R11-006
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1 RESOLUTION Rll- cob
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3 A RESOLUTION OF THE CITY COMMISSION OF
4 THE CITY OF BOYNTON BEACH, FLORIDA,
5 APPROVING AND AUTHORIZING THE CITY
6 MANAGER AND CITY CLERK TO EXECUTE A
7 YOUTH EMPOWERMENT CENTER SERVICES
8 AGREEMENT BETWEEN THE CITY OF BOYNTON
9 BEACH, FLORIDA, AND RAINBOW MARKETING,
10 INC., FOR SUB-GRANT FUNDING IN THE AMOUNT
11 OF $6,000.00; AND PROVIDING AN EFFECTIVE
12 DATE.
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14 WHEREAS, the City of Boynton Beach has entered into an agreement with the Board
15 of County Commissioners, Palm Beach County, Florida for the concept of developing a Youth
16 Empowerment Center to curtail violent and criminal behavior by providing holistic activities
17 geared toward improving the livelihood of the participants; and
18 WHEREAS, the City of Boynton Beach was granted $279,000.00, of which
19 $111,000.00 was designated to be sub-granted to service providers; and
20 WHEREAS, the Youth Violence Prevention Program Steering Committee has
21 reviewed and approved Rainbow Marketing, Inc's application and has granted them
22 $6,000.00.
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
24 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
25 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
26 being true and correct and are hereby made a specific part of this Resolution upon adoption
27 hereof.
28 Section 2. The City Commission of the City of Boynton Beach, Florida does
29 hereby approve and authorize the City Manager and City Clerk to execute a Youth
30 Empowerment Center Services Agreement with Rainbow Marketing, Inc., including a sub-
S:\CA\RESO\AgreementAAeso - YVPP - Subgrant- Rainbow Marketing.doc
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1 grant in the amount of $6,000.00, a copy of the Service Agreement is attached hereto and
2 made a part hereof as Exhibit "A"
3 Section 3. This Resolution will become effective immediately upon passage.
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4 PASSED AND ADOPTED this L/ day of January, 2011.
5 C~YNTON BEACH, FLORIDA
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20 ATTEST: an
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YOUTH EMPOWERMENT CENTER
SERVICES AGREEMENT
THIS AGREEMENT is made by and between the CITY OF BOYNTON BEACH,
FLORIDA, a Florida municipal corporation, with a physical address of225 N.W. 12th Ave.,
Boynton Beach Blvd., Boynton Beach, Florida 33435 (the "City") and RMI Rainbow Marketing
Inc, (Annette Gray) 14545 K Military Trail #306, Delray Beach, Florida 33484 (the "Provider").
WITNESSETH
WHEREAS, by Resolution No._, the Boynton Beach City Commission approved an
Interlocal Agreement with Palm Beach County (the "County") establishing a partnership to
implement the Youth Violence Prevention Project (the "Project"); and
WHEREAS, as part of the Project, the City is establishing Youth Empowerment Centers
within the City to prevent and combat youth violence; and
WHEREAS, the Interlocal Agreement provides that the County will reimburse expenses
incurred in providing services and expenditures in targeted areas; and
WHEREAS, Provider offers programs to assist underserved youths with academic
assistance and career guidance; and
WHEREAS, the City desires to enter into this Agreement to provide such services to the
Youth Empowerment Centers; and
WHEREAS, the City desires to engage Provider will assist underserved youth to the City as
part of the Project according to the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises as
hereinafter set forth and of the faithful performance of as such covenants and conditions, the City
and Provider do hereby agree as follows:
1. SERVICES.
1.1 Provider shall provide the services described in the Performance Measures and
Program Description attached hereto as Exhibit "A" (which services are hereinafter referred to as
the "Services") to participants in the Project. The Services shall be provided at the Carolyn Sims
Youth Empowerment Center located at 225 N.W. lib Ave., Boynton Beach, Florida (the "Center").
