HomeMy WebLinkAboutR26-178 RESOLUTION NO. R26-178
1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
2 BEACH, FLORIDA, APPROVING THE AMENDED AND RESTATED
3 MASTER ADMINISTRATIVE SERVICES INTERLOCAL AGREEMENT
4 BETWEEN THE CITY AND THE BOYNTON BEACH COMMUNITY
5 REDEVELOPMENT AGENCY FOR CITY MANAGER CHIEF EXECUTIVE
6 OFFICER SERVICES, HUMAN RESOURCE SERVICES, FINANCE SERVICES,
7 INFORMATION TECHNOLOGY SERVICES, CITY CLERK SERVICES,
8 PROCUREMENT SERVICES, ADDITIONAL SERVICES, CITY-CONTRACT
9 PURCHASES, SPECIAL COUNSEL LEGAL SERVICES, AND RISK
10 MANAGEMENT SERVICES, AND APPROVING THE WAIVER OF
11 CONFLICT AND CONSENT TO CONCURRENT REPRESENTATION
12 BETWEEN THE CITY AND THE BOYNTON BEACH COMMUNITY
13 REDEVELOPMENT AGENCY; AND FOR ALL OTHER PURPOSES.
14
15 WHEREAS, the Parties entered into that certain Interlocal Agreement between the City of
16 Boynton Beach and the Boynton Beach Community Redevelopment Agency ("CRA") for City
17 Services, including City Manager Interim Executive Director Services, Human Resource Services,
18 Finance Services, and Information Technology Services, dated April 21, 2026 (the "Original
19 Agreement"); and
20 WHEREAS, on June 16, 2026, the Parties entered into the First Amendment to the
21 Interlocal Agreement approved by Resolution No. R26-107, amending the scope of services to
22 include City Clerk services, including public records request processing, records retention, agenda
23 preparation, and meeting minutes services, and Procurement Services, including solicitation
24 management and administration, contract review and compliance, vendor management, and
25 procurement advisory services; and
26 WHEREAS, on August 11, 2026, the City Commission approved the Second Amendment
27 to the Interlocal Agreement, which established the contract position of Chief Executive Officer of
28 the CRA and the Chief Executive Officer Services Budget, authorized Additional Services and City-
29 Contract Purchases, and confirmed the entity independence of the Parties; and
30 WHEREAS, the Parties now desire to amend and restate the Original Agreement, as
31 amended by the First Amendment and the Second Amendment, in its entirety, in order to (i)
32 consolidate the Original Agreement, the First Amendment, and the Second Amendment into a
33 single, integrated instrument;(ii)add Legal Services in the areas of procurement, human resources,
RESOLUTION NO. R26-178
34 City Clerk, risk management, finance, and information technology functions; and (iii) add Risk
35 Management Services; and
36 WHEREAS, the Amended and Restated Master Administrative Services Interlocal
37 Agreement supersedes and replaces the Original Agreement, the First Amendment, and the
38 Second Amendment in their entirety, and all references herein to actions, effective dates, and
39 ratifications occurring under the Original Agreement and its amendments are carried forward and
40 confirmed by the Amended and Restated Master Administrative Services Interlocal Agreement;
41 and
42 WHEREAS, Section 12 of the Amended and Restated Master Administrative Services
43 Interlocal Agreement authorizes the City, through the Office of the City Attorney (the "CAO"), to
44 provide the CRA with everyday, special counsel legal services, advisory in nature, in the areas of
45 procurement, human resources, City Clerk, risk management, finance,and information technology
46 functions (the "Legal Services"); and
47 WHEREAS, the CAO serves as counsel to the City, and the provision of the Legal Services
48 to the CRA creates a concurrent representation of two clients whose interests may, in some
49 matters, diverge or conflict; and
50 WHEREAS, the CRA is separately and independently represented by its Board Attorney,
51 who remains general counsel to the CRA for all legal matters other than the Legal Services, and
52 the CRA has had the opportunity to consult with, and has been advised by, its Board Attorney
53 concerning this Waiver; and
54 WHEREAS, Section 12.3 of the Agreement provides that the CAO and the CRA Board
55 Attorney serve co-equally within their respective scopes, that neither supervises the other, and
56 that in any matter in which the interests of the City and the CRA diverge or conflict, the matter
57 shall be referred to the CRA Board Attorney or to separate counsel as the CRA Board may direct;
58 and
59 WHEREAS, Rule 4-1.7 of the Rules Regulating The Florida Bar permits a lawyer to
60 undertake a concurrent representation where the lawyer reasonably believes competent and
61 diligent representation can be provided to each client, the representation is not prohibited by law,
RESOLUTION NO. R26-178
62 and each affected client gives informed consent, confirmed in writing; and
63 WHEREAS, the Parties wish to acknowledge the concurrent representation, waive any
64 resulting conflict to the extent permitted, and confirm how any actual conflict will be handled; and
65 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
66 best interests of the City's citizens and residents to approve the Amended and Restated Master
67 Administrative Services Interlocal Agreement between the City and the Boynton Beach
68 Community Redevelopment Agency for City Manager Chief Executive Officer Services, Human
69 Resource Services, Finance Services, Information Technology Services, City Clerk Services,
70 Procurement Services, Additional Services, City-Contract Purchases, Special Counsel Legal
71 Services, and Risk Management Services, and approve the Waiver of Conflict and Consent to
72 Concurrent Representation between the City and the Boynton Beach Community Redevelopment
73 Agency.
74
75 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
76 BEACH, FLORIDA, THAT:
77 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
78 being true and correct and are hereby made a specific part of this Resolution upon adoption.
79 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
80 approve the Amended and Restated Master Administrative Services Interlocal Agreement
81 between the City and the Boynton Beach Community Redevelopment Agency for City Manager
82 Chief Executive Officer Services, Human Resource Services, Finance Services, Information
83 Technology Services, City Clerk Services, Procurement Services, Additional Services, City-Contract
84 Purchases, Special Counsel Legal Services, and Risk Management Services, in form and substance
85 similar to that attached as Exhibit A.
86 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby
87 approve the Waiver of Conflict and Consent to Concurrent Representation between the City and
88 the Boynton Beach Community Redevelopment Agency (the "Waiver"), in form and substance
89 similar to that attached as Exhibit B.
RESOLUTION NO. R26-178
90 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby
91 authorizes the Mayor to execute the Amended and Restated Master Administrative Services
92 Interlocal Agreement, the Waiver, and to negotiate and execute an amendment to the City
93 Attorney's contract to reflect the concurrent representation. The Mayor is further authorized to
94 execute any ancillary documents required under the Agreement or necessary to accomplish the
95 purposes of the Agreement, including any term extensions as provided in the Agreement,
96 provided such documents do not modify the financial terms or material terms.
97 SECTION 5. The City Clerk shall retain the fully executed Waiver as a public record of
98 the City. A copy of the fully executed Waiver shall be provided to Amanda Radigan and Kathryn
99 B. Rossmell.
100 SECTION 6. The City Clerk shall obtain execution of the Amended and Restated Master
101 Administrative Services Interlocal Agreement by all parties. Upon full execution of the Interlocal
102 Agreement, the Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Palm
103 Beach County, Florida, as required by Section 163.01(11), Florida Statutes, for interlocal
104 agreements.
105 SECTION 7. This Resolution shall take effect in accordance with the law.
106 [SIGNATURES ON THE FOLLOWING PAGE]
107
RESOLUTION NO. R26-178
108 PASSED AND ADOPTED this t (p day of_____` _P m`n Q 2026.
109 CITY OF BOYNTON BEACH, FLORIDA
110 YES NO
111 Mayor— Rebecca Shelton
112
113 Vice-Mayor—Thomas Turkin ✓
114
115 Commissioner—Angela Cruz ✓
116
117 Commissioner— Mack McCray
118
119 Commissioner—Aimee Kelley �L
120
121 VOTE 5- 6
122 ATTEST:
123
124 C/1,ZZ.
125 Tammy Stan lone, CMC Rebecca Shelton
126 City Clerk _of BOY.1%`' Mayor
127 N
128 &N./ GO 4
• %
I
•
# APPROVED AS TO FORM:
129 (Corporate Seal) ; :At
130 Oj9Rp,. 0
131
132 ,��oRjpA'... Shawna G. Lamb
133 City Attorney
WAIVER OF CONFLICT AND CONSENT TO CONCURRENT REPRESENTATION
(Legal Services Under the Amended and Restated Master Administrative Services
Interlocal Agreement)
This Waiver of Conflict and Consent to Concurrent Representation(this"Waiver")is entered into
by the CITY OF BOYNTON BEACH, a Florida municipal corporation (the "City"), and the
BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public body
corporate and politic created pursuant to Part III, Chapter 163, Florida Statutes (the "CRA")
(together, the"Parties").
RECITALS
WHEREAS, the Parties are separate and independent legal entities that have entered into that
certain Amended and Restated Master Administrative Services Interlocal Agreement dated
5ca4• I Iv ,2026(the"Agreement"),which consolidates,supersedes, and replaces the prior
Interlocal Agreement dated April 21, 2026, and its First and Second Amendments, and under
which the City provides administrative services to the CRA; and
WHEREAS, Section 12 of the Agreement authorizes the City, through the Office of the City
Attorney(the"CAO"),to provide the CRA with everyday,special counsel legal services, advisory
in nature, in the areas of procurement, human resources, City Clerk, risk management, finance,
and information technology functions(the"Legal Services"); and
WHEREAS, the CAO serves as counsel to the City, and the provision of the Legal Services to the
CRA creates a concurrent representation of two clients whose interests may, in some matters,
diverge or conflict; and
WHEREAS, the CRA is separately and independently represented by its Board Attorney, who
remains general counsel to the CRA for all legal matters other than the Legal Services, and the
CRA has had the opportunity to consult with, and has been advised by, its Board Attorney
concerning this Waiver; and
WHEREAS, Section 12.3 of the Agreement provides that the CAO and the CRA Board Attorney
serve co-equally within their respective scopes, that neither supervises the other, and that in any
matter in which the interests of the City and the CRA diverge or conflict the matter shall be referred
to the CRA Board Attorney or to separate counsel as the CRA Board may direct; and
WHEREAS, Rule 4-1.7 of the Rules Regulating The Florida Bar permits a lawyer to undertake a
concurrent representation where the lawyer reasonably believes competent and diligent
representation can be provided to each client,the representation is not prohibited by law, and each
affected client gives informed consent, confirmed in writing; and
WHEREAS, the Parties wish to acknowledge the concurrent representation, waive any resulting
conflict to the extent permitted, and confirm how any actual conflict will be handled;
NOW,THEREFORE, the Parties agree as follows:
1.Acknowledgment of Concurrent Representation.The Parties acknowledge that, in providing
the Legal Services, the CAO concurrently represents both the City and the CRA, that the CAO's
primary and ongoing client is the City, and that the interests of the City and the CRA may diverge
or conflict in a given matter.
2. Disclosure of Risks.The Parties acknowledge that they have been advised of the material risks
of concurrent representation,including that the CAO's advice to one Party could be affected by its
duties to the other, that information furnished to the CAO by one Party may be relevant to the
other, and that the CAO's ability to advise the CRA on any matter adverse to the City is limited.
