R09-057
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1 RESOLUTION NO. R 09- 05 7
2
3 A RESOLUTION OF THE CITY COMMISSION OF
4 THE CITY OF BOYNTON BEACH, FLORIDA,
5 APPROVING AND AUTHORIZING THE
6 EXECUTION OF A CONSULTANT AGREEMENT
7 (RFP #021-1210-09/CJD) BETWEEN THE CITY OF
8 BOYNTON BEACH AND THE WATERS PELTON
9 ORGANIZATION, INC., OF WEST PALM BEACH,
10 FLORIDA FOR THE FORMATION OF A 501(C)3
11 NOT FOR PROFIT ORGANIZA TION AND
12 RELATED SERVICES IN THE AMOUNT OF
13 $72,250.00; AUTHORIZING THE CITY MANAGER
14 AND CITY CLERK TO ENTER INTO THE
15 CONTRACT; AND PROVIDING AN EFFECTIVE
16 DATE.
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18 WHEREAS, the City of Boynton Beach issued a Request for Proposals (RFP
19 #021-121O-09/CJD) for "The Formation of a 501(c)3 Not-For-Profit Organization and
20 Related Services"; and
21 WHEREAS, on January 21, 2009. Procurement Services opened and tabulated
22 four (4) responses to the RFP. All proposals were reviewed and it was determined that
23 The Waters Pelton Organization, Inc., of West Palm Beach, Florida was the most
24 responsive responsible bidder who met all criteria; and
25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
26 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
2l Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
28 as being true and correct and are hereby made a specific part of this Resolution upon
29 adoption.
30 Section 2. The City Commission of the City of Boynton Beach, Florida.
31 hereby approves the award of Consultant Agreement pursuant to RFP #021-121 0-09/CJD
S:\CA\RESO\Agreements\Bid Awards\Award of RFP - Waters Pelton (501c3).doc
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1 to The Water Pelton Organization, Inc., for the formation of a 501(c)3 not-for-profit
2 organization and related services in the amount of $72,250.00.
3 Section 3. The City Commission authorizes the City Manager and City Clerk to
4 execute the above-referenced Consultant Agreement with The Water Pelton Organization,
5 Inc., a copy of which is attached hereto as Exhibit "A".
6 Section 4. That this Resolution shall become effective immediately.
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7 PASSED AND ADOPTED THIS l_ day of April, 2009.
8 CITY OF BOYNTON BEACH, FLORIDA
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18 Commissioner - Ronald we:~
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21 c. COnl7&:ner - Woodrow,L HaY
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23 ATTEST:
_~_n____ .L. ~~_..~
24 Commissioner .. Marlene Ross
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S:\CA\RESO\Agreements\Bid Awards\Award of RFP - Waters Pelton (501 c3).doc
EXHIBIT nAil
ROQ-057
CONSULTANT AGREEMENT FOR
"THE FORMATION OF A SOle3 NOT FOR PROFIT ORGANIZATION
AND RELATED SERVICES"
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and The Waters Pelton Oreanization. Inc., hereinafter referred to as "the
Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. PROJECT DESIGNATION. The Consultant is retained by the City to perform
CONSUL T ANT services in connection with the project designated.
2. SCOPE OF SERVICES. Consultant agrees to perform the services, identified on Exhibit
"A" attached hereto and incorporated herein by reference, including the provision of all labor,
materials, equipment and supplies. No modifications will be made to the original scope of
work without the written approval of the City Manager or his designee.
3. TIME FOR PERFORMANCE. Work under this agreement shall commence upon the giving
of written notice by the City to the Consultant to proceed. Consultant shall perform all
services and provide all work product required pursuant to this agreement 12 months from
the date written notice is given to proceed, unless an extension of such time is granted in
writing by the City.
4. TERM: This Agreement shall be for a term as stated in the proposal (See Exhibit "A")
commencing on the date the Agreement is executed by the City.
