2013-05 Grant Preparation & Management Services Agreement i
RESOLUTION 2013-05
• A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING AN AGREEMENT WITH •
RMPK FUNDING, INC.FOR GRANT PREPARATION AND MANAGEMENT
SERVICES AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE THE AGREEMENT; PROVIDING FOR CONFLICTS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Village Administration recommended entