R08-034
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RESOLUTION NO. R08- OSt.I
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING THE CITY MANAGER AND CITY
CLERK TO EXECUTE AN AGREEMENT WITH CGI
COMMUNICA TIONS, INC., TO PRODUCE A
PROMOTIONAL VIDEO FOR THE CITY'S WEBSITE
AT NOT CHARGE; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, CGI Communications, Inc., of Rochester, New York, has teamed up
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with the u.s. Conference of Mayors to offer cities the opportunity to develop a website
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welcome message/promotional video at no charge to the City; and
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WHEREAS, the cost of the video is underwritten by sponsor advertisers that CGI
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will be solely responsible for soliciting; and
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WHEREAS, the City Commission of the City of Boynton Beach upon
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recommendation of staff, deems it to be in the best interest of the citizens of the City of
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Boynton Beach to authorize execution of an Agreement between the City of Boynton Beach
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and CGI Communications, Inc., at no cost to the City.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
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THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
25 being true and correct and are hereby made a specific part of this Resolution upon adoption
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Section 2.
The City Commission of the City of Boynton Beach, Florida does
28 hereby authorize and direct the City Manager and City Clerk to execute an Agreement
29 between the City of Boynton Beach and CGI Communications, Inc., to produce a
S:\CA\RESO\Agreements\CGI video.doc
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promotional video for the City's website at no cost to the City, a copy of which is attached
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hereto as Exhibit "A", and incorporated herein by reference.
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Section 3.
That this Resolution shall take effect immediately upon passage.
PASSED AND ADOPTED this ~ day of March, 2008.
ATTEST:
S:\CA\RESO\Agreements\CGI video.doc
,,~
AGREEMENT
R08-03Lf
THIS AGREEMENT, dated the ~O day of M AA.CH ,2008, is by and
between CITY OF BOYNTON BEACH, a municipal corporation, organized and operating pursuant to
the laws of the State of Florida, with a business address of 100 East Boynton Beach Boulevard, Boynton
Beach, Florida 33435, hereinafter referred to as "CITY", and CGI COMMUNICATIONS, INC., with
an address of 130 E. Main Street, 8th Floor, Rochester, New York 14604, hereinafter referred to as
"CONTRACTOR." CITY and ARTIST may hereinafter collectively be referred to as the "Parties."
WITNESSETH:
In consideration of the mutual terms and conditions, promises, covenants and payments
hereinafter set forth, CITY and CONTRACTOR agree as follows:
WHEREAS, CONTRACTOR has teamed with the U.S. Conference of Mayors to offer cities
the opportunity to develop a website welcome message and promotional video at no charge to the
CITY; and
WHEREAS, CONTRACTOR possesses specific skills, talent, expertise, experience and
knowledge to provide the CITY with the services relating to the creation of a welcome message and
promotional video for the CITY's website; and
WHEREAS, CITY desires to commission the CONTRACTOR to obtain a website welcome
message and promotional video from CONTRACTOR; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
herein contained and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is agreed herein between the Parties hereto as follows:
ARTICLE 1
1.1. RECITALS: Each "whereas" clause set forth above IS true and correct and herein
incorporated by this reference.
ARTICLE 2
SERVICES AND RESPONSIBILITIES
2.1. CONTRACTOR hereby agrees to create a website welcome message and promotional video
for the CITY at no charge to the CITY and as further discussed in the Exhibit "A" attached hereto.
2.2. CONTRACTOR shall furnish all services and labor necessary and as may be required in the
performance of this Agreement.
2.3. CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon
these representations when entering into this Agreement with CONTRACTOR, that CONTRACTOR
has the professional expertise, talent, experience and manpower to perform the services to be provided
by CONTRACTOR pursuant to the terms of this Agreement.
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2.4. CONTRACTOR certifies, to its knowledge, that all work performed pursuant to this
agreement, is an original creation and does not infringe upon or violate any copyrights or other rights
of any person, firm or organization.
2.5. CONTRACTOR acknowledges that all costs associated with the performance of this
Agreement will be assumed by sponsor advertisers and the CONTRACTOR is solely responsible for
soliciting such advertisers.
2.6. CONTRACTOR agrees not to solicit businesses as advertisers with which the CITY or the City
of Boynton Beach Community Redevelopment Agency has a relationship, existing or potential.
ARTICLE 3
SCOPE OF SERVICES
CONTRACTOR shall perform the following services in accordance with this Agreement with CITY as
follows:
3.1. All work performed under this Agreement shall be done in a professional manner.
3.2 CONTRACTOR shall perform and provide services as set forth in Exhibit "A", attached hereto.
ARTICLE 4
TERM AND TERMINATION
4.1. This Agreement shall be for a period of three (3) years commencing on the date the Agreement
is executed by the City. The parties may renew the Agreement for two (2) additional two-year terms
through the execution of a written Amendment to the Agreement signed by both parties.
4.2. This Agreement may be terminated by CITY for cause or convenience, upon thirty (30) days
written notice by CITY to CONTRACTOR. Should the CONTRACTOR abandon this Agreement or
cause it to be terminated, CONTRACTOR shall indemnify CITY against any loss pertaining to this
termination.
4.3. All documents and plans belonging to CITY will be furnished to CITY upon completion and/or
termination of the Agreement, whichever occurs first.
4.4. CITY's rights to exhibit, publish, broadcast, advertise and otherwise use the website
message/promotional video shall survive the termination of this Agreement.
ARTICLE 5
COMPENSATION
5.1. CONTRACTOR agrees to donate its labor, work, knowledge, expertise and time in the creation
for performance of all services under this Agreement. CONTRACTOR agrees to waive all
compensation and costs for the performance of services under this Agreement.
5.2. The CITY shall not be responsible for any compensation and/or payments to the
CONTRACTOR.
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5.3. CONTRACTOR agrees that the CITY will not be responsible for any adverse financial
implications to the CONTRACTOR, including those pursuant to the provisions of the Internal Revenue
Code, which may be incurred by the CONTRACTOR as a result of the donation described in Section
5.1 above or created by the completion of this Agreement.
ARTICLE 6
CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK
CITY or CONTRACTOR may request changes that would increase, decrease or otherwise modify the
Scope of Services to be provided under this Agreement. Such changes or additional services must be
in accordance with the provisions of the CITY's Code of Ordinances and must be contained in a
written amendment, executed by the Parties hereto, with the same formality and with equal dignity
herewith prior to any deviation from the term or scope of this Agreement, including the initiation of
any additional or extra work. In no event will CONTRACTOR be compensated for any work which
has not been described in a separate written agreement executed by the Parties hereto.
ARTICLE 7
MISCELLANEOUS
7.1. Insurance. Professional liability insurance shall be maintained during the life of this contract to
comply with statutory limits for all employees, and in the case any work is sublet, the CONTRACTOR
shall require the sub-Contractors similarly to provided.
A. CONTRACTOR shall secure and maintain in force, throughout the duration of this contract,
professional liability insurance with a minimum coverage of $1,000,000. (all professional
contract services).
B. Said general liability policy shall name the City of Boynton Beach as an additional insured and
shall include a provision prohibiting cancellation of said policy except upon thirty (30) days
prior written notice to the City.
C. CONTRACTOR shall furnish the City with a certificate of insurance after award has been
made prior to the start of any work for the City. Said insurance companies must be authorized
to do business in the State of Florida and the City will not accept any company that has a rating
less than B+ in accordance with A.M. Best's Key Rating Guide, latest edition.
D. Reference Insurance Advisory Form for additional types of insurance and limits required. The
City reserves the right to require additional types of insurance, or to raise or lower the stated
limits, based upon identified risk.
If CONTRACTOR claims to be exempt from this requirement, CONTRACTOR shall provide CITY
proof of such exemption along with a written request for CITY to exempt CONTRACTOR, written on
CONTRACTOR's letterhead.
7.2. Independent Contractor. This Agreement does not create an employee/employer
relationship between the Parties. It is the intent of the Parties that the CONTRACTOR is an
independent contractor under this Agreement and not the CITY's employee for any purposes,
including but not limited to, the application of the Fair Labor Standards Act minimum wage and
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overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's
Compensation Act, and the State Unemployment Insurance law. The CONTRACTOR shall retain sole
and absolute discretion in the judgment of the manner and means of carrying out CONTRACTOR's
activities and responsibilities hereunder provided, further that administrative procedures applicable to
services rendered under this Agreement shall be those of CONTRACTOR, which policies of
CONTRACTOR shall not conflict with CITY, State, or United States policies, rules or regulations
relating to the use of CONTRACTOR's funds provided for herein. The CONTRACTOR agrees that it
is a separate and independent enterprise from the CITY, that it had full opportunity to find other
business, that it has made its own investment in its business, and that it will utilize a high level of skill
necessary to perform the work. This Agreement shall not be construed as creating any joint
employment relationship between the CONTRACTOR and the CITY and the CITY will not be liable
for any obligation incurred by CONTRACTOR, including but not limited to unpaid minimum wages
and/or overtime premiums.
7.3. Assignments.
7.3.1. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise
encumbered, under any circumstances, by CONTRACTOR without the prior written consent of CITY.
However, this Agreement shall run to the CITY and its successors and assigns.
7.3.2. It is further agreed that no modification, amendment or alteration in the terms or
conditions contained herein shall be effective unless contained in a written document executed with the
same formality and of equal dignity herewith.
7.4. Notice. Whenever any party desires to give notice unto any other party, it must be given
by written notice, sent by registered United States mail, with return receipt requested, addressed to the
party for whom it is intended and the remaining party, at the places last specified, and that places for
giving of notice shall remain such until they shall have been changed by written notice in compliance
with the provisions of this section. For the present, the CONTRACTOR and the CITY designate the
following as the respective places for giving of notice:
CITY:
Kurt Bressner, City Manager
City of Boynton Beach
100 East Boynton Beach Boulevard
Boynton Beach, Florida 33435
Telephone No. (561) 742-6010
Facsimile No. (561) 742-6011
Copy To:
James A. Cherof, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Telephone No. (954) 771-4500
Facsimile No. (954) 771-4923
CONTRACTOR:
CGI Communications, Inc.
130 East Main Street, 8th Floor
Rochester, NY 14604
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Telephone No. (800) 398-3029
7.5. Binding Authority. Each person signing this Agreement on behalf of either party
individually warrants that he or she has the full legal power to execute this Agreement on behalf of the
party for whom he or she is signing, and to bind and obligate such party with respect to all provisions
contained in this Agreement.
7.6. Headings. Headings herein are for convenience of reference only and shall not be
considered on any interpretation of this Agreement.
7.7. Severability. If any provision of this Agreement or application thereof to any person or
situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the
application of such provisions to persons or situations other than those to which it shall have been held
invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and
be enforced to the fullest extent permitted by law.
7.8. Governing Law. This Agreement shall be governed by the laws of the State of Florida
with venue lying in Palm Beach County, Florida.
7.9. Attorney's Fees. In the event that either party brings suit for enforcement of this
Agreement, each party shall bear its own attorney's fees and costs.
7.1 O. Extent of Agreement. This Agreement represents the entire and integrated agreement
between the CITY and the CONTRACTOR and supersedes all prior negotiations, representations or
agreements, either written or oral.
7.11. Equal Employment Opportunity. In the performance of this Agreement, the
CONTRACTOR shall not discriminate against any firm, employee or applicant for employment or any
other firm or individual in providing services because of sex, age, race, color, religion, ancestry or
national origin.
7.12. Waiver. Any failure by CONTRACTOR to require strict compliance with any provision
of this contract shall not be construed as a waiver of such provision, and CONTRACTOR may
subsequently require strict compliance at any time, notwithstanding any prior failure to do so.
7.13. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the same instrument.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
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I~ WITNESS OF THE FOREGOING, the Parties have set their hands and seals the day and year
first written above.
ATTEST: YNTON BEACH FLORIDA
Y:
CGI COMMUNICATIONS. INC.
WITNESSES: A/J /.
BY: L./' f L~ /Z,,~/p
P:intName: ;.'!i Ca/~:1 (2,1- ~
TItle: fY1 c-,-Ju. -h:J- m? 0--
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STATEOF~ '- :
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COUNTY OF ~~~
ly authorized by law to administer oath~kn~edgments,
as f(\rl r~~M1 ~1A../G-:j>~
who is ersonall kno to me or who has produced. as
identifica lOn, and acknowledged executing the foregoing Agreement as the proper official of
Sr ~ \ for the use and purposes mentioned therein and that the instrument is the act and deed
o .
IN WITNESS OF TH.~~GOING, I ave set my hand and official seal at in the State
and County aforesaid on this _ _ day of, , 2008.
~~tli,-~~~
(Signature of Notary Public - Sta lJ.l6fida) t0~
SHANDRAIOEFFER ~h t1~
NotIryPublc,St-.ofNIWYort . ~ .
~~~CoII1Ir (Print, Type or Stamp 'Commission Name of Notary Public)
"..,.""'.......,. c:~ 'IIlft ., "t'1 d-
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