The Director of Youth Violence Prevention Program (hereinafter referred to YVPP) shall
coordinate with Provider to establish a schedule of use for the Services at the Center.
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1.2 Provider shall render the Services In a diligent. caretul and thorough manner
consistent with good business practice. Time shall be of the essence with respect to all matters set
forth in this Agreement.
1.3 Provider shall have all prospective staff complete a criminal background
investigation. Staff must report to the Boynton Beach Police Department tor fingerprinting and
completion of forms needed for national background checks. No staff shall be hired to work with
Provider at the Center until the background check has been returned and cleared by the Boynton
Beach Police Department. YVPP has the right to reject any applicants or staff working under the
direction of Provider. Nothing in this Agreement. however, shall impose any responsibilities or
obligations on the City in connection with performance or actions of any staff hired by Provider.
The City reserves the right to require Provider to dismiss any staff working under it whose
performance or actions are detrimental to the Project or who is involved in misconduct, drug use,
alcohol consumption or use or possession offiream1s on City property
1.4 Provider shall comply with all City rules, regulations and procedures regarding the
operation of the Center and the conduct of providers for City programs.
1.5 Provider and its staff shall attend training sessions, special events, activity days and a
monthly update meeting as determined by the Director of Parks and Recreation. Attendance at such
sessions and events shall be at Provider's expense and shall not be eligible for reimbursement under
this Agreement.
1.6 Provider shall promptly notify the Department of Parks and Recreation about any
participant injury or accident and complete an "Accident/Incident Form." If the injury required tirst
aid, the instructor must notify the Center supervisor immediately. The torm must be submitted to
the Department of Parks and Recreation the same day as the incident.
1.7 Smoking, alcohol and profanity are not allowed at City facilities or around
participants.
1.8 Provider is responsible for ensuring that the area it uses is safe and clean before and
after each program.
2. COMPENSA nON.
2.1 Contract Amount. In consideration of the satisfactory performance of the Services by
Provider, and the performance by Provider of all of its other duties and obligations as set forth in
this Agreement, Provider shall be entitled to reimbursement in an amount not to exceed $6,750
("Contract Amount") based on the fees set forth in Exhibit "A" attached hereto. The Contract
Amount shall be the sole amount reimbursed to Provider in connection with the rendition of the
Services and the performance of any and all of its other obligations hereunder and shall include any
out-of-pocket or other expenses, including travel expenses, incurred by Provider. Payment to the
Provider by the City is contingent upon reimbursement from the County in accordance with the
terms of the InterlocaI Agreement.
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2.2 Reimbursement Requests. Reimbursement Requests must be submitted by the tenth
(loth) of each month using the Reimbursement Request Form attached hereto as Exhibit "B", along
with a monthly report including participants' names, date of birth, school attended, GP A, class
days/times, registered participants and daily attendance sign-in and all supportin~ documentation,
to: Director of YVPP, Vickie Henderson, Carolyn Sims Center, 225 N.W. Ii Ave., Boynton
Beach, Florida 33435. Invoices shall be itemized in sufficient detail for prepayment audit thereof.
Provider shall supply any further documentation deemed necessary by the County or City including
detailed data for the purposes of evaluation of the Project. The City shall have the right to deny
reimbursement if proper documentation is not submitted.
2.3 Reimbursement. Upon submission of complete and proper Reimbursement Requests,
the City shall promptly submit the Reimbursement Request to Palm Beach County for payment.
Upon receipt of funds from Palm Beach County, the City shall issue payment to Provider.
2.4 No payment made under this Agreement shall be conclusive evidence of the
performance of this Agreement by Provider, either wholly or in part, and no payment shall be
construed to be an acceptance of or to relieve Provider of liability for the defective, faulty or
incomplete rendition of the Services.
3. TERM. The term of the engagement under this Agreement shall commence on the date
executed by the later of Provider and City (the "Effective Date") and shall continue until March 31,
2011, subject to renewal or termination as provided in this Agreement. This Agreement may be
renewed upon the sole discretion of the City subject to available funding and provided that the
Interlocal Agreement with Palm Beach County is renewed or extended.