5. PAYMENT. The Consultant shall be paid by the Provider/City for completed work and for
services rendered under this agreement as follows:
a. The total contract price, as referred to herein, shall be the total amount of payment to
consultant for services provided under this agreement for the entire term ofthe Agreement
b. Payment for the work provided by Consultant shall be made promptly on all invoices
submitted to the City properly, provided that the total amount of payment to Consultant shall
not exceed the total contract price without express written modification of the Agreement
signed by the City Manager or his designee.
c. The Consultant may submit invoices to the City once per month during the progress of the
work for partial payment for project completed to date. Such invoices will be reviewed by
the City, and upon approval thereof, payment will be made to the Consultant in the amount
approved.
d. Final payment of any balance due the Consultant of the total contract price earned will be
made promptly upon its ascertainment and verification by the City after the completion of the
work under this Agreement and its acceptance by the City.
e. Payment as provided in this section by the City shall be full compensation for work
performed, services rendered and for all materials, supplies, equipment and incidentals
necessary to complete the work.
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f. The Consultant's records and accounts pertaining to this agreement are to be kept available
for inspection by representatives of the City and State for a period of three (3) years after the
termination of the Agreement. Copies shall be made available upon request.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Consultant in connection with the services rendered under
this Agreement shall be the property of the City whether the project for which they are made
is executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Consultant's endeavors.
7. COMPLIANCE WITH LAWS. Consultant shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state and local laws,
ordinances and regulations that are applicable to the services to be rendered under this
agreement.
8. INDEMNIFICATION. Consultant shall indemnify, defend and hold harmless the City, its
offices, agents and employees, from and against any and all claims, losses or liability, or any
portion thereof, including attorneys fees and costs, arising from injury or death to persons,
including injuries, sickness, disease or death to Consultant's own employees, or damage to
property occasioned by a negligent act, omission or failure of the Consultant.
9. INSURANCE. The Consultant shall secure and maintain in force throughout the duration of
this contract comprehensive general liability insurance with a minimum coverage of
$1,000,000 per occurrence and $1,000,000 aggregate for personal injury; and $1,000,000 per
occurrence/aggregate for property damage, and professional liability insurance in the amount
of $ 1,000,000 per occurrence to 2 million aggregate with defense costs in addition to limits.
Said general liability policy shall name the City of Boynton Beach as an additional named
insured and shall include a provision prohibiting cancellation of said policy except upon
thirty (30) days prior written notice to the City. Certificates of coverage as required by this
section shall be delivered to the City within fifteen (15) days of execution of this agreement.
10. INDEPENDENT CONTRACTOR. The Consultant and the City agree that the Consultant is
an independent contractor with respect to the services provided pursuant to this agreement.
Nothing in this agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither Consultant nor any employee of Consultant
shall be entitled to any benefits accorded City employees by virtue of the services provided
under this agreement. The City shall not be responsible for withholding or othelWise
deducting federal income tax or social security or for contributing to the state industrial
insurance program, otherwise assuming the duties of an employer with respect to Consultant,
or any employee of Consultant.
11. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he has not
employed or retained any company or person, other than a bonafide employee working solely
for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay
any company or person, other than a bonafide employee working solely for the Consultant,
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any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent
upon or resulting from the award or making of this contract.
For breach or violation of this warranty, the City shall have the right to annul this contract
without liability or, in its discretion to deduct from the contract price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift,
or contingent fee.
12. DISCRIMINATION PROHIBITED. The Consultant, with regard to the work performed
by it under this agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, sex or the presence of any physical or sensory handicap in the selection
and retention of employees or procurement of materials or supplies.
13. ASSIGNMENT. The Consultant shall not sublet or assign any of the services covered by
this Agreement without the express written consent of the City.
14. NON-WANER. Waiver by the City of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other provision.
15. TERMINATION.
a. The City reserves the right to terminate this Agreement at any time by giving ten
(10) days written notice to the Consultant.
boom the event of the death of a member, partner or officer of the Consultant, or any of its
supervisory personnel assigned to the project, the surviving members of the Consultant
hereby agree to complete the work under the terms of this Agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this Agreement between
surviving members of the Consultant and the City, if the City so chooses.
16. DISPUTES. Any disputes that arise between the parties with respect to the performance
of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court
of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed
under Florida Law.
17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
City of Boynton Beach
Debbie Majors, Grant Coordinator
100 E. Boynton Beach Blvd.
P.O. Box 310 Boynton Beach, FL 33425-0310
Notices to Consultant shall be sent to the following address:
The Waters Pelton Organization, Inc.
477 S. Rosemary Ave. Suite 315
West Palm Beach, FL 33401
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18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. This
agreement may be amended only by written instrument signed by both City and Consultant.
DATED this ~ day of ~J'L ,20~.
CITY OF BOYNTON BEACH
~ 0 ORGANIZATION, INC.
