R10-081
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1 RESOLUTION NO. RI0-0Sl I
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3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY
4 OF BOYNTON BEACH, FLORIDA, APPROVING AND
5 AUTHORIZING THE CITY MANAGER TO EXECUTE AN
6 AGREEMENT WITH CHARLOTTE PELTON AND
7 ASSOCIATES, INC. FOR CAPITAL CAMPAIGN SERVICES FOR
8 CONGRESS A VENUE BARRIER FREE PARK PROJECT, IN THE
9 AMOUNT OF $55,500.00 PLUS REIMBURSABLE EXPENSES
10 NOT TO EXCEED $12,500.00; AND PROVIDING AN EFFECTIVE
11 DATE.
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14 WHERAS, In July 2009, The Waters Pelton Organization (now Charlotte Pelton and
15 Associates, Inc.) was tasked with the formation of a Not for Profit entity to serve the
16 community of Boynton Beach, Florida; and
17 WHEREAS, services of a resourceful and effective team are required to manage the
18 activities that will allow the Greater Boynton Beach Foundation, Inc. (GBBF) to establish
19 itself and realize its goal of helping fund the first phase of the Congress A venue Barrier Free
20 Park. This approach will ensure a successful campaign and enable the organization to
21 continue to move forward in a sustainable direction; and
22 WHEREAS, Charlotte Pelton and Associates, Inc. (CP&A) has submitted this scope
23 of work that would allow its team to continue to work in concert with the GBBF Board of
Directors to develop the organization and direct a capital campaign organization to secure
the required funding; and
2 WHEREAS, upon recommendation of staff, the City Commission has determined
2 that it is in the best interests of the residents of the City to enter into a Consultant Agreement
2 with Charlotte Pelton and Associates, Inc., for capital campaign services for the Greater
2 Boynton Beach Foundation, Inc.
3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
S:\CA\RESOlAgreements\Reso - 501 (c)3 Consultant - Charlotte Pelton.doc
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1i THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
2 Section I. The foregoing "Whereas" clauses are hereby ratified and confirmed as
3 being true and correct and are hereby made a specific part of this Resolution upon adoption
4 hereof.
5 Section 2. The City Commission hereby approves and authorizes the City
6 Manager to execute a Consultant Agreement between the City of Boynton Beach and
7 Charlotte Pelton and Associates, Inc. for Capital Campaign Services for Congress Avenue
8 Barrier Free Park Project in the amount of $55,500.00 plus reimbursable expenses not to
9 exceed $12,500.00, a copy of the Agreement is attached hereto as "Exhibit A."
10 Section 3. This Resolution shall become effective immediately upon passage.
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12 PASSED AND ADOPTED this ~ day of June, 20 I O.
13 CITY 0 BOYNTONBEAGH~OroBA
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2 ATTEST:
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ents\Reso - 501(c)3 Consultant - Charlotte Pelton.doc
R1O-08\
CONSULTANT AGREEMENT FOR
"THE FORMATION OF A 50le3 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 Charlotte Pelton and Associates. 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 twelve (12) months commencing with the first
day Consultant commences performance of work.
5. PAYMENT. The Consultant shall be paid $55,500.00 in twelve (12) equal monthly
installments 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 of the 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. INDEMNIFICA TION. 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 otherwise
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-WAIVER. 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.
b. In 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:
Charlotte Pelton and Associates, Inc.
2396 South Shore Drive
Palm Beach Gardens, FL 33410
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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 dO day of
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CITY OF BOYNTON BEACH
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City Manager
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Consultant
Attest! Authenticated:
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Title
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Approved as to Form:
Attest! Authenticated:
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Secretary
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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@bbfl.us
www.boynton-beach.org
MEMORANDUM
TO: Debbie Majors
Grant Coordinator
FROM: Janet M. Prainito, MMC
City Clerk
DATE: June 16, 2010
SUBJECT: Rl0-08l Consultant Agreement for The Formation of a SOlc3 Not
for Profit Organization and Related Services
Attached for your handling is the original agreement mentioned above and a copy of
the Resolution. Once the document has been executed, please return the original to
the City Clerk's Office for further processing.
Please contact me if there are any questions. Thank you.
~ 'tn.~
Attachments
(Agreement & Resolution)
C: Central File
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S:\CC\ WP\AFTER COMMISSION\Departmental Transmittals\20 10\Debbie Majors R I 0-08 I .doc
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