4. REPRESENTAnONS, WARRANnES AND COVENANTS OF PROVIDER
4.1 Authority. Provider hereby represents and warrants to the City that it has full power
and authority to enter into this Agreement and fully perform its obligations hereunder without the
need for any further corporate or governmental consents or approvals, and that the persons
executing this Agreement are authorized to execute and deliver it.
4.2 Duly Licensed. Provider represents that it is duly licensed to perform the Services
under this Agreement and that it will continue to maintain all licenses and approvals required
conducting its business.
4.3 No Contingency. Provider warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for Provider, to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, company, corporation, individual,
or firm, other than a bona fide employee working solely for Provider, any fee, commission,
percentage, gift, or any other consideration contingent upon or resulting from the award or making
of this Agreement. In the event of a breach or violation of this provision by Provider, the City shall
have the right to terminate the Agreement without liability and, at its discretion, to deduct from the
contract fee, or otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
4.4 Provider represents that the execution of this Agreement will not violate the Public
Entity Crimes Act (Section 287.133, Florida Statutes).
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5. ST ANDARD OF CARE. The standard of care tor all Services pertormed or furnished by
Provider under this Agreement will be the care and skill ordinarily used by members of Provider':-,
profession practicing under similar circumstances or at the same time and in the same locality.
6. COMPLIANCE WITH LAWS. In the conduct of the Services under this Agreement,
Provider shall comply in all material respects with all applicable federal and state laws and
regulations and all applicable county and City ordinances and regulations.
7. INDEPENDENT CONTRACTOR. Provider acknowledges and agrees that it 1:-- an
independent contractor of the City and is not an employee of the City. Provider more specitically
acknowledges that: it will not be eligible to participate in any employee benefit maintained by the
City; will not be covered by the City's workers' compensation insurance; will be solely and
exclusively responsible for payment of all federal and state income, social security, unemployment
and disability taxes due in respect of all compensation and/or other consideration paid by the City to
Provider hereunder. Provider acknowledges that it shall have no authority to bind City to any
contractual or other obligation whatsoever. Provider shall be entitled to seek and accept other
engagements and/or employment during the term of this Agreement so long as such other
employment or engagements do not interfere with the performance of Provider's duties hereunder.
Provider shall be responsible to the City for all work or services performed by Provider or any
person or firm engaged as a sub-Provider or subcontractor to perform work in fulfillment of this
Agreement.
8. RIGHT TO AUDIT. Provider shall maintain adequate records for the Services performed
under this Agreement for three (3) years tollowing completion of the Services, or conclusion of any
litigation regarding this Agreement. The City shall have the right to audit Provider's books and
records, at the City's expense, upon prior notice, with regard to the Services provided to the City
hereunder. Failure by Provider to permit such audit shall be grounds for termination of this
Agreement by the City.
9. INSURANCE.
9.1 Provider shall purchase from and maintain. in a company or companies lawfully
authorized to do business in Florida, such insurance as will protect the City from claims set forth
below which may arise out of or result from performance under this Agreement by Provider, or by a
subcontractor of Provider, or by anyone directly or indirectly employed by Provider, or by anyone
for whose acts Provider may be liable.
9.2 The insurance required shall be written for not less than the following limits of
liability. Coverages shall be maintained without interruption from the Effective Date of this
Agreement until date of final payment and termination of any coverage required to be maintained
after final payment. Any liability coverage on claims made basis shall remain effective for five (5)
years after final payment.
(1) General Liability - coverage in the minimum amounts specified below. and
with a maximum deductible of$25,000 per occurrence.
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General Liability $500,000 per occurrence
$1,000,000 aggregate annually
Property Damage $500,000 per occurrence
$1,000,000 aggregate annually
(2) Automobile Liability $300,000 combined single limit per occurrence
(3) Worker's Compensation: Worker's Compensation and Employer's Liability
Insurance with limits as required by Chapter 440, Florida Statutes.