City Manager Consultant
Attest/Authenticated: -c CEO
Title
(Corporate Seal)
Approved as to F Attest! Authenticated:
/'
l~v~
Secretary
Rev. 1/22/91
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18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. This
agreement may be amended only by written instrument signed by both City and Consultant.
DATED this ~ day of tJf1u 'J- ,20Q2.
CITY OF BOYNTON BEACH
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City Manager Consultant
Attest/Authenticated: -t CEO
Title
(Corporate Seal)
Approved as to F Attest/Authenticated:
~v~
ey Secretary
Rev. 1/22/91
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EXHIBIT "A"
Scope of Services
Attached
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City of Bovnton Beach. Florida Proposal for Formation of Not For Profit Corporation
WPO's Approach To the RFP Obiectives and Related Tasks
WPO's success lies in its team approach to every project it undertakes.
Knowing that two heads truly are better than one, WPO has secured a team of
seasoned professionals, each with his or her unique talents, education,
interests, experience and perspective. WPO also strives to create a workplace
environment that respects the uniqueness of each project and honors the teams
of volunteers that we work with to ensure that the resulting organizations,
projects and communities are made stronger and more successful than before.
Regarding this project, WPO was instrumental in developing the recommended
tasks outlined in the RFP after completing the aforementioned Fund Raising
Study. These tasks were based upon our evaluation of the findings in the study
and our experience and knowledge of the components necessary for
successfully launching a new organization to serve the community.
We are prepared to implement these recommendations in the following manner:
Task 1. Fullv define and articulate the organization's purpose, the
community's unmet needs that the Foundation aims to meet, and its future
goals and obiectives to meet those needs: and develop the materials necessary
to communicate this information to key constituencies.
This is the most critical step, as the findings of the Feasibility Study clearly
indicate that future success will depend greatly on the Foundation's leadership
structure as well as the strength of a future campaign organization. A greatly
broadened cross section of community leaders will be necessary to provide
access to the entire community of those who might consider support of this
project. Specific attention should be given to cultivation and recruitment of
individuals who could potentially provide or access the top or lead gifts. This
cultivation and recruitment process should begin immediately as this will take
time to accomplish.
. Project leader and WPO principal Charlotte Pelton will work with City staff to
develop a volunteer committee of interested parties. This committee will be
tasked with fully discussing 1) the findings of the previously mentioned
feasibility study, 2) unmet community needs, and 3) how those needs might
be met through the formation of this new community-based entity. This
work will help better define organization's purpose (mission), and will allow
members their focus as the committee also works to identify potential board
members who might be interested in joining the effort as leaders of the new
organization.
The Waters Pelton Organization, Inc. 8
Fund Raising. Planning. Marketing Communications
Citv of Boynton Beach, Florida Proposal for Formation of Not For Profit Corporation
. WPO's Marketing Communications head Melanie Ote ro will use the
information gleaned from these meetings as well as information from the
City regarding the project to develop key communications components,
including but not limited to: organizational brand (name/logo/stationery
package/website splash page), a preliminary brochure or PowerPoint
presentation, and Frequently Asked Questions. These materials will be
developed as needed, and all creative and printing costs associated with the
development of these materials will be pre-approved by City staff, committee
or board, as appropriate.
These materials should proactively address questions involving the relationship
between the Foundation and the City of Boynton Beach so that potential donors
and volunteers have clarity on these issues prior to any additional movement
toward a fund raising effort.
Task 2. Develop a strong board of directors, reaching out to those within
and outside of Boynton Beach at the hiohest leadership levels. in preparation
for a future campaign: and initiate a comprehensive program to identify and
evaluate future campaion leadership prospects.
. Pelton will also work with the volunteer committee, utilizing the information
previously identified in the study and leading this committee through
additional brainstorming sessions, in order to fully flesh out a list of
potential foundation board members and future campaign leadership team
members.
. In concert with the rest of the WPO team and the volunteer committee,
Pelton will develop a strategic program of leadership identification, contact
and cultivation, using each member's knowledge and relationships to the
best extent possible. Volunteer training will be Included within this program
to ensure that all volunteers are prepared for their respective roles.
. WPO's Grant Services Department, managed by Carrie Williams, will utilize
the list of brainstormed names to conduct donor and foundation related
research to provide the committee has the best information readily available
before any contacts are made with potential board members. This research
is provided through WealthEngine@ (wealthengine.com) and the Foundation
Center Online@ as a part of this scope of work, and the cost for these
services is included in the monthly consulting fee.
The Waters Pelton Organization, Inc. 9
Fund Raising. Planning. Marketing Communications
City of Boynton Beach. Florida Proposal for Formation of Not For Profit Corporation
Task 3. Assist the not-for-profit's board of directors in developing a
leadership awareness strategy and action plan to educate and cultivate business
and community leaders and philanthropists about the purpose of the
organization, and to also educate them regarding the proposed plans for the
park proiect and its impact on those it will serve. Within this strateClY should be
a tarCleted public relations plan to enhance the orClanization's profile in the
community.
The primary concentration of this effort should begin as an integral part the
campaign preparation program. The plan should involve communication of
needs of the community and how the new non-profit's efforts will meet those
needs, and should be targeted to specific groups of key constituencies (top
corporate leadership, foundations, prominent individuals and other volunteers).
This program will serve to enlarge the potential volunteer base required for the
campaign, as well as develop additional contacts for prospective funding
opportunities, and should include individuals and organizations from outside
the Boynton Beach area that would have an interest in the project because of
the target populations it aims to serve.
. As outlined in Task 2 above, Pelton and her team will work with the
committee (and board members as they are identified and recruited) to also
expand the list to include businesses, community leaders and
philanthropists who might have an interest in the project because of its
purpose and potential impact it will have on families whose members have
disabilities.
. Otero will develop a targeted PR plan to raise visibility of the newly formed
organization, its volunteer leaders, and the proposed project components in
need of funding.
Task 4. Adopt the $11 million goal outlined in the Case for Support only as
an internal overall working Cloal and seek input from potential donors as to the
elements most appealinCl to them in order to consider a phased approach to a
future campaign.
This phased approach should be actively discussed during this pre-campaign
period when the initial identification of campaign participants and the
cultivation of lead and upper level gifts take place. Once proper leadership and
donor education has been completed and appropriate campaign leadership has
been identified, the Board should then determine how and when to move
The Waters Pelton Organization, Inc. 10
Fund Raising. Planning. Marketing Communications
City of Boynton Beach. Florida Proposal for Formation of Not For Profit Corporation
forward with the formal campaign. This process should include consideration
of phasing or other alternative approaches to funding the elements of the plan.
. WPO's team will work closely with City staff to develop budget and
programmatic information for each component of the project, along with key
user statistics and potential program partnerships. This information will be
important to use in speaking with potential volunteer leaders and donors
(including foundations and corporations) in order to help the Board prioritize
the components most appealing for the first campaign phase. It will also be
vital to the development of any foundation grants as well.
Task 5. Provide a timeline and schedule for this effort.
MONTHS 1-4
. Form ad hoc committee and fully define/refine the organization's purpose
first articulated in the draft Articles of Incorporation and Bylaws in preparation
for filing for incorporation.
. Identify unmet community needs that the Foundation aims to meet and
develop future goals and objectives to meet those needs.
. Identify specific concerns and develop strategies to address those concerns
identified during the course of the study related to the "broad focus" of the
Foundation.
. Develop preliminary marketing materials necessary to communicate this
information to key constituencies.
. Develop a strategy for recruiting a strong board of directors.
. File for incorporation of foundation once the initial board is in place.
MONTHS 5-7
. Develop a leadership awareness strategy and action plan to educate and
cultivate business and community leaders and philanthropists about the
purpose of the Foundation, and to educate them regarding the proposed plans
for the park project and its impact on those it will serve.
. Develop a targeted public relations plan to enhance the organization's
profile in the community.
. Initiate a comprehensive program to identify and evaluate future campaign
leadership prospects.
The Waters Pelton Organization, Inc. 11
Fund Raising. Planning. Marketing Communications
City of Boynton Beach. Florida Proposal for Formation of Not For Profit Corporation
. Initiate a program to cultivate individuals who could potentially provide or
access the top or lead gifts and seek input as to the elements most appealing to
them in order to consider a phased approach to a future campaign.
. Identify dedication/memorial gift opportunities based upon plans and input
from potential donors.
MONTHS 8-12
. Develop and implement a prospect identification/donor cultivation program
targeting donors capable of gifts of $10,000 and above.
. Research and assemble prospective donor database and determine which
prospective donors have the capacity for making gifts of $100,000 or more.
. Evaluate progress to date against objectives outlined in this proposal and
make a determination as to how and when to move forward with the formal
campaign, considering phasing or other alternative approaches to funding
the elements of the plan.
Task 6. Provide consultant cost proposal to accomplish the above tasks
including budget estimate for marketing materials (printing. brochures, etc.)
PROFESSIONAL FEES
WPO proposes to staff this organizational development phase for a period of
twelve (12) months at a cost of Four Thousand Five Hundred Twenty Dollars
and Eighty Three Cents ($4,520.83) per month.
This is comprised of the following estimates of consulting services to
accomplish the objectives as outlined in the RFP:
Charlotte Pelton 200 hours total $40,000
Carrie Williams 50 hours total $ 6,750
Melanie Otero 50 hours total $ 7,500
REIMBURSABLE EXPENSES
The City of Boynton Beach will also be responsible for reimbursing WPO for all
actual and reasonable out-of-pocket expenses for travel, meals, postage,
photocopying, long distance telephone and facsimile charges, preparation of
specialized materials and any other expenses directly related to this
The Waters Pelton Organization, Inc. 12
Fund Raising. Planning. Marketing Communications
City of Bovnton Beach, Florida Proposal for Formation of Not For Profit Corporation
assignment. As noted above, these expenses are estimated not to exceed $250
per month for a total of $3,000.
Marketing materials will be developed during the course of this project and are
budgeted at $1 5,000. WPO will provide written estimates in advance for pre-
approval of all expenses related to the creation and production of printed and
other communications materials.
TOTAL BUDGET
The total budget is estimated to be $72,250. This includes $4,520.83 per
month for consulting services ($54,250 total as outlined above), $250 per
month for out of pocket expenses ($3,000 total), and $15,000 (total) for
marketing materials development, including printed materials and basic web
development.
The Waters Pelton Organization, Inc. 13
Fund Raising. Planning. Marketing Communications
City of Boynton Beach. Florida Proposal for Formation of Not For Profit Corporation
Reporting and Accountability
In conducting this work for the City of Boynton Beach, we will provide a system
of reporting and accountability that will ensure the following:
. Thorough and accurate monthly reports on the progress against work plan
and timeline.
. Timely reporting will include City staff and ad hoc committee members until
the Board of Directors is formed. At that time Board Members will also be
included.
. Marketing materials are developed that will satisfy the demands of the top
level community leaders that we aim to recruit as organizational and future
campaign volunteers.
References
C. David Goodlett, Chairman
Glades Healthcare Foundation
West Palm Beach, FL
(561) 83 3 -6 3 3 3
Adrianne Weissman, 2009 Race Chair
Susan G. Komen for the Cure
West Palm Beach, FL
(561) 841-0041
Gaetana (Tana) Ebbole, CEO
Children's Services Council
West Palm Beach, FL
(561) 655-1010
The Waters Pelton Organization, Inc. 14
Fund Raising. Planning. Marketing Communications
. City of Boynton Beach. Florida Proposal for Formation of Not For Profit Corporation
Lawsuits
The Waters Pelton Organization, Inc. has not been named as a party in any
lawsuits in the past four (4) years.
RFP Authorization
This proposal for services is in response to RFP # 021-121 0-09jCJD as evidenced
by the signature hereto:
THE WATERS PELTON ORGANIZATION, INC.
-----~~~~---- _____~~~_ii_~~___
Charlotte Pelton Date
President
The Waters Pelton Organization, Inc. 15
Fund Raising. Planning. Marketing Communications
The City of Boynton Beach
City Clerk's Office
100 E BOYNTON BEACH BLVD
BOYNTON BEACH FL 33435
(561) 742-6060
FAX: (561) 742-6090
e-mail: prainitoj@cLboynton-beach.fl.us
www.boynton-beach.org
MEMORANDUM
TO: Carol Doppler
Purchasing Agent
FROM: Janet M. Prainito
City Clerk
DATE: April 16, 2009
SUBJECT: R09-0S7 The Formation of a SOlc3 Not for Profit Organization
and Related Services
Attached for your handling is the partially executed agreement mentioned above and a
copy of the Resolution. Once the document has been fully executed, please return the
original document to the City Clerk's Office for Central File.
Thank you.
~Yn.P~
Attachments (2)
C: Central File
S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\2009\Carol Doppler R09-0S? .doc
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