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R15-162 1 RESOLUTION NO. R15 -162 2 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 5 AWARDING THE RFP FOR "CONSULTANTS FOR ECONOMIC 6 DEVELOPMENT COMMUNITY ANALYSIS" AND AUTHORIZE THE 7 CITY MANAGER TO SIGN A PROFESSIONAL AGREEMENT WITH 8 STRATEGIC PLANNING GROUP, INC., OF PONTE VEDRA, FL; AND 9 PROVIDING AN EFFECTIVE DATE. 10 11 12 WHEREAS, on August 5, 2015 Procurement Services opened six proposals in response 13 to the solicitation for RFP for "Consultants for Economic Development Community Analysis "; 14 i and 15 WHEREAS, the City is seeking a consultant to provide a strategy for addressing the 16 economic development needs of the entire City to assure continued and enhanced economic 17 health, tax base expansion, quality job creation and support for municipal services; and 18 WHEREAS, the Evaluation Committee consisting of the City Manager, Finance 19 Director and former Development Director reviewed and scored the six proposals ranking 20 Strategic Planning Group, Inc., number one; and 21 WHEREAS, the City Commission of the City of Boynton Beach, Florida deems it to be 22 in the best interests of the citizens and residents of the City of Boynton to enter into a 23 Professional Agreement with Strategic Planning Group, Inc., to provide a strategy for 24 addressing the economic development needs of the entire City to assure continued and 25 enhanced economic health, tax base expansion, quality job creation and support for municipal 26 services. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 28 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: C:\ Users\ Prainitoj \Appdata\Local\Microsoft\Windows \Temporary Internet Files \Content.1E 5 \D5LHXTO8 \Strategic_Planning_ Group _Professional_Agreement_ - _Reno. Doc 29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 30 being true and correct and are hereby made a specific part of this Resolution upon adoption 31 hereof 32 Section 2. The City Commission hereby approves a Professional Agreement with 33 Strategic Planning Group, Inc., to provide a strategy for addressing the economic development 34 needs of the entire City to assure continued and enhanced economic health, tax base expansion, 35 quality job creation and support for municipal services and authorizes the City Manager to sign 36 the Professional Agreement, a copy of which is attached hereto as Exhibit "A. 37 { Section 3. This Resolution shall become effective immediately upon passage. 38 39 PASSED AND ADOPTED this 15 day of December, 2015. 40 CITY OF BOYNTON BEACH, FLORIDA 41' 42 YES NO 43 44 Mayor — Jerry Taylor 45! 46 Vice Mayor — Joe Casello ✓ 47 48 ; Commissioner — David T. Merker F 49 50 ' Commissioner — Mack McCray ✓ 51 52 Commissioner — Michael M. Fitzpatrick 53 54 55 VOTE - D 56 57 ATTEST: 58 59 60 -01111. GL vr� 61 J. , et M. Prainito, MMC 62 city Clerk 63 64 (Corporate Seal) C:\ Users\ Prainito j\Appdata\Local\Microsoft \Windows \Temporary Internet Files \Content.IE5\D5LHXTO8\ Strategic _Planning_Group_Professional _Agreement_ - _Reso.Doc 15 —i6cl_- PROFESSIONAL AGREEMENT FOR ECONOMIC DEVELOPMENT COMMUNITY ANALYSIS THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "CITY ", and , hereinafter referred to as "CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, THE CITY issued a Request for Proposal "from Consultants for Economic Development Community Analysis ", WHEREAS, RFP No. defined Scope of Services as the need for a qualified economic development consultant firm to prepare a city -wide "Economic Development Strategic Plan" for a period of year one to year five, and addressing community growth and development to provide for a transformation toward a lasting change for the better; WHEREAS, the CITY determined that CONSULTANT was qualified for to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, at its meeting of , 2015 by Resolution No. , the CITY Commission authorized the City Manager to execute this Contract, hereinafter referred to as "Contract No. 060 - 2410- 15/TWH "; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES CONSULTANT agrees to perform Consultant Services for conducting an in- depth, economic development community assessment of the City of Boynton Beach and providing deliverables as outlined in the Request for Proposal during the term of this Agreement, including the provision of all labor, materials, equipment and supplies. The CITY's Project Manager during the performance of this Contract shall be telephone (561) 742 - ARTICLE 2 - TERM The CONSULTANT shall be available to commence services on until project completion issued by the CITY. This Contract may be renewed for two additional one year terms, subject to Consultant acceptance, satisfactory performance and determination that renewal will be in the best interests of the City. 11DRAFT ARTICLE 3 - TIME OF PERFORMANCE Work under this Contract shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed purchase order. CONSULTANT shall perform all services and provide all work product required pursuant to this Agreement and the specific task order, unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as follows: a. The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be checked by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved. b. 