3.Informed Consent; Waiver.Having been so advised, and the CRA having had the opportunity
to consult with its Board Attorney, each Party knowingly and voluntarily gives its informed
consent to the concurrent representation and waives any conflict of interest arising from the CAO's
provision of the Legal Services to the CRA, to the fullest extent permitted by Rule 4-1.7. This
Waiver constitutes the informed consent of each Party, confirmed in writing.
4.Allocation in the Event of Actual Conflict. Consistent with Section 12.3 of the Agreement, in
any matter in which the interests of the City and the CRA actually diverge or conflict, or in which
the CAO reasonably determines that it cannot provide competent and diligent advice to both
Parties: (a)the CAO shall promptly so advise the Parties; (b)the CAO shall continue to represent
the City with respect to that matter and shall withdraw from advising the CRA on that matter; and
(c) the CRA shall be represented on that matter by its Board Attorney or by separate counsel as
the CRA Board may direct. Nothing in this Waiver requires the CAO to represent, or to continue
representing, the CRA in any matter adverse to the City.
5.Confidentiality.The CAO shall not use or disclose confidential information obtained from the
CRA in the course of the Legal Services to the disadvantage of the CRA, except as authorized by
the CRA or required by law. This Section does not obligate the CAO to withhold from the City
information the City is otherwise entitled to receive, and does not create any attorney-client
privilege between the CAO and the CRA broader than the limited scope of the Legal Services.
6. Independent Counsel. The CRA acknowledges that it has independent counsel in its Board
Attorney, that it was advised to consult, and did consult, its Board Attorney before consenting to
this Waiver,and that it is not relying on the CAO for advice regarding whether to grant this Waiver.
7.Scope; Limited to Legal Services. This Waiver applies solely to the concurrent representation
arising from the Legal Services and does not extend to litigation or to any contested, adversarial,
or administrative proceeding,which remain outside the scope of the Legal Services under Section
12.2 of the Agreement and are handled through separate counsel.
8. Revocability; Effect of Revocation. Either Party may revoke this Waiver, as to prospective
matters, upon written notice, subject to the same right to discontinue the Legal Services set forth
in Section 12.9 of the Agreement. Revocation shall not affect the CAO's continued representation
of the City.
9. Duration. This Waiver is effective as of the effective date of the Agreement and remains in
effect for so long as the CAO provides the Legal Services to the CRA.
10.Authorization.The City Commission,on behalf of the City, and the CRA Board,on behalf of
the CRA,have each authorized the execution of this Waiver,and each Party's approval constitutes
that Party's informed consent under Rule 4-1.7.
IN WITNESS WHEREOF, the Parties have executed this Waiver as of the dates written below.
CITY OF B YNTON BEACH
By:
Rebecca Shelton, Mayor
Date:S 'el V\p_t-- k
BOYNTON EACH COMMUNITY REDEVELOPMENT AGENCY
By:
Rebecca Shelton, Chair, CRA Board
Date: ¢.n4-e.Nn Nke12A-' \(off O
Consented to and . •w edged:
".411
Kathryn B. Rossnil sq., CRA Board Attorney
(confirming the C' i was advised regarding this Waiver)
AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES INTERLOCAL AGREEMENT
BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
FOR CITY MANAGER CHIEF EXECUTIVE OFFICER SERVICES, HUMAN RESOURCE SERVICES,
FINANCE SERVICES, INFORMATION TECHNOLOGY SERVICES, CITY CLERK SERVICES,
PROCUREMENT SERVICES, ADDITIONAL SERVICES, CITY-CONTRACT PURCHASES, SPECIAL
COUNSEL LEGAL SERVICES, AND RISK MANAGEMENT SERVICES
THIS AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES INTERLOCAL
AGREEMENT("Agreement") is made and entered into this I' day of Sen;-. , 2026, by
and between the CITY OF BOYNTON BEACH, a Florida municipal corporation ("City"), and the
BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public body corporate created
pursuant to Part III, Chapter 163, Florida Statutes ("CRA") (collectively, the "Parties").
WITN ESSETH
WHEREAS, Part I of Chapter 163, Florida Statutes, known as the Florida Interlocal
Cooperation Act of 1969 (the "Interlocal Cooperation Act"), authorizes public agencies to enter
into interlocal agreements with each other to authorize one public agency to exercise, on behalf
of the other, jointly held powers, privileges, or authorities which each agency shares in common
and which each might exercise separately, permitting public agencies to make the most efficient
use of their powers by enabling them to cooperate on a basis of mutual advantage and thereby
provide services in a manner that best accords with geography, economy, population, and other
factors influencing the needs and development of such agencies; and
WHEREAS, the CRA is a public agency created pursuant to Chapter 163, Part III, Florida
Statutes, and has as its purpose the elimination and prevention of slum and blight in those
portions of the City of Boynton Beach located within its geographically designated
redevelopment area; and
WHEREAS, the CRA requires a Chief Executive Officer to manage its day-to-day
operations, oversee staff, and carry out the policies and programs of the CRA Board; and
WHEREAS, Section 20(b) of the City Charter of the City of Boynton Beach authorizes the
City Manager, with the consent of the City Commission, to serve as the head of one or more
departments, offices, or agencies; and
WHEREAS, the CRA has the authority to appoint any qualified person to serve as the Chief
Executive Officer of the CRA, and has determined that the City Manager has all necessary
qualifications to serve in that role; and
WHEREAS, the City Commission has authorized the City Manager to serve as Chief
Executive Officer of the CRA pursuant to City Charter Section 20(b), by motion adopted at a duly
noticed Joint City Commission and CRA Board Meeting held on April 14, 2026, at which the City
Commission and CRA Board were acting in their dual capacity; and
WHEREAS, the City Commission's approval of this Agreement constitutes authorization
for the City Manager to receive supplemental compensation from the City in recognition of the
additional duties performed as Chief Executive Officer,the amount and terms of which are set
forth herein; and
WHEREAS,the Parties entered into that certain Interlocal Agreement Between the City of
Boynton Beach and the Boynton Beach Community Redevelopment Agency for City Services,
Including City Manager Interim Executive Director Services, Human Resource Services, Finance
Services, and Information Technology Services, dated on or about April 21, 2026 (the "Original
Agreement"); and
WHEREAS, the Parties amended the Original Agreement by the First Amendment to
Interlocal Agreement dated on or about June 16, 2026, which added City Clerk Services and
Procurement Services and amended the title of the Original Agreement to the "Master
Administrative Services Agreement" (the "First Amendment"); and
WHEREAS, the Parties further amended the Original Agreement by the Second
Amendment to the Master Administrative Services Agreement dated on or about August 11,
2026, which established the contract position of Chief Executive Officer of the CRA and the Chief
Executive Officer Services Budget, authorized Additional Services and City-Contract Purchases,
and confirmed the entity independence of the Parties (the "Second Amendment"); and
WHEREAS, the Parties now desire to amend and restate the Original Agreement, as
amended by the First Amendment and the Second Amendment, in its entirety, in order to (i)
consolidate the Original Agreement, the First Amendment, and the Second Amendment into a
single, integrated instrument; (ii) add Legal Services in the areas of procurement, human
resources, City Clerk, risk management,finance, and information technology functions; and (iii)
add Risk Management Services; and
WHEREAS, this Agreement supersedes and replaces the Original Agreement, the First
Amendment, and the Second Amendment in their entirety, and all references herein to actions,
effective dates, and ratifications occurring under the Original Agreement and its amendments
are carried forward and confirmed by this Agreement; and
WHEREAS, the Parties have determined this Agreement to be in the best interests of the
residents and citizens of Boynton Beach and serves a proper public purpose in furtherance of the
CRA Redevelopment Plan;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. RECITALS.
The recitals set forth above are true and correct and are incorporated herein by this reference.
2. DEFINITIONS.
2.1 "Agreement" means this Amended and Restated Master Administrative Services Interlocal
Agreement, as may be amended from time to time.
City/CRA Amended and Restated Master Administrative Services ILA
9.9.26 2
4906-2881-2745,v.2
2.2 "CRA Board" means the governing board of the Boynton Beach Community Redevelopment
Agency.
2.3 "CRA Staff" means all employees of the CRA, whether employed directly by the CRA or
provided through arrangement with the City.
2.4 "City Employees" means employees of the City of Boynton Beach.
2.5 "City Manager" means the duly appointed City Manager of the City of Boynton Beach,
currently Daniel Dugger, or their successor in office.
2.6 "CRA Board Attorney" means the general counsel for the CRA, who provides legal
representation to the CRA for legal matters other than the Legal Services and as provided herein.
2.7 "Chief Executive Officer" or "CEO" means the permanent Chief Executive Officer of the CRA
or an Interim Chief Executive Officer of the CRA, whichever is applicable at the relevant time,
who shall be the highest ranking member of the CRA Staff and answer directly to the CRA Board.
When the City Manager is acting as CEO, the terms "City Manager" and "CEO" are
interchangeable for all purposes of Section 4 of this Agreement and any other provision
describing duties, authority, or responsibilities performed in that capacity.
2.8 "Fiscal Year" means the period from October 1 through the following September 30 of any
given year.
2.9 "FY 2025-2026" means the fiscal year commencing October 1, 2025, and ending September
30, 2026.
2.10 "HR Director" means the Director of Human Resources of the City of Boynton Beach,or their
designee.
2.11 "Services" means collectively the Chief Executive Officer Services,Human Resource Services,
Finance Services, Information Technology Services, City Clerk Services, Procurement Services,
Legal Services, and Risk Management Services described herein, and any additional services as
may be added to this Agreement by duly executed written amendment. Each of the foregoing
may be referred to individually herein as a "Service category."
2.12 "CEO Salary" means the annual salary designated by the CRA Board for the City Manager in
his capacity as Chief Executive Officer of the CRA,as established in Section 4.6(b), and as adjusted
pursuant to Section 4.6(c).
2.13 "CEO Support Budget" means the portion of the CEO Services Budget remaining after
deduction of the CEO Salary, available to compensate other City employees designated to
perform Chief Executive Officer Services pursuant to Section 4.1, as further described in Section
4.6(b).
2.14 "CEO Services Budget" means the total annual budget payable by the CRA to the City for all
Chief Executive Officer Services, comprised of the CEO Salary and the CEO Support Budget, as
established in Section 4.6(b) and adjusted pursuant to Section 4.6(c).
2.15 "Additional Services" means professional and technical services provided by the City to the
CRA upon written request pursuant to Section 10.
City/CRA Amended and Restated Master Administrative Services ILA
9.9.26 3
4906-2881-2745,v.2
2.16 "Additional Services Cap" means the maximum annual compensation payable by the CRA
for Additional Services in any fiscal year, as established in Section 10.3 and adjusted pursuant to
the automatic escalator therein.
2.17 "Authorized City Personnel" means the City of Boynton Beach assistant city manager, the
City of Boynton Beach deputy city manager,and the City of Boynton Beach development director.
2.18 "City-Contract Purchases" means supplies, equipment, software licenses, subscriptions, or
other items purchased by the City on behalf of the CRA through City contracts or cooperative
purchasing arrangements pursuant to Section 11.
2.19 "Professional Services"shall have the meaning set forth in Section 287.055, Florida Statutes.
2.20 "Legal Services" means the everyday, special counsel legal services provided by the City,
through the Office of the City Attorney, to the CRA pursuant to Section 12.
2.21 "Legal Services Fee" means the total annual amount payable by the CRA to the City for Legal
Services, comprised of the City Attorney Salary Supplement and the Legal Support Budget, as
established in Section 12.4.
2.22 "City Attorney Salary Supplement" means the portion of the Legal Services Fee designated
as supplemental compensation to the City Attorney, in the amount established in Section 12.4,
and as adjusted pursuant to the automatic escalator therein.
2.23 "Legal Support Budget" means the portion of the Legal Services Fee remaining after
deduction of the City Attorney Salary Supplement, available to compensate other City employees
performing Legal Services, as established in Section 12.4, and as adjusted pursuant to the
automatic escalator therein.
2.24 "ILA Matters" means, collectively, the procurement, human resources, City Clerk, risk
management, finance, and information technology functions described in Section 12.1.
2.25 "Risk Management Services" means the risk management, insurance coordination, and
workplace safety and injury support services provided by the City to the CRA pursuant to Section
13.
2.26 "Risk Manager" means the risk manager of the City of Boynton Beach, or their designee.
3. TERM.
3.1 Initial Term. This Agreement became effective upon execution of the Original Agreement by
both Parties, with the City Manager's service as CEO deemed to have commenced on April 14,
2026, as provided in Section 4.1. The initial term runs through September 30, 2026, unless earlier
terminated in accordance with Section 31.
3.2 Renewal. This Agreement shall automatically renew on a fiscal year basis commencing
October 1 of each subsequent year, unless either Party provides written notice of non-renewal
at least sixty (60) days prior to the end of the then-current term, or unless the Agreement is
earlier terminated pursuant to Section 31. Each renewal term shall be subject to review and
amendment as to compensation and scope of services pursuant to Section 25 below prior to the
commencement of the renewal term.
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4906-2881-2745,v.2
3.3 Continuation of Services. Upon each renewal of this Agreement, all Services shall
automatically continue without the need for separate reauthorization, affirmative votes, or
additional approvals by either Party. Either Party may discontinue any individual Service category
without terminating the Agreement as a whole by providing sixty (60) days' written notice to the
other Party specifying the Service category to be discontinued. Notwithstanding the foregoing,
the City Manager's service as CEO shall be as provided in Section 4.1, and may be terminated or
discontinued as provided in Section 4.6, and the City Attorney's Legal Services may be terminated
or discontinued as provided in Section 12.9.
4. CHIEF EXECUTIVE OFFICER SERVICES.
4.1 Appointment;Authority.The City Manager is hereby designated to serve as the CEO of the
CRA for the term of this Agreement and any renewals thereof, until such time as the CRA Board
hires or appoints another person or firm as CEO, or the CEO Services under this Section are
otherwise terminated pursuant to this Agreement. This appointment is made pursuant to Section
20(b) of the City Charter, with the consent of the City Commission, as authorized by motion
adopted at the Joint City Commission and CRA Board Meeting held on April 14, 2026. (On April
14, 2026, the title of "Executive Director" was used to denote the highest-ranking CRA Staff
member; as of the effective date of the Second Amendment, the position previously titled
Executive Director was renamed the Chief Executive Officer,and that renaming is carried forward
and confirmed by this Agreement.) A single authorization suffices for the duration of the
appointment; no annual reauthorization is required.The City Manager's service as CEO is deemed
to have commenced on April 14, 2026, and all actions taken by the City Manager in that capacity
from April 14, 2026, through April 23, 2026 (the original date of execution of the Original
Agreement) are hereby ratified and confirmed by both Parties. Acting in his dual capacity as CEO
and City Manager, the City Manager may, in addition to directing CRA employees, appoint or
designate a qualified City employee to perform specific operational duties under this Section 4
on the City Manager's behalf, provided that such direction is consistent with the City employee's
terms of employment with the City and is not reasonably capable of being performed by CRA
employees, and further provided the City Manager shall retain overall authority and
accountability for the Services described herein. The Parties specifically authorize the City
Manager to delegate to any of the Authorized City Personnel any CEO duty, provided that each
individual member of the Authorized City Personnel shall have the personal right, in their sole
discretion, to refuse any such assignment, which refusal shall not be deemed to impact their
performance in their role as City employee. Further, the CEO may designate any one of the
Authorized City Personnel to act as the Acting Executive Director, who shall report directly to the
CEO,provided againthat the CEO shall retain overall authority and accountability for the Services
described herein and further provided that the CEO shall retain the obligations of the Executive
Director for any policy adopted by the CRA Board prior to the effective date of the Second
Amendment that mandates that certain actions or functions be performed by the Executive
Director until such time as the CRA Board has had the opportunity to reconsider such policy.
4.2 Scope of Duties. The CEO shall perform all duties necessary and appropriate to that role,
including but not limited to:
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4906-2881-2745,v.2
• Carrying out the policies established by the five-member CRA Board and directly reporting
to the CRA Board;
• Managing the day-to-day operations of the CRA, including oversight of all current CRA
Staff and providing professional services to the CRA, such as project management, fiscal
oversight, policy development, capital project administration, CRA program
management, and redevelopment plan implementation;
• Implementing and executing plans, projects, programs,and incentives consistent with the
CRA Redevelopment Plan;
• Working with the CRA Board and CRA Staff to develop, maintain, amend, and update the
CRA Redevelopment Plan and strategic finance plans;
• Tracking and managing projects and project budgets;
• Negotiating contracts and providing project contract administration for vendors and
subcontractors, subject to the procurement authority delegated by the CRA Board and in
accordance with the CRA procurement policy;
• Overseeing and directing the CRA's real estate management and transactions, marketing,
business incentives, new business development, business attraction and retention, and
special business promotion activities;
• Developing strategies to attract and secure developers to collaborate with the CRA and
City on development projects;
• Working with grant administrators to secure, oversee, and coordinate compliance with
grants obtained by the CRA;
• Assisting with and overseeing the preparation and management of the annual CRA
budget;
• Developing and providing CRA communications, including marketing, branding, and
advertising, newsletters, meeting notices, and other outreach;
• Representing the CRA at CRA Board meetings, City Commission meetings, stakeholder
meetings, community meetings, and events;
• Representing or designating appropriate personnel to represent the CRA at CRA Advisory
Board meetings;
• Overseeing the hiring, discipline, and termination of CRA Staff(subject to Section 5 of this
Agreement regarding HR authority);
• Making public presentations to the CRA Board, City Commission, and other public and
private organizations regarding CRA redevelopment, business, initiatives, and focus;
• Monitoring compliance with Chapter 163, Part III, Florida Statutes, and all other
applicable laws, rules, and regulations;
• Overseeing the disposal of CRA land for redevelopment consistent with the CRA
Redevelopment Plan and Florida Statutes;
• Coordinating with the Cityand other governmental entities on matters of mutual concern;
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• Performing such other duties as are logically related to the role of CRA Chief Executive
Officer and as may be assigned by the CRA Board and permitted by Florida Statutes.
4.3 Staffing.The City Manager shall oversee and direct all existing CRA Staff. All CRA Staff shall
work at CRA offices currently located at 100 East Ocean Avenue, Boynton Beach, Florida, or at
such other CRA offices as may be established. CRA Staff shall follow the policies and procedures
applicable to CRA Staff as established by the CRA Board, in consultation with the HR Director, as
provided in Section 5.
4.4 Exclusivity. During the term of this Agreement, the CRA shall not engage any outside firm,
contractor, consultant, or individual to perform services that are the same as or substantially
similar to any of the Services provided under this Agreement without the prior written consent
of both Parties. This exclusivity requirement exists to prevent conflicting direction to CRA Staff,
duplicative costs, and confusion regarding authority and accountability. The sole exception to
this provision is that the CRA Board may at any time recruit, select, and hire a new CEO without
the City's consent, and this provision shall not apply to any transition period during which both
the City Manager and a newly hired permanent CEO are simultaneously engaged to facilitate an
orderly transfer of duties. Notwithstanding the foregoing, the exclusivity requirement of this
Section shall not apply to Legal Services,and nothing in this Agreement, including this Section 4.4
or Section 12, shall preclude, limit, or require the consent of either Party for (a) the CRA, acting
through the CRA Board or the CRA Board Attorney, to engage, retain, or continue outside legal
counsel for any matter, including general counsel, redevelopment, real estate, development,
litigation, adversarial, excluded, or other legal matters, as it deems necessary and as authorized;
or (b) the City, acting through the Office of the City Attorney, to engage or retain outside legal
counsel as it deems necessary and as authorized. The Legal Services provided under Section 12
are non-exclusive and exclude litigation, and the CRA Board Attorney remains the CRA's general
counsel as provided in Section 12.3.
4.5 Standard of Care. The City Manager shall perform the Chief Executive Officer Services in a
diligent, careful,thorough, and professional manner consistent with good public management
practice,and shall at all times provide the CRA with sound and reasonable recommendations and
advice. The City Manager shall at all times comply with Chapter 163, Part III, Florida Statutes, and
all other applicable laws governing community redevelopment agencies.
4.6 Compensation for Chief Executive Officer Services; Annual Budget.
(a) FY 2025-2026. Commencement of CEO Services Budget. The nominal fee of Three
Hundred Dollars ($300.00) set forth in the Original Agreement shall constitute the full
compensation payable by the CRA to the City for Chief Executive Officer Services for the
period from the commencement of such Services through July 31, 2026, and shall be due and
payable within thirty (30) days of execution of the Original Agreement. This amount is not
subject to the annual budget established by this Section. Effective August 1, 2026, the CEO
Services Budget established in subsection (b) below, comprising both the CEO Salary and the
CEO Support Budget, shall take effect and shall supersede the nominal fee. For the partial
period commencing August 1, 2026, and ending September 30, 2026, the CRA shall pay the
City the CEO Services Budget at the monthly installment rate set forth in subsection (b) for
the two-month partial period, invoiced and payable as provided in subsection (b). Of the CEO
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Services Budget applied during this partial period, the CEO Salary component shall be a
prorated portion of the annual CEO Salary equal to two-twelfths (2/12) of the annual CEO
Salary, which the City shall pay to the City Manager through City payroll, funded by the CRA
reimbursement, and the balance shall constitute the CEO Support Budget for the partial
period. The City Manager Salary Supplement payable under Section 4.7 for the partial period
shall equal the prorated CEO Salary set forth in this subsection. The CEO Services Budget, the
CEO Salary, and the CEO Support Budget, as set forth in subsection (b), shall continue and
begin a new term commencing October 1, 2026, and shall not be subject to the automatic
annual escalator until October 1, 2027, as provided in subsection (c).
(b) FY 2026-2027 and Each Subsequent Fiscal Year. Commencing October 1, 2026 (FY 2026-
2027), the CRA shall pay the City an annual budget for Chief Executive Officer Services (the
"CEO Services Budget") in the amount of FOUR HUNDRED THOUSAND DOLLARS
($400,000.00), allocated as follows: (i) SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) per
year (the "CEO Salary") is hereby established by the CRA Board as the annual salary of the
City Manager in his capacity as Chief Executive Officer of the CRA for FY 2026-2027, which
amount the City shall pay to the City Manager through City payroll, funded by the CRA
reimbursement; and (ii)the remaining THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS
($325,000.00) per year (the "CEO Support Budget") shall be available to the City Manager, in
his sole discretion, to compensate other City employees or consultants designated to perform
Chief Executive Officer duties pursuant to Section 4.1, consistent with applicable City
employment policies and compensation practices.The CEO Services Budget shall be invoiced
by the City to the CRA Finance Director in equal monthly installments of THIRTY-THREE
THOUSAND THREE HUNDRED THIRTY-THREE DOLLARS AND THIRTY-THREE CENTS
($33,333.33), due and payable within thirty (30) days of invoice in accordance with the Local
Government Prompt Payment Act, Section 218.70 et al., Florida Statutes. All amounts
received by the City under this Section shall be paid by the City to the City employees
providing Chief Executive Officer Services, as determined by the City Manager in his sole
discretion, consistent with applicable City employment policies and compensation practices.