9.3 Certificates of Insurance shall be delivered to City prior to execution of this
Agreement. These Certificates shall contain a provision that coverages afforded under the policies
will not be canceled or allowed to expire until a minimum of 10 days prior notice of cancellation for
non-payment or 45 days' prior notice of cancellation otherwise. All certificates for general liability
coverages shall name the City as an Additional Insured. If any of the foregoing insurance coverages
are required to remain in force after final payment, an additional certificate evidencing continuation
of such coverage shall be submitted along with the application for final payment. The Provider
shall furnish one copy each of Certificates of Insurance for each copy of the Agreement which shall
specifically set forth evidence of all insurance coverage required by the Agreement. The Certificate
of Insurance shall be dated and show the name of the insured Provider, the specific Project or
Agreement by name and RFP or Procurement number, the name of the insurer, the number of the
policy, its effective date, and its termination date.
10. INDEMNITY. Provider agrees to indemnify, defend, save and hold harmless the City, its
officers, agents and employees, from any claim, demand, suit, loss, cost or expense for any damages
that may be asserted, claimed or recovered against or from City, its officials, agents, or employees
by reason of any damage to property or personal injury, including death and which damage, injury
or death arises out of or is incidental to or in any way connected with Provider's performance of the
Services or caused by or arising out of (a) any act, omission, default or negligence of Provider in the
provision of the Services under this Agreement; (b) property damage or personal injury, which
damage, injury or death arises out of or is incidental to or in any way connected with Provider's
execution of Services under this Agreement; or (c) the violation of federal, state, county or
municipal laws, ordinances or regulations by Provider. This indemnification includes, but is not
limited to, the performance of this Agreement by Provider or any act or omission of Provider, its
agents, servants, contractors, patrons, guests or invitees and includes any costs, attorneys' fees,
expenses and liabilities incurred in the defense of any such claims or the investigation thereof.
Provider agrees to pay all claims and losses and shall defend all suits, in the name of the City, its
employees, and officers, including but not limited to appellate proceedings, and shall pay all costs,
judgments and attorneys' fees which may issue thereon. City reserves the right to select its own
legal counsel to conduct any defense in any such proceeding and all costs and fees associated
therewith shall be the responsibility of Provider under this indemnification provision. To the extent
considered necessary by the City, any sums due Provider under this Agreement may be retained by
City until all of City's claims for indemnification have been resolved, and any amount withheld
shall not be subject to the payment of interest by City. This indemnification agreement is separate
and apart from, and in no way limited by, any insurance provided pursuant to this Agreement or
otherwise. The parties mutually acknowledge that the provisions of ~725.08, Fla. Stat., have been
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fulfilled and govern this provision. ThiS paragraph shall not be construed to require Provider to
indemnity the City for its own negligence, or intentional acts of the City. its agents or emplovees
This clause shall survive the expiration or termination of this Agreement.
11. TERMINAnON.
11.1 The City shall have the right to terminate this Agreement, in whole or in part, with or
without cause, and for its convenience, upon five (5) days written notice to Provider. In the event of
termination, and subject to reimbursement from the County, the City shall compensate the Provider
for all authorized work satisfactorily performed through the termination date under the payment
terms set forth herein.
11.2 Provider shall immediately deliver all documents, written information and other
materials concerning City projects in its possession to the City and shall cooperate in transition of
its consulting duties to appropriate parties at the direction of the City.
11.3 Upon termination, this Agreement shall have no further force or effect and the
parties shall be relieved of all further liability hereunder, except that the provisions of this Section
shall survive termination of this Agreement and remain in full force and effect.
12. NOTICE. All written notices. demands and other communications required or provided
for under this Agreement shall be sent by certified mail, return receipt requested, postage prepaid, in
the case of mailing, or by overnight or same day courier, or by electronic transmission producing a
written record, or hand delivered to Provider at the address on the first page of this Agreement.
attention: Wanda Akins or to the City, at the address on the first page of this Agreement, attention:
City Administrator, with a copy to the City Attorney, or to such other address or person as shall be
designated by a party in a written notice given in the manner required hereby.
13. T AXES. Provider understands that in performing the Services for the City, Provider is not
exempt from paying sales tax to Provider=s suppliers for materials required for Provider to perform
under this Agreement. Provider shall not be authorized to use the City=s tax exemption number for
purchasing supplies or materials.
14. A V AILABILITY OF FUNDS. This Agreement IS expressly conditioned upon the
availability of funds lawfully appropriated and available tor the purposes set out herein as
determined in the sole discretion of the City. In the event funds to finance this Agreement become
unavailable, the City may terminate this Agreement upon no less than twenty-four (24) hours notice
to Provider. The City shall be the sole and final authority as to the availability of funds.
15. NON-DISCRIMINA nON. Provider shall not discriminate against any employee or
applicant for employment or in the provision of Services because of race, color, religion, sex,
national origin, age, disability, familial status, marital status or sexual orientation, or any other
factor which cannot be lawfully used as a basis for service delivery.
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16. ASSIGNMENT. This Agreement requires the personal skills and experience of Provider and
may not be assigned by Provider. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their heirs, personal representatives, successors and permitted assigns.
17. FORCE MAJEURE. Any deadline provided for in this Agreement may be extended, as
provided herein, if the deadline is not met because of one of the following conditions occurring with
respect to that particular project or parcel: fire, strike, explosion, power blackout, earthquake,
volcanic action, flood, war, civil disturbances, terrorist acts, hurricanes and acts of God. When one
of the foregoing conditions interferes with contract performance, then the party affected may be
excused from performance on a day-for-day basis to the extent such party's obligations relate to the
performance so interfered with; provided, the party so affected shall use reasonable efforts to
remedy or remove such causes of non-performance. The party so affected shall not be entitled to
any additional compensation by reason of any day-for-day extension hereunder.
18. TRUTH-IN-NEGOTIA nON. Execution of this Agreement by Provider shall be deemed
certification that the compensation and hourly rates and other expenses or costs to be compensated
under this Agreement are accurate, complete and current and the time of contracting. The fees and
expenses payable under this Agreement shall be adjusted to exclude any significant sums should the
City determine that the fees and costs were increased due to inaccurate, incomplete or non-current
wage rates or due to inaccurate representations of fees paid to outside Providers. The City shall
exercise its rights under this provision within one (1) year following final payment.
19. NO CONFLICTS.
19.1 Provider represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with its performance under this
Agreement. The Provider further represents that no person having any interest shall be employed or
engaged by it for said Services.
19.2 Provider, its officers, personnel, subsidiaries and subcontractors shall not have or
hold any continuing or frequently recurring employment, contractual relationship business
association or other circumstance, which may influence or appear to influence Provider's exercise
of judgment or quality of the Services being provided under this Agreement. Provider, its officers,
personnel, subsidiaries and subcontractors shall not perform services for any third party that would
in any way be in conflict with the Services to be provided to the City under this Agreement.
19.3 Provider shall promptly notify the City in writing by certified mail of all potential
conflicts of interest or any event described in this Section. Said notification shall identity the
prospective business interest or circumstance and the nature of work that Provider intends to
undertake and shall request the opinion of the City as to whether such association, interest or
circumstance would, in the opinion of the City, constitute a conflict of interest if entered into by the
Provider. The City agrees to notify the Provider by certified mail of its opinion within thirty (30)
calendar days of receipt of the said notification and request for opinion. If, in the opinion of the
City, the prospective business association, interest or circumstance would not constitute a conflict of
interest by the Provider, the City shall so state in its opinion and the Provider may, at its option,
enter into said association, interest or circumstance and it shall be deemed not in conflict of interest
with respect to services provided to the City by Provider under this Agreement.
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19.4 In the event Provider is permitted to utilize subcontractors to perform any servIces
required by this Agreement. Provider agrees to prohibit such subcontractors. bv written contract.
from having any conflicts as within the meaning of this section.
20. PUBLIC ENnTY CRIMES ACT. Provider represents that the execution of this Agreement
will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), and certifies that
Provider and its subcontractors under this Agreement have not been placed on the convicted vendor
list maintained by the State of Florida Department of Management Services within 36 months from
the date of submitting a proposal for this Agreement or entering into this Agreement. Violation of
this section may result in termination of this Agreement and recovery of all monies paid hereto, and
may result in debarment from City's competitive procurement activities.
21. LOBBYING CERTIFICATION. Provider certities to the best of its knowledge and belief
that no funds or other resources received from the State in connection with this Agreement will be
used directly or indirectly to influence legislation or any other official action by the Florida
Legislature or any state agency.
22. SMALL BUSINESS REQUIREMENTS. Provider shall comply with the City's Small
Business Ordinance set forth in Chapter 66 of the Code of Ordinances of the City of West Palm
Beach, which is incorporated herein by this reference. Provider shall comply with the small
business commitment contained in Consultant's Proposal. Provider shall maintain all relevant
records and information necessary to document compliance with the Small Business Ordinance and
shall allow the City to inspect and audit such records.
23. GOVERNING LAW. This Agreement shall be construed and interpreted, and the rights of
the parties hereto determined, in accordance with Florida law. The City and Provider submit to the
jurisdiction of Florida courts and federal courts located in Florida. The parties agree that proper
venue for any suit concerning this Agreement shall be Palm Beach County, Florida, or the Federal
Southern District of Florida. PROVIDER agrees to waive all defenses to any suit filed in Florida
based upon improper venue or .thrum nonconveniens. To ENCOURAGE PROMPT AND EQUITABLE
RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY HTRY 11\
ANY LITIGATION RELATED TO THIS AGREEMENT.
24. SEVERABILITY. In the event that any sentence. section, paragraph or portion of this
Agreement shall be held by a court to be invalid for any reason, such invalidity shall not affect the
remaining portions of this Agreement and the same shall remain in full force and effect.
25. WAIVER. Any waiver by either party hereto of anyone or more of the covenants,
conditions, or provisions of this Agreement, shall not be construed to be a waiver of any subsequent
or other breach of the same or any covenant, condition or provision of this Agreement.
26. HEADINGS. The headings contained in this Agreement are provided tor convenience only
and shall not be considered in construing, interpreting or enforcing this Agreement.
27. ENnRE AGREEMENT. This Agreement and exhibits hereto embody the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof and supersede all
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prior and contemporaneous agreements and understandings, oral or written, relating to said subject
matter. This Agreement may only be modified by written amendment executed by the City and
Provider.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the
day and year last executed below.
ATTEST: CITYOF~
B~m.~ By:
City Manager
ity Clerk Date: Fe.;bru.At"y ~ ,2011
PROVIDER:
WITNESSES: RMI Rainbow Marketing Ine (Annette Gray)
By:
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Print Name ~'it e
Titl:?re-SA c1tQve'\ / CE D
I
Date: /- 2/- ,2011
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Exhibit A.
RMI Rainbow Marketing Inc (Annette Gray)
Program Narrative: Participants will learn hands on approaches to operating a real world
commercial enterprise; which will give them an opportunity to apply the lessons learned in a
classroom and develop the skills and self-confidence.
Performance Measures: The program wi II educate students on the importance of obtaining their
personal assets and defining a plan of action for their future.
During the 12 week course the following topics will be discussed:
Week I My future and me (The girls guide to kicking their career into gear).
Week 2 Habits of highly successful Leaders
Week 3 Professional Etiquette
Week 4 1,2,3, of Starting a Business
Week 5 Group Assignment (Job Descriptions)
Week 6 Resume Writing
Week 7 Business Structure (Permit Applications)
Week 8 Business/Li fe Plan
Week 9 Business/Life Plans
Week 10 Business/Life Plans
Week II Presentation/Busi ness Design
Week 12 Final Presentations
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