Date:
City of Boynton Beach, Flor'
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EXHIBIT A
The BBCRA proportionate share of the Public Meeting Support Services is as follows.
Primestar Services
$2100 for each BBCRA meeting
and
$3150 for any portion of a BBCRA meeting
that goes beyond 11:59:59 p.m.
Subscription for PEAK agenda management
software.
$424.67/month*
* This monthly subscription fee shall be adjusted annually in accordance with the "Future Year
Pricing" schedule provided in the Granicus agreement.
4885-6255-0945, v.2