All decisions concerning the allocation of the CEO Support Budget shall be solely the
responsibility of the City to the exclusion of the CRA.
(c)Automatic Annual Escalator.Beginning October 1,2027, and on each October 1 thereafter
during the term of this Agreement, the CEO Services Budget, the CEO Salary, and the CEO
Support Budget shall each automatically increase by five percent (5%), rounded to the
nearest cent, without the need for a written amendment.The CRA Board shall not be required
to take annual action to approve or set the City Manager's CEO Salary or any other
compensation for Chief Executive Officer Services. Either Party may request renegotiation of
the CEO Services Budget by written notice if: (a) the City's actual cost to provide Chief
Executive Officer Services in any fiscal year materially exceeds the five percent(5%) escalator
due to changes in staffing, compensation levels, or the scope of services required; or (b) the
scope of Chief Executive Officer Services is materially expanded or reduced by written
amendment. A renegotiation request shall initiate a sixty (60) day good-faith negotiation
period. If the Parties do not reach an agreement within that period, either Party may
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terminate Chief Executive Officer Services upon sixty (60) days' written notice, without
affecting any other Service category or the Agreement as a whole.
(d) No Effect on Termination Rights.The establishment of a fixed annual budget under this
Section does not limit or modify either Party's right to terminate this Agreement or the Chief
Executive Officer Service category in accordance with Section 31 of this Agreement. In the
event of termination of Chief Executive Officer Services,the CRA shall owe the City only the
pro-rata portion of the then-current monthly installment through the effective date of
termination.
4.7 City Manager Salary Supplement. In recognition of the additional duties performed by the
City Manager as Chief Executive Officer of the CRA, and as authorized by the City Commission's
approval of this Agreement,the City shall pay the City Manager a salary supplement equal to the
total compensation received by the City from the CRA under Section 4.6 for each applicable fiscal
year ("Supplement"). The Supplement shall be paid in equal installments through the City's
regular bi-weekly payroll cycle and shall be treated as additional compensation subject to all
applicable withholding and reporting requirements. Payment of the Supplement shall be
effective as of April 14, 2026, with any amounts attributable to the period between April 14,
2026, and the date of execution of the Original Agreement paid in a lump sum with the first
regular payroll following execution. The Supplement shall remain in effect for so long as the City
Manager serves as Chief Executive Officer under this Agreement. For each subsequent fiscal year,
the Supplement shall automatically equal the CEO Salary established under Section 4.6(b), as
adjusted pursuant to Section 4.6(c), and shall not be less than the Supplement paid in the
preceding fiscal year, absent the written consent of the City Manager serving in his capacity as
Chief Executive Officer. Notwithstanding the foregoing, nothing in this Agreement shall be read
to prevent the CRA from, in its sole and absolute discretion, reviewing the performance of the
CEO or adjusting the CEO Salary and/or the CEO Support Budget, subject to the understanding
that the CEO retains the right to discontinue the performance of the CEO Services should the CEO
find such adjustments unsatisfactory. The City Manager's annual performance review by the City
Commission shall address only the City-funded portion of the City Manager's total compensation;
the CRA-funded Supplement adjusts automatically pursuant to Section 4.6(c) and shall not be
subject to annual Commission action. Upon the City Manager's resignation from the Chief
Executive Officer role or the termination of Chief Executive Officer Services under this
Agreement, the Supplement shall cease as of the effective date of such resignation or
termination, with a pro-rata final payment for any partial pay period.
5. HUMAN RESOURCE SERVICES.
5.1 Scope of Human Resource Services. The City's Human Resources Department shall provide
comprehensive Human Resources Services to the CRA("HR Services").The HR Director shall have
full authority to administer all HR functions for CRA Staff as described in this Section. The listing
of services below is illustrative and not intended to limit the scope of the HR Director's authority,
which shall encompass all functions necessary to manage the CRA's human capital in accordance
with applicable law and best practices in public human resources management.
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5.2 Personnel Administration. HR Services shall include all aspects of personnel administration,
including, without limitation:
• Maintenance of personnel policies, procedures, and employee handbook provisions
applicable to CRA Staff, in consultation with the CEO, and the Office of the City Attorney
(for the performance of Legal Services —);
• Position classification and compensation analysis, including periodic market surveys and
salary recommendations to the CRA Board;
• Document imaging and records management for all employee personnel files, in
compliance with Chapter 119, Florida Statutes;
• Responding to all personnel-related public records requests;
• Employment verification services;
• Position control, maintenance, and organizational chart management;
• Internal HR consulting and access to HR staff for all personnel-related questions by CRA
management and staff, by email, phone, or scheduled appointment.
5.3 Recruitment and Hiring. HR Services shall include full-cycle recruitment services for all CRA
positions, including, without limitation:
• Drafting and posting vacancy announcements on the City and CRA website, applicable job
boards, and other appropriate platforms;
• Advertising, applicant tracking, clerical testing, and screening of applicants (advertising,
background check, and pre-employment physical costs to be borne by the CRA);
• Coordination and participation in the interview process, including assistance with
interview panel design, scoring criteria, and candidate evaluation;
• Background check coordination and scheduling of pre-employment physicals;
• Extending conditional offers of employment and managing the pre-employment
onboarding process in coordination with the CEO.
5.4 New Hire Orientation.The HR Director shall coordinate and conduct new hire orientation for
all CRA Staff, including:
• Assistance with completion of all new hire paperwork, including payroll setup, direct
deposit enrollment, and tax withholding forms;
• Acknowledgment of receipt of applicable policies and procedures;
• Workers' Compensation and leave policy presentation;
• Benefits overview and assistance with enrollment in applicable benefit plans.
5.5 Benefits Administration. HR Services shall include the administration of all employee benefits
for CRA Staff, including:
• Access to and participation in City benefit plans on the same terms available to City
employees, as permitted under applicable plan documents and law;
• Management of annual open enrollment process;
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• Access to City wellness initiative programs, wellness fairs, and related programs;
• Coordination with benefit consultants on CRA-specific matters;
• COBRA administration and separation benefits processing.
5.6 Employee Relations; Discipline;Termination. The CEO holds final decision-making authority
over all employee relations, discipline, and separation actions. The HR Director and the Office of
the City Attorney (in its performance of the Legal Services) shall provide advice and assist with
executing the direction given by the CEO, ensuring procedural compliance and risk management,
but their role is to inform, support, and implement the CEO's decisions. The HR Director's
responsibilities in this area include:
• Advising on disciplinary actions at all levels, including written warnings, suspensions,
demotions, and terminations, in compliance with applicable law and CRA policy;
• The HR Director is authorized to recommend, develop, and implement disciplinary and
corrective action plans for CRA Staff in consultation with the CEO;
• Processing and implementing employee terminations, including at-will terminations,
terminations for cause, and involuntary separations, upon authorization by the CEO. Prior
to any termination,the HR Director shall confer with the Office of the City Attorney (in its
performance of Legal Services) to assess legal risk and ensure procedural compliance, and
shall present findings and a recommendation to the CEO, who retains sole final authority
to authorize the termination. This consultation requirement may be waived by the CEO
in cases of immediate threat to workplace safety or other exigent circumstances;
• Management of internal grievance processes and employee complaints, coordinating
with the Office of the City Attorney (in its performance of Legal Services) and CRA Board
Attorney as appropriate;
• Investigation of workplace complaints, harassment, discrimination, and retaliation
allegations, in coordination with CRA Board Attorney and the Office of the City Attorney
(in its performance of Legal Services), as appropriate;
• Coordination on unemployment compensation claims and responses;
• Exit interviews and separation processing.
5.7 Training and Development. HR Services shall include:
• Access to City-based training programs for CRA Staff (a per-class fee, consistent with the
rate charged to City departments, will be charged to the CRA);
• Organizational development consultation;
• New manager/supervisor onboarding support.
5.8 Payroll and Leave Management. HR Services shall include the following payroll and leave
management services:
• Initial setup and ongoing administration of CRA payroll in the City's HRIS/payroll system,
including pay codes, tables, accrual rates, direct deposit information, and bank
information;
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• Processing of semi-monthly or bi-weekly payroll for all CRA Staff, including IRS tax
payments, quarterly 941 reporting, and annual W-2 processing;
• Leave balance tracking and administration, including vacation, sick leave, FMLA, and other
leave categories;
• Workers' Compensation claim coordination.
Any programming changes to the City's payroll system required solely to accommodate CRA-
specific requirements may be subject to an additional charge, as agreed in writing by the Parties.
5.9 Compensation for Human Resource Services.
Service Component Annual Fee (FY 2025-2026)
Benefits Administration (Sections 5.1, 5.5) No Charge
Personnel Services, Recruitment, Employee Relations $1,541.67/mo = $18,500/year
(Sections 5.2-5.4, 5.6-5.7), Monthly fee x 12
Payroll & Leave Administration (Section 5.8), Monthly fee x $183.33/mo = $2,200/year
12
ESTIMATED ANNUAL TOTAL $20,700
The fees set forth above shall apply for FY 2025-2026. Beginning October 1, 2026, and on each
October 1 thereafter during the term of this Agreement, all HR Services fees shall automatically
increase by five percent (5%), rounded to the nearest cent, without the need for a written
amendment. Fees shall be invoiced monthly by the City to the CRA Finance Director and shall be
due and payable within thirty (30) days of invoice in accordance with the Local Government
Prompt Payment Act, Section 218.70 et al., Florida Statutes. Either Party may request
renegotiation of HR Services fees by written notice if: (a) the City's actual cost increase for HR
Services in any fiscal year exceeds the five percent (5%) escalator; (b) a change in applicable
federal, state, or local law requires the City to perform additional HR functions or incur material
additional costs not contemplated at the time of execution; or (c) the scope of CRA operations
materially changes, including a significant increase or decrease in CRA headcount or benefit plan
complexity. A renegotiation request shall initiate a sixty (60) day good-faith negotiation period.
If the Parties do not reach an agreement within that period, either Party may discontinue HR
Services upon sixty (60) days' written notice pursuant to Section 3.3, without affecting any other
Service category or the Agreement as a whole.
6. FINANCE SERVICES.
6.1 Scope of Finance Services. The City's Finance Department shall provide financial oversight
and review services to the CRA as outlined in this Section ("Finance Services"). The City Finance
Director,or designee, shall serve as the primary contact to the CRA's Finance Director for Finance
Services.
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6.2 Finance Service Components. Finance Services shall include, but are not limited to:
• Oversight and review of accounting and financial reporting activities, including review of
the CRA's general ledger and chart of accounts for accuracy and compliance;
• Review and approval of monthly financial statements and budget-to-actual reports prior
to distribution;
• Oversight and strategic guidance for annual budget preparation, in coordination with the
CRA's Finance Director;
• Oversight and monitoring of grant accounting, compliance reporting, and drawdown
processing to ensure adherence to applicable requirements;
• Managerial oversight of accounts payable and accounts receivable functions, including
review of transactions for accuracy and policy compliance;
• Oversight and liaison responsibilities for the annual independent audit of the CRA's
financial statements and standard review of audit findings in coordination with the CRA's
finance director;
• Oversight and review of all CRA revenue, including tracking, reporting, and reconciliation
processes;
• Oversight of cash management practices and investment compliance under Chapter 163
and applicable CRA fiscal policy, including review and approval of investment decisions;
• Managerial oversight and monitoring of bond compliance and debt service obligations,
including review of reporting requirements as applicable;
• Such other financial oversight or managerial services as may be mutually agreed upon by
the Parties in writing.
6.3 CRA Finance Staff. The Finance Services provided under this Section are intended to
supplement, not replace, the CRA's own finance personnel. The CRA's Finance Director and
Accounting and Finance Manager shall continue to manage day-to-day CRA financial operations,
and the City Finance Department shall provide coordination, oversight, support, and specific
services as described above.
6.4 Compensation for Finance Services. The CRA shall pay the City for Finance Services in the
amount of$4,583.33 per month for FY 2025-2026, invoiced monthly, for a total annual estimated
fee of $55,000. Beginning October 1, 2026, and on each October 1 thereafter during the term of
this Agreement, the Finance Services fee shall automatically increase by five percent (5%),
rounded to the nearest cent, without the need for a written amendment. Either Party may
request renegotiation of Finance Services fees by written notice if: (a) the City's actual cost
increase for Finance Services in any fiscal year exceeds the five percent (5%) escalator; (b) a
change in applicable federal, state, or local law requires the City to perform additional financial
functions or incur material additional costs not contemplated at the time of execution; or (c)the
scope of CRA financial operations materially changes.A renegotiation request shall initiate a sixty
(60) day good-faith negotiation period. If the Parties do not reach an agreement within that
period, either Party may discontinue Finance Services upon sixty (60) days' written notice
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pursuant to Section 3.3, without affecting any other Service category or the Agreement as a
whole.
7. INFORMATION TECHNOLOGY SERVICES.
7.1 Scope of Information Technology Services. The City's Information Technology Services
("ITS") Department shall provide computer technical support services ("IT Services") to the CRA
in connection with the day-to-day governmental operations of the CRA, as described in this
Section. The CRA shall provide all materials, equipment, and supplies necessary for the City to
perform the IT Services.The CRA shall use its best efforts to cooperate with the City in providing
the information and documentation necessary to the City in the performance of the IT Services.
7.2 IT Service Components. IT Services shall include, without limitation, the following:
• Support for the CRA's server and storage, firewall, router, and network equipment;
• Support for personal computers, printers, and peripherals used by CRA Staff;
• Support for City of Boynton Beach enterprise software utilized by the CRA (including
Active Directory, Exchange email, financial systems, and similar platforms) and CRA-
specific software;
• Access to the GIS Division's SSRI software and access to GIS staff for training, education,
and support of ESRI and other GIS-based software;
• Application of the City's security policies, anti-virus software, and Windows automatic
update policies to the CRA computing and network environment;
• Unlimited technical support during normal business hours (Monday through Friday, 8:00
am to 5:00 pm), as well as access to ITS on-call personnel for emergency issues during
non-normal business hours;
• Implementation of City change management policy to address any configuration changes
to the CRA servers, PCs, peripherals, printers, and network environment.
7.3 Service Level Standards. IT Services shall be performed in accordance with the service level
standards set forth in the table below. Response and resolution times are based on problem
severity and impact on CRA business operations.
Severity Customer Impact Service Response to Resolution Time
Code Customer
1 - Critical Business Halted Updates every 30 minutes Until Fixed
2 - Urgent Business Impacted 2-4 Hours 4 Hours
3 - Important Non-Critical 1-3 Days 1-3 Days
4 - Request Normal Business 3-5 Days 30 Days
7.4 Changes in Demand.The Parties agree that should the demands on the City's ITS Department
change as a result of material changes in the number of workstations, material changes in the
number of CRA Staff, or changes to CRA hardware or software inventory, the CRA and City shall
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renegotiate the annual fee payable under this Section upon receipt of a written request from the
City to renegotiate.
7.5 Compensation for Information Technology Services. For FY 2025-2026,the CRA shall pay the
City for IT Services in the annual amount of$32,194.96, invoiced quarterly by the City in the first
week of each quarter, with each quarterly invoice equal to one-quarter of the annual amount.
The CRA shall pay each quarterly invoice within thirty (30) days of receipt. The annual fee shall
increase by five percent(5%), rounded to the nearest cent,on each October 1 during the term of
this Agreement unless otherwise agreed in writing by the Parties.The payments described in this
Section shall be full compensation for all IT Services performed. Either Party may request
renegotiation of IT Services fees by written notice if: (a) the City's actual cost increase for IT
Services in any fiscal year exceeds the five percent (5%) escalator; (b) a change in applicable
federal, state, or local law requires the City to perform additional IT functions or incur material
additional costs not contemplated at the time of execution; or(c)the scope of CRA IT operations
materially changes. A renegotiation request shall initiate a sixty (60) day good-faith negotiation
period. If the Parties do not reach an agreement within that period, either Party may discontinue
IT Services upon sixty (60) days' written notice pursuant to Section 3.3, without affecting any
other Service category or the Agreement as a whole.
8. CITY CLERK SERVICES.
8.1 Scope of City Clerk Services. The City Clerk's Office shall provide City Clerk services to the
CRA as outlined in this Section ("City Clerk Services").The City Clerk, or designee, shall serve as
the primary contact for City Clerk Services. City Clerk Services are intended to support the CRA's
compliance with applicable Florida law governing public records, records retention, and public
meeting requirements.
8.2 City Clerk Service Components. City Clerk Services shall include, but are not limited to:
• Meeting Attendance and Minutes: Attending CRA Board meetings and other designated
CRA meetings to prepare,transcribe,and finalize official minutes; maintaining the official
minute books of the CRA Board in compliance with applicable law;and certifying minutes
as required;
• Agenda Preparation:Assisting in the preparation,formatting,and distribution of agendas
for CRA Board meetings and special meetings, in accordance with applicable law and CRA
Board policies; ensuring agenda packages are published and noticed in compliance with
the Florida Government in the Sunshine Law, Chapter 286.011, Florida Statutes;
• Public Records Request Processing: Receiving, logging, coordinating, and responding to
public records requests directed to the CRA, in compliance with Chapter 119, Florida
Statutes, including coordination with CRA Staff, the Office of the City Attorney (in its
performance of Legal Services), and CRA Board Attorney to identify and produce
responsive records, assess applicable exemptions, and calculate and collect lawful fees;
• Records Retention: Implementing and maintaining a records retention schedule for CRA
records in compliance with Chapter 119 and applicable Division of Library and Information
Services general records schedules; providing guidance to CRA Staff on records
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classification, retention periods, and lawful disposition; and coordinating destruction of
records eligible for disposal in accordance with applicable law;
• Document Filing and Attestation: Attestation and filing of CRA resolutions, agreements,
and other official documents as requested by the CEO or CRA Board; maintaining an
official record of all CRA Board actions;
• Such other City Clerk services as may be mutually agreed upon by the Parties in writing.
8.3 CRA Responsibilities. The CRA CEO shall designate a primary staff contact for coordination
with the City Clerk's Office.The CRA shall provide the City Clerk's Office with timely access to all
records, documents, and information necessary to perform the City Clerk Services, and shall
cooperate fully with the City Clerk in the performance of these Services.
8.4 Compliance.All City Clerk Services shall be performed in strict compliance with Chapter 119,
Chapter 286.011, and all other applicable Florida Statutes and administrative rules governing
public agencies.
8.5 Compensation for City Clerk Services. The CRA shall pay the City for City Clerk Services in the
amount of$1,701.09 per month for FY 2025-2026, invoiced monthly, for a total annual estimated
fee of $20,413.08. Beginning October 1, 2026, and on each October 1 thereafter during the term
of this Agreement, the City Clerk Services fee shall automatically increase by five percent (5%),
rounded to the nearest cent, without the need for a written amendment. Either Party may
request renegotiation of City Clerk Services fees by written notice if: (a) the City's actual cost
increase for City Clerk Services in any fiscal year exceeds the five percent (5%) escalator; (b) a
change in applicable federal, state, or local law requires the City to perform additional City Clerk
functions or incur material additional costs not contemplated at the time of execution; or (c)the
scope of CRA operations materially changes. A renegotiation request shall initiate a sixty(60) day
good-faith negotiation period. If the Parties do not reach an agreement within that period, either
Party may discontinue City Clerk Services upon sixty (60) days' written notice pursuant to Section
3.3, without affecting any other Service category or the Agreement as a whole.
9. PROCUREMENT SERVICES.
9.1 Scope of Procurement Services. The City's Procurement Department shall provide
comprehensive procurement services to the CRA as set forth in this Section ("Procurement
Services"). The City's Procurement Director, or designee, shall serve as the primary contact for
Procurement Services. Procurement Services are intended to support the CRA's compliance with
applicable Florida law governing public procurement and contracting,including Chapter 163, Part
Ill, and applicable CRA procurement policies. The listing of services below is illustrative and not
intended to limit the scope of Procurement Services, which shall encompass all functions
necessary to manage the CRA's procurement activities in accordance with applicable law and
best practices in public procurement. The scope of Procurement Services does not include
solicitations concerning real property disposal, which shall continue to be administered by the
CRA; however, the CRA Staff may consult with the City's Procurement Department concerning
real property disposal on an as-needed basis as part of the Procurement Services described
herein.
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9.2 Procurement Service Components. Procurement Services shall include, but are not limited
to:
• Solicitation Management and Administration: Preparing, advertising, and administering
Invitations to Bid(ITBs), Requests for Proposals (RFPs), Requests for Qualifications(RFQ5),
and other competitive solicitations on behalf of the CRA, in compliance with applicable
Florida law and CRA procurement policies, including coordination of pre-solicitation
conferences, addenda, and solicitation opening procedures;
• Contract Review and Compliance: Reviewing proposed contracts and amendments for
compliance with applicable procurement law and CRA policy; advising CRA Staff and the
CEO on procurement thresholds, sole/single source justifications, and piggyback/co-op
authority; maintaining contract files and procurement records in compliance with
Chapter 119, Florida Statutes;
• Vendor Management: Maintaining vendor registration, statutory compliance, and
prequalification processes; managing vendor performance documentation; coordinating
vendor insurance verification and compliance with applicable contractor requirements;
and administering vendor debarment and suspension procedures in accordance with
applicable law and CRA policy;
• Procurement Training and Advisory Services: Providing guidance and training to CRA Staff
on procurement requirements, competitive solicitation procedures, and contract
administration best practices; advising the CEO and CRA Board on procurement policy
development and updates;
• Such other procurement services as may be mutually agreed upon by the Parties in
writing.
9.3 CRA Procurement Authority. Procurement Services provided under this Section are intended
to support, not supplant, the CRA's procurement authority. All procurement decisions, contract
awards, and expenditure approvals shall remain with the CRA Board or the CEO, or other
authorized purchaser, as authorized under applicable law and the CRA's procurement policies.
The Procurement Director shall serve in an advisory and administrative capacity and shall not
have independent authority to bind the CRA.
9.4 Compliance.All Procurement Services shall be performed in strict compliance with applicable
Florida law governing public procurement and all applicable CRA procurement policies and
procedures.