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. c. Payment as provided in this section shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. ARTICLE 5 - 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. ARTICLE 6 - FUNDING This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. In submitting its response to the RFP, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the 21 designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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. ARTICLE 9 - 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 attorney 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. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this Agreement or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this Contract, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this Contract, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 10.1.2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this Contract, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. CONSULTANT shall maintain 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. The general liability 31 insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this Contract, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of $300,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non -owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability (Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this Contract in the minimum amount of $1,000,000 per occurrence. 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub- contractors comply with the same insurance requirements referenced above. pY q 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the Contract upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only ARTICLE 11 - INDEPENDENT CONTRACTOR 11.1 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 41 industrial insurance program, otherwise assuming the duties of an employer with respect to CONSULTANT, or any employee of CONSULTANT. 11.2 CONSULTANT acknowledges and understands that, as an independent contractor pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records). CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement 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. ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13.1 Execution of this Agreement by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13.2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants. The CITY shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - 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. ARTICLE 15 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. ARTICLE 16 - NON - WAIVER 5 I A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 17 — TERMINATION 17.1 Termination for Convenience: This Agreement may be terminated by either party for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the Agreement or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination. 17.2 Termination for Default: In addition to all other remedies available to the CITY, this Agreement shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure. ARTICLE 18 - DISPUTES Any dispute arising out of the terms or conditions of this Agreement shall be adjudicated within the courts of Florida. Further, this Agreement shall be construed under Florida Law. ARTICLE 19 — UNCONTROLLABLE FORCES 19.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non- performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non - performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 19.2 Neither party shall, however, be excused from performance if non - performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party 6 1 D R A F T describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 20 - NOTICES Notices to the CITY of Boynton Beach shall be sent to the following address: City of Boynton Beach Attn: Lori LaVerriere, City Mgr. 100 E. Boynton Beach Blvd Boynton Beach, FL 33425 Notices to CONSULTANT shall be sent to the following address: ARTICLE 21 - INTEGRATED AGREEMENT This Agreement, together with the RFP and any addenda and /or attachments, 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. ARTICLE 22 - SOVEREIGN IMMUNITY 22.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities p y and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. 22.2 In connection with any litigation or other proceeding arising out of the Agreement, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 7IDRAFT 1. Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this Agreement. 2. The parties agree that any action arising out of this Agreement shall take place in Palm Beach County, Y, Florida. ARTICLE 23 - PUBLIC RECORDS The City of Boynton Beach is a public agency subject to Chapter 119, Florida Statutes. The contractor shall comply with Florida's Public Records Law. Effective July 1, 2013, Section 119.071, Fla. Stat., the contractor shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 2. Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 3. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records and transfer to the City, no cost, all q 9 p Y, , public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology of the agency. Failure of the contractor to comply with the provisions set forth in this General Condition shall constitute a Default and Breach of the Agreement with the City. IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiple copies, each of which shall be considered an original on the following dates: DATED this day of , 2015. CITY OF BOYNTON BEACH Lori, LaVerriere, City Manager Consultant 8 1CDRAFT Attest /Authenticated: Title (Corporate Seal) City Clerk Approved as to Form: Attest /Authenticated: Office of the City Attorney Secretary 9 I D R A F T