9.5 Compensation for Procurement Services.The CRA shall pay the City for Procurement Services
in the amount of ONE THOUSAND SIXTY-SIX DOLLARS AND SIXTY-SIX CENTS ($1,666.66) per
month for FY 2025-2026, invoiced monthly, for a total annual estimated fee of TWENTY
THOUSAND DOLLARS($20,000.00). Beginning October 1,2026, and on each October 1 thereafter
during the term of this Agreement, the Procurement Services fee shall automatically increase by
five percent(5%), rounded to the nearest cent,without the need for a written amendment. Either
Party may request renegotiation of Procurement Services fees by written notice if: (a) the City's
actual cost increase for Procurement Services in any fiscal year exceeds the five percent (5%)
escalator; (b) a change in applicable federal, state, or local law requires the City to perform
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additional procurement functions or incur material additional costs not contemplated at the time
of execution; or (c)the scope of CRA procurement activities materially changes. A renegotiation
request shall initiate a sixty (60) day good-faith negotiation period. If the Parties do not reach an
agreement within that period, either Party may discontinue Procurement Services upon sixty(60)
days' written notice pursuant to Section 3.3, without affecting any other Service category or the
Agreement as a whole.
10. ADDITIONAL SERVICES.
10.1 Scope. In addition to the Services expressly described in this Agreement, the City may
provide additional technical services to the CRA upon written request by the CRA ("Additional
Services").Additional Services may include GIS services,planning services, development services,
and such other technical services as the CRA may request and the City may agree to provide. The
City is not obligated to provide any particular Additional Service and may decline any request at
its sole discretion. Additional Services shall be performed by City employees designated by the
City Manager. The Additional Services shall not include Professional Services, as defined in
Section 287.055, Florida Statutes, except as provided in subsection 10.5 below.
10.2 Request Process. The CRA shall submit a written request for Additional Services to the City
Manager, describing the scope of services requested and the desired timeframe. The City shall
confirm in writing whether it will perform the requested services, including the estimated hours
and applicable rate(s),before work commences.The written request from the CRA,together with
the City's written confirmation, shall constitute the authorization for the City to perform and
invoice the CRA for the Additional Services described therein.
10.3 Compensation;Annual Cap.Additional Services shall be billed to the CRA at the actual fully
loaded hourly rate of the City employee performing the services, inclusive of salary,benefits, and
applicable overhead, as determined by the City. The City shall invoice the CRA monthly for
Additional Services performed during the preceding month, with each invoice identifying the
employee(s), department, services performed, hours worked, and applicable hourly rate(s).
Invoices shall be due and payable within thirty (30) days of receipt in accordance with the Local
Government Prompt Payment Act, Section 218.70 et al., Florida Statutes. The total compensation
payable by the CRA for Additional Services in any fiscal year shall not exceed SIXTY-FIVE
THOUSAND DOLLARS ($65,000.00) (the "Additional Services Cap"). Beginning October 1, 2027,
and on each October 1 thereafter during the term of this Agreement, the Additional Services Cap
shall automatically increase by five percent (5%), rounded to the nearest cent, without the need
for a written amendment. The City shall track cumulative Additional Services billings and shall
notify the CRA in writing when billings reach eighty percent (80%) of the then-current Additional
Services Cap. Upon reaching the Cap in any fiscal year,the City shall have no obligation to perform
further Additional Services for the remainder of that fiscal year unless the CRA Board approves
an increase to the Cap by written amendment.
10.4 No Exclusivity. Nothing in this Section shall preclude the CRA from engaging outside
consultants or contractors for the same or similar services, subject to the exclusivity provisions
of Section 4.4 of this Agreement as they relate to Chief Executive Officer Services only.
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10.5 Additional Professional Services.The City may provide professional services to the CRA in
an amount not to exceed $34,000 in total, which amount shall not be increased, under the same
procedures set forth above for the Additional Services. Notwithstanding the foregoing, the City
may not provide professional services to the CRA where providing such services would violate
Section 287.055, Florida Statutes, or other applicable Florida law. Both Parties agree that each
shall consult its own attorney prior to requesting or performing Additional Professional Services.
11. CITY-CONTRACT PURCHASES; REIMBURSEMENT.
11.1 City-Contract Purchases.At the written request of the CRA,the City may purchase supplies,
equipment, software licenses,subscriptions, or other items on behalf of the CRAthrough existing
City contracts or cooperative purchasing arrangements ("City-Contract Purchases"). City-
Contract Purchases may include, without limitation, additional user licenses for City enterprise
software systems utilized by the CRA(such as agenda management systems and ERP platforms),
computer hardware and peripherals, and similar items procured under City contracts to which
the CRA does not have direct access.The City is not obligated to make any particular City-Contract
Purchase and may decline any request at its sole discretion, including where doing so would
conflict with contract terms, procurement requirements, or City policy.
11.2 Reimbursement.The CRA shall reimburse the City for the actual cost of all City-Contract
Purchases made on the CRA's behalf,without markup,within thirty(30) days of receipt of invoice.
The City shall provide the CRA with documentation of the actual cost, including a vendor invoice
or purchase order, sufficient to support the CRA's payment and public records obligations. City-
Contract Purchases that are within the CRA's adopted budget for the applicable fiscal year may
be made upon written request of the CRA without further CRA Board action. City-Contract
Purchases that are not within the CRA's adopted budget, or that would cause the CRA to exceed
a budgeted line item, shall require prior written approval of the CRA Board before the City
proceeds with the purchase.The CRA shall be solely responsible for ensuring that requested City-
Contract Purchases are within its budgeted appropriations or have received required Board
approval, and the City shall have no liability for purchases made in good faith upon the written
request or approval of the CRA.
11.3 No Direct Vendor Relationship. Nothing in this Section shall be deemed to create a contract
between the CRA and any City vendor. The City shall retain all rights and obligations under its
vendor contracts. The CRA's sole obligation with respect to City-Contract Purchases is
reimbursement to the City as provided in Section 11.2.
11.4 Policy and Statute Controlling. In the event of a conflict between an applicable CRA
purchasing policy or Florida law and this Section 11,this Section 11 shall be deemed not to apply.
12. LEGAL SERVICES —SPECIAL COUNSEL.
12.1 Scope of Legal Services. The City, through the Office of the City Attorney, shall provide the
CRA with everyday legal services in the areas of procurement, human resources, City Clerk, risk
management, finance, and information technology functions (the "Legal Services"). The Legal
Services shall not include litigation (including mediation, arbitration, or alternative dispute
resolution) activities for any purpose. The City Attorney, or designee, shall serve as the primary
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contact for Legal Services. The Legal Services are advisory in nature, are intended to support the
CRA's day-to-day operations and compliance with applicable Florida law, and are complementary
to, and not duplicative of, the Human Resource Services, City Clerk Services, Procurement
Services, Risk Management Services, Finance Services, and Information Technology Services
provided under this Agreement. Legal Services shall include, but are not limited to:
(a) Procurement Legal Advisory. Legal review of invitations to bid, requests for proposals,
requests for qualifications, and other solicitation documents for goods and services; legal
advice on solicitation, evaluation, and award processes, procurement thresholds, sole and
single source determinations, and cooperative and piggyback purchasing authority; advising
on the development and updating of the CRA's procurement policies and procedures; and
legal review of resulting contracts, amendments, and related instruments. Determination of
the appropriate use of CRA funds shall remain with the CRA Board Attorney and CRA Finance
Director and shall be confirmed prior to initiation of a procurement solicitation;
(b) Human Resources Legal Advisory. Legal advice on personnel policies and procedures and
on routine employment and personnel matters, including discipline, leave, classification,
hiring, termination, and compensation questions; and legal review of personnel forms,
correspondence, and policy documents;
(c) City Clerk Legal Advisory. Legal review and advice supporting the City Clerk functions
performed for the CRA, including legal advice on public records requests directed to the CRA,
including identification and application of statutory exemptions and the review and redaction
of records under Chapter 119, Florida Statutes; and legal advice on records retention and
disposition. Final review and approval of CRA Board meeting agendas and presiding officer
script (if legal review is requested) shall remain with the CRA Board Attorney and is not
included within the Legal Services;
(d) Risk Management Legal Advisory. Legal advice supporting the Risk Management Services
performed for the CRA,including legal advice on insurance and indemnification requirements
for CRA vendors, contractors, tenants, licensees, and event participants; legal review of
insurance, indemnification, and risk-transfer provisions in CRA contracts, event agreements,
and related instruments; legal advice on certificate of insurance and additional insured
requirements; and advisory, non-adversarial legal advice on workers' compensation and
workplace injury matters and on the development and updating of the CRA's risk
management policies and forms;
(e) Information Technology Legal Advisory. Legal review and advice supporting the
Information Technology Services performed for the CRA, including legal advice on technology
procurement, software licensing, and subscription and maintenance agreements; legal
review of information technology contracts, data processing and data security terms, and
related instruments; legal advice on data security, records retention, and public records
considerations arising from the CRA's electronic systems under Chapter 119, Florida Statutes;
advisory, non-adversarial legal advice on cybersecurity and data incident matters; and legal
advice supporting City-Contract Purchases of information technology items under this
Agreement;
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(f) Board Meeting Attendance and Agenda Review. Attendance at CRA Board meetings as
reasonably required in connection with the Legal Services, and legal review of CRA Board
agenda items that are derived from or relate to the ILA Matters; provided that final review
and approval of CRA Board meeting agendas and the presiding officer script (if legal review is
requested) shall remain with the CRA Board Attorney as provided in subsection (c) above;
(g) General. Routine advisory support and document review arising in the ordinary course of
the ILA Matters.
(h) Finance Legal Advisory. Legal review and advice supporting the Financial Services
performed for the CRA, including advice on financial policies, cash management and
accounting practices, auditing, grant compliance, and banking and investment agreements.
Notwithstanding the foregoing, bond matters(disclosures, compliance,and arbitrage),to the
extent they occur, shall be handled by bond counsel. All financial matters concerning
compliance with Chapters 163 and 189, Florida Statutes; appropriate use of CRA funds; tax
increment revenue receipt and distribution; and substantive financial policies concerning the
financial decision-making authority of the CRA Board shall remain with the CRA Board
Attorney.
(i)To the extent any matter otherwise within this subsection requires a legal determination
regarding the CRA's authority to expend funds for a particular purpose, that determination
shall remain with the CRA Board Attorney.
12.2 Exclusion of Litigation and Adversarial Matters.The Legal Services do not include litigation
(including mediation, arbitration,or alternative dispute resolution) activities for any purpose. The
Legal Services and the Legal Services Fee do not include, and do not compensate the City for,
litigation or any contested, adversarial, or administrative proceeding, whether arising from
procurement, human resources, City Clerk, or other matter. Excluded matters include, without
limitation: bid protests and related injunctive or judicial proceedings; enforcement actions or
petitions for writ of mandamus under Chapter 119, Florida Statutes; charges, complaints, or
proceedings before the Equal Employment Opportunity Commission, the Florida Commission on
Human Relations, the Public Employees Relations Commission, or any comparable tribunal;
whistleblower claims; grievance arbitrations; and any other procurement-related or
employment-related litigation. Excluded matters shall be handled through separate written
engagement of labor counsel, defense counsel, or other specialized counsel, and shall be
separately compensated. Nothing in this Section obligates the Office of the City Attorney to
undertake any excluded matter.
12.3 Relationship to CRA Board Attorney. The Legal Services are limited to the ILA Matters
described in Section 12.1 and do not include litigation for any purpose. All other legal matters of
the CRA, including general counsel, redevelopment, real estate, development, litigation, and
Board governance matters, remain with the CRA Board Attorney. The Office of the City Attorney
and the CRA Board Attorney serve co-equally within their respective scopes, and neither
supervises the other. In any matter in which the interests of the City and the CRA diverge or
conflict, the Office of the City Attorney shall so advise the CRA, and the matter shall be referred
to the CRA Board Attorney or to separate counsel as the CRA Board may direct.The Office of the
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City Attorney is empowered to advise City staff performing the Legal Services without involving
the CRA Board Attorney, and may, at its option and at any time, consult with, defer to, or refer
any matter to the CRA Board Attorney. The Office of the City Attorney and the CRA Board
Attorney shall keep each other reasonably informed of non-routine matters within the Legal
Services and shall coordinate on any matter that may fall within their respective scopes; such
coordination shall not require either office to obtain the approval of the other. In the negotiation
of this Agreement, and in any matter in which the interests of the City and the CRA diverge or
conflict, the Office of the City Attorney represents only the City, and the CRA is represented by
the CRA Board Attorney. Nothing in this Agreement shall prohibit the Office of the City Attorney
and the CRA Board Attorney from working jointly as may be applicable to a legal task. By way of
example and not limitation, both the Office of the City Attorney and the CRA Board Attorney may
provide legal input on a CRAsolicitation document seeking potential purchasers for real property.
12.4 Compensation for Legal Services; Fee and Allocation. Commencing September 16, 2026,
and continuing through FY 2026-2027, the CRA shall pay the City a Legal Services Fee of
$10,000.00 per month, invoiced by the City to the CRA Finance Director, due and payable within
thirty (30)days of invoice in accordance with the Local Government Prompt Payment Act, Section
218.70 et al., Florida Statutes. The Legal Services Fee shall be allocated as follows: (i) an amount
equal to 50% of the Legal Services Fee per month (the "City Attorney Salary Supplement"), with
such fifty percent (50%) inclusive of all associated employer payroll taxes, pension and retirement
contributions, and other employer costs attributable to the City Attorney Salary Supplement, as
approved by the City Commission through its approval of this Agreement, which the City shall
pay to the City Attorney through City payroll as supplemental compensation in recognition of the
additional duties performed in providing Legal Services to the CRA, funded by the CRA
reimbursement; and (ii) the remaining balance of the Legal Services Fee (the "Legal Support
Budget"), available to the City Manager, in his sole discretion, to compensate other City
employees within or supporting the Office of the City Attorney who perform Legal Services to the
CRA, consistent with applicable City employment policies and compensation practices. Beginning
October 1, 2027, and on each October 1 thereafter during the term, the Legal Services Fee, the
City Attorney Salary Supplement, and the Legal Support Budget shall each automatically increase
by five percent (5%), rounded to the nearest cent, without the need for a written amendment.
The City Attorney Salary Supplement shall be paid in equal installments through the City's regular
payroll cycle, treated as additional compensation subject to all applicable withholding and
reporting requirements, and shall cease upon termination of the Legal Services, with a pro-rata
final payment for any partial pay period. All decisions concerning the allocation of the Legal
Support Budget shall be solely the responsibility of the City to the exclusion of the CRA.
12.5 Costs and Expenses. The Legal Services Fee covers professional services only. Any out-of-
pocket costs advanced by the City in connection with the Legal Services or any related matter,
including filing fees, recording fees, service of process, court costs, deposition and transcript
costs, and expert or consultant fees, shall be reimbursed by the CRA at actual cost, without
markup, within thirty (30) days of receipt of documentation of the cost advanced.
12.6 Professional Liability Insurance. Professional liability (legal malpractice) coverage for the
attorneys performing the Legal Services shall be maintained in a commercially reasonable
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amount throughout the term. The City's existing professional liability coverage shall serve as the
primary coverage for the Legal Services. The CRA shall fund any additional professional liability
coverage requested or required by the Office of the City Attorney in order to perform the Legal
Services, and the Parties shall cooperate to confirm the coverage and provide evidence of it upon
request.
12.7 Renegotiation. Either Party may request renegotiation of the Legal Services Fee by written
notice if: (a)the City's actual cost to provide Legal Services in any fiscal year materially exceeds
the five percent (5%) escalator; (b) a change in applicable law requires the City to perform
additional legal functions or incur material additional costs not contemplated at execution; or (c)
the scope of the ILA Matters materially changes. A renegotiation request shall initiate a sixty(60)
day good-faith negotiation period. If the Parties do not reach an agreement within that period,
either Party may discontinue Legal Services upon sixty (60) days' written notice pursuant to
Section 3.3 of this Agreement, without affecting any other Service category or the Agreement as
a whole.
12.8 Subcontracting. The Office of the City Attorney shall not subcontract or delegate the
advisory Legal Services to outside counsel without the approval of the CRA Board or the CRA
acting through its ordinary process for the engagement of counsel. This Section does not apply
to the separate engagement of labor counsel, defense counsel, or other specialized counsel for
excluded matters under Section 12.2, which shall proceed through the CRA's ordinary process for
the engagement of outside counsel and shall not require additional approval hereunder.
12.9 Termination of Legal Services; No Effect on Employment. Separate from renegotiation
under Section 12.7, either Party may discontinue the Legal Services upon thirty (30) days' written
notice, with any matter then in progress transitioning to the CRA Board Attorney or to separate
counsel as the CRA Board may direct. Discontinuation of the Legal Services shall have no effect
on the employment of the City Attorney or any other attorney or employee of the City, and shall
not, standing alone, affect any other Service category under this Agreement. Upon
discontinuation, the City Attorney Salary Supplement and the Legal Support Budget shall cease,
with a pro-rata final payment for any partial pay period.
13. RISK MANAGEMENT SERVICES.
13.1 Scope of Risk Management Services.The City's Risk Management Division shall provide risk
management services to the CRA as outlined in this Section ("Risk Management Services").The
Risk Manager, or designee, shall serve as the primary contact for Risk Management Services. Risk
Management Services are intended to support the CRA's management of insurable risk, the
protection of CRA assets and personnel, the CRA's compliance with applicable insurance and
workplace safety requirements, and the coordination of claims. Risk Management Services are
advisory, administrative, and coordinative in nature and are complementary to, and not
duplicative of, the other Services provided under this Agreement.
13.2 Risk Management Service Components. Risk Management Services shall include, but are
not limited to:
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• Insurance Program Administration and Placement Support: Assisting the CRA in
identifying, procuring, placing, and renewing property, general liability, public officials
and management liability, cyber, automobile, crime, and other lines of insurance
coverage appropriate to CRA operations; soliciting and evaluating quotes; coordinating
with the City's insurance brokers, agents, carriers, and any applicable self-insurance or
governmental risk pool; reviewing policy terms, limits, deductibles, and renewals; and
advising the CRA on coverage adequacy;
• Certificate of Insurance Requirements and Review: Establishing insurance and
indemnification requirements for CRA vendors, contractors, tenants, licensees, event
participants, and other third parties; reviewing certificates of insurance, endorsements,
and additional insured status for compliance with applicable requirements; tracking
certificates of insurance and expirations; and advising CRA Staff and the CEO on whether
third parties satisfy applicable insurance requirements before contracting, event
approval, or use of CRA property;
• Event Risk Review and Safety Walk-Throughs: Conducting pre-event site walk-throughs
and risk assessments for CRA-sponsored, CRA-hosted, or CRA-permitted events;
identifying hazards and recommending mitigation measures; advising on special event
insurance requirements and on vendor and participant insurance; and coordinating with
City departments (including police, fire, and risk management) as appropriate;
• Workers' Compensation and Workplace Injury Reporting and Support: Coordinating
workers' compensation coverage for CRA Staff; receiving, logging, and processing
workplace injury and illness reports; coordinating with the City's workers' compensation
carrier or third-party administrator; supporting return-to-work and modified-duty
processes; and maintaining injury and illness records as required by law;
• Claims Coordination: Intake, reporting, and coordination of liability, property, casualty,
and other insured claims involving the CRA; coordinating with carriers, adjusters, and
counsel as appropriate; and tracking claim status and loss runs;
• Risk Assessment and Loss Prevention: Periodic risk assessments of CRA facilities,
operations, and activities; loss-prevention and safety recommendations; and support for
safety training and occupational safety compliance as applicable;
• Such other risk management services as may be mutually agreed upon by the Parties in
writing.
13.3 CRA Responsibilities.The CEO shall designate a primary CRA staff contact for coordination
with the Risk Manager.The CRA shall provide the Risk Management Division with timely access
to all records, documents, and information necessary to perform the Risk Management Services,
shall report incidents, injuries, and potential claims promptly, and shall cooperate fully in the
performance of these Services. Except as otherwise agreed in writing, the CRA shall remain the
named insured or policyholder on coverage placed on its behalf and shall be responsible for the
payment of all premiums, deductibles, retentions, and self-insured amounts applicable to CRA
coverage and claims.
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13.4 Limitation on Scope; No Insurer or Licensed Function. The Risk Management Services are
advisory, administrative,and coordinative. Nothing in this Section shall be construed to make the
City the insurer, guarantor, or self-insurer of the CRA, or to guarantee the existence, adequacy,
or continuation of any coverage. The City does not, by providing Risk Management Services, act
as an insurance agent, broker, adjuster, or administrator required to be licensed under Chapter
626, Florida Statutes, on the CRA's behalf, and nothing in this Section requires the City to perform
any function requiring a license the City does not hold. Where the placement of coverage,
adjustment of a claim, or other function requires licensure, that function shall be performed by
an appropriately licensed broker, agent, carrier, or third-party administrator engaged by or on
behalf of the CRA, and the Risk Management Division's role shall be limited to coordination and
support.
13.5 Compliance.All Risk Management Services shall be performed in accordance with applicable
Florida law, including Chapter 440 (Workers' Compensation), Chapter 626 (as applicable), and
Section 768.28, Florida Statutes, and applicable City and CRA policies.
13.6 Compensation for Risk Management Services. Commencing August 15, 2026 CRA shall pay
the City for Risk Management Services in the amount of $2,500.00 per month for FY 2025-2026,
invoiced monthly, for a total annual estimated fee of$30,000.00. Beginning October 1, 2026, and
on each October 1 thereafter during the term of this Agreement, the Risk Management Services
fee shall automatically increase by five percent (5%), rounded to the nearest cent, without the
need for a written amendment. Premiums, deductibles, retentions, self-insured amounts, and
out-of-pocket costs advanced by the City in connection with CRA coverage or claims shall be
separately reimbursed by the CRA at actual cost, without markup, within thirty (30) days of
receipt of documentation. Either Party may request renegotiation of Risk Management Services
fees by written notice if: (a) the City's actual cost increase for Risk Management Services in any
fiscal year exceeds the five percent (5%) escalator; (b) a change in applicable federal, state, or
local law requires the City to perform additional risk management functions or incur material
additional costs not contemplated at the time of execution; or (c) the scope of CRA operations
materially changes. A renegotiation request shall initiate a sixty (60) day good-faith negotiation
period. If the Parties do not reach an agreement within that period, either Party may discontinue
Risk Management Services upon sixty (60) days' written notice pursuant to Section 3.3, without
affecting any other Service category or the Agreement as a whole.
14. ENTITY INDEPENDENCE; NO EMPLOYMENT RELATIONSHIP.
For clarity, the City and the CRA are and shall remain separate and independent legal entities.
Nothing in this Agreement shall be construed to: (a) merge or consolidate the City and the CRA;
(b) establish an employment relationship between the City and any employee of the CRA; (c)
make any CRA employee an employee of the City for any purpose, including for purposes of
federal and state labor and employment laws, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards
Act, the Family and Medical Leave Act, or any other federal, state, or local employment law or
regulation; (d) make any City employee an employee of the CRA, including for purposes of federal
and state labor and employment laws, Title VII of the Civil Rights Act of 1964, the Age
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Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards
Act, the Family and Medical Leave Act, or any other federal,state, or local employment law or
regulation; or (e) subject either Party to liability for the employment-related acts or omissions of
the other Party's employees. City employees providing services to the CRA pursuant to this
Agreement remain employees of the City at all times and are not employees, or representatives
of, the CRA by virtue of performing such services. Notwithstanding the foregoing, the City
Manager,in his capacity as CEO,and Authorized City Personnel designated to perform CEO duties
pursuant to Section 4.1 of this Agreement, act as authorized agents of the CRA when performing
such duties. Each Party remains responsible for the acts and omissions of its own employees and
subject to the indemnification provisions of this Agreement.The City Manager's authorization to
serve as Chief Executive Officer is made pursuant to this Agreement and City Charter Section
20(b) and does not alter the independent legal status of either the City or the CRA. The services
provided under this Agreement are provided pursuant to the Florida Interlocal Cooperation Act
of 1969, Part I, Chapter 163, Florida Statutes, which authorizes public agencies to make the most
efficient use of their powers by enabling them to cooperate on a basis of mutual advantage.
15. OFFICE LOCATION.
The City's Human Resources Department, Procurement, Risk Management, Legal, Information
Technology, Clerk, and Finance Department are located at City of Boynton Beach, City Hall, 100
East Ocean Avenue, Boynton Beach, Florida 33435. The primary CRA offices are located at 100
East Ocean Avenue, Boynton Beach, Florida 33435.
16. SUNSHINE LAW.
The Parties agree that the conduct of affairs under this Agreement shall be in accordance with
the Florida Government in the Sunshine Law, Chapter 286.011 and 119, Florida Statutes.
17. INDEMNIFICATION; GOVERNMENTAL IMMUNITY.
17.1 CRA Indemnification of City. To the extent permitted by law, the CRA shall indemnify,
defend, and hold harmless the City, the City Manager,and all City officers,employees, and agents
providing Chief Executive Officer Services under the supervision of the City Manager pursuant to
this Agreement from and against any and all claims, liabilities, losses, costs, damages, and
expenses (including reasonable attorney's fees) arising out of or resulting from: (a) the City
Manager or Authorized Personnel's performance of duties as Chief Executive Officer under this
Agreement;or (b) any act or omission of the CRA, its officers, employees, or agents in connection
with this Agreement. This indemnification shall not apply to claims arising solely from the gross
negligence or willful misconduct of the City,the City Manager (acting as City Manager or as Chief
Executive Officer),or City personnel. Notwithstanding any other provision of this Agreement,the
CRA's indemnification obligations under this Section shall not exceed the limits set forth in
Section 768.28(5), Florida Statutes, as amended from time to time, regardless of the claim or
cause of action. Nothing herein shall be construed to waive the sovereign immunity of either
Party beyond the limits established by Section 768.28, Florida Statutes, or to create any
obligation on the part of either Party to indemnify the other for amounts in excess of those
statutory limits.
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17.2 City Indemnification to the CRA.To the extent permitted by law, the City shall indemnify,
defend, and hold harmless the CRA, the CEO, and all CRA Staff, officers, and agents from and
against any and all claims, liabilities, losses, costs, damages, and expenses (including reasonable
attorney's fees) arising out of or resulting from (a) the provision of Services (excluding Chief
Executive Officer Services) under this Agreement; or (b) the act or omission of the City, its
officers, employees or agents in connection with this Agreement. This indemnification shall not
apply to claims arising solelyfrom the gross negligence or willful misconduct of CRAStaff, officers,
or agents. Notwithstanding any other provision of this Agreement, the City's indemnification
obligations under this Section shall not exceed the limits set forth in Section 768.28(5), Florida
Statutes, as amended from time to time, regardless of the claim or cause of action. Nothing
herein shall be construed to waive the sovereign immunity of either Party beyond the limits
established by Section 768.28, Florida Statutes, or to create any obligation on the part of either
Party to indemnify the other for amounts in excess of those statutory limits.
17.3 Governmental Immunity. As expressly set forth in this Agreement, nothing herein is
intended to serve as a waiver of sovereign immunity by either Party, nor shall anything included
herein be construed as consent by either Party to be sued by a third party in any matter arising
out of this Agreement. Each Party is a state agency or political subdivision as defined in Section
768.28, Florida Statutes, and shall be responsible for the acts and omissions of its agents or
employees to the extent required by applicable law.Nothing in this Agreement shall be construed
as consent by either Party to be sued by third parties in any matter arising out of this Agreement
or any other contract.
18. PUBLIC RECORDS.
The City and the CRA each shall maintain their own records and documents associated with this
Agreement in accordance with the requirements outlined 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 inspection or audit during
normal business hours during the term of this Agreement and at least one (1) year after the
termination of the Agreement.
19. FILING.
The City shall file this Agreement with the Palm Beach County Clerk of Court pursuant to the
requirements of Section 163.01(11), Florida Statutes.
20. 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 or portion hereof.
To that end, this Agreement is declared severable.
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21. 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 CRA.
22. NO ASSIGNMENT.
The Parties may not transfer or assign this Agreement in whole or in part, without prior written
consent of the other, which maybe granted or withheld at the other Party's absolute discretion.
23. 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.
24. ENTIRE AGREEMENT; SUPERSESSION.
This Agreement constitutes the entire understanding of the Parties with respect to the subject
matter hereof. This Agreement amends, restates, supersedes, and replaces in their entirety the
following, each of which is hereby terminated and of no further force or effect as of the effective
date of this Agreement: (1) the Interlocal Agreement Between the City of Boynton Beach and the
Boynton Beach Community Redevelopment Agency for City Services, Including City Manager
Chief Executive Officer Services, Human Resource Services, Finance Services, and Information
Technology Services, dated on or about April 21, 2026 (the Original Agreement); (2) the First
Amendment to Interlocal Agreement, dated on or about June 16, 2026; and (3) the Second
Amendment to the Master Administrative Services Agreement, dated on or about August 11,
2026. This Agreement also supersedes and replaces the following prior interlocal agreements,
each of which was previously terminated by the Original Agreement and remains terminated: (a)
the Interlocal Agreement Between the Boynton Beach Community Redevelopment Agency and
the City of Boynton Beach for Human Resource Services, dated September 7, 2010, approved by
City Commission Resolution No. R10-111; and (b)the Interlocal Agreement for Technical Support
Services, approved by City Commission Resolution No. R21-025, effective February 1, 2021. Any
other interlocal agreements between the City and the CRA not expressly identified above shall
remain in full force and effect and are not affected by this Agreement.
25. MODIFICATION.
This Agreement may be modified only by a written amendment that is duly approved and
executed by both Parties.
26. BINDING AUTHORITY.
Each person signing this Agreement on behalf of either Party individually warrants that such
person has full legal power to execute this Agreement on behalf of the Party for whom such
person is signing, and to bind and obligate such Party with respect to a II provisions contained in
this Agreement.
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27. DISPUTES.
In the event of any dispute arising among the Parties with respect to the interpretation of the
respective rights or obligations provided for by this Agreement, the same shall be resolved by
mediation, with such mediation to be conducted between the City Attorney and the CRA
Attorney. If mediation is unsuccessful, any and all legal actions necessary to enforce this
Agreement will be conducted in Palm Beach County, Florida.
28. NON-APPROPRIATION.
This Agreement is subject to annual appropriation by both Parties. If funding for this Agreement
is not appropriated in any fiscal year, the Party failing to appropriate shall provide written notice
to the other Party as soon as practicable, and this Agreement shall terminate with respect to the
non-appropriated Service category at the end of the then-current fiscal year or upon the date
such funds are exhausted, whichever occurs first. Non-appropriation shall not constitute a
default under this Agreement.
29. NOTICES.
All notices required or permitted pursuant to this Agreement shall be effective upon receipt, but
in any event no later than three (3) business days after posting by U.S. Mail, certified or
registered,postage prepaid, or one (1) business day after deliveryto an expedited courier service
such as Federal Express, to the addresses listed below:
If to the City:
City of Boynton Beach
100 East Ocean Avenue
Boynton Beach, Florida 33435
Attn: Daniel Dugger, City Manager
With Copy to:
Shawna Lamb, City Attorney
100 East Ocean Avenue
Boynton Beach, Florida 33435
If to the CRA:
Boynton Beach Community Redevelopment Agency
100 East Ocean Avenue
Boynton Beach, Florida 33435
Attn: CRA Board Chair
With Copy to:
Kathryn B. Rossmell, Esq.
Lewis, Longman & Walker, P.A.
360 South Rosemary Avenue, Suite 1100
West Palm Beach, Florida 33401
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30. EFFECTIVE DATE.
This Agreement shall become effective on the date last signed by the Parties.
31. TERMINATION.
31.1 Termination for Convenience. Either Party may terminate this Agreement, in whole or as to
any individual Service category, upon sixty (60) days' written notice to the other Party, without
cause and for its convenience. In the event of termination of Chief Executive Officer Services, the
CRA shall immediately begin the process of recruiting or otherwise identifying a permanent or
interim CEO replacement.
31.2 Termination for Cause. Either Party may terminate this Agreement for cause upon thirty
(30) days' written notice identifying the nature of the default, provided the defaulting Party fails
to cure such default within the thirty (30) day cure period.
31.3 Effect of Termination. Upon termination of this Agreement or any Service category,the City
shall cooperate fully in transitioning Services to the CRA or its designee. All records in the City's
possession relating to CRA Staff,finances, or operations shall be promptly transferred to the CRA
upon termination.
32. INTERPRETATION.
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 of one of the Parties.
33. NO DISCRIMINATION.
Neither Party shall discriminate against any persons on the basis of race, color, religion, ancestry,
national origin, age, sex, marital status, sexual orientation, or disability for any reason in its
performance of the Services and in its hiring,firing, or contracting practices associated with this
Agreement.
34. COMPLIANCE WITH LAWS.
In the performance of the Services, the Parties shall comply with all applicable federal, state, and
local laws and regulations, including applicable policies and procedures, including ethics and
procurement requirements.
(Signatures on the following page)
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives on the day and year written below.
CITY OF BOYNTON BEACH BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
(
By: By:
Rebecca Shelton, Mayor Rebecca Shelton, Chair
City of Boynton each Boynton each CRA Board
Date: /l(�a Date: /�
APPRO ED AS TO FORMI
Shawna Lamb, City Attorney Kat r B. Rossmell, Esq.
City of Boynton Beach CRA Board Attorney
"1,0YNToN
. F
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"4,:O• GO�POR,1;•. •91�1
SEAL •;_ ,
INCORPORATED:
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,. `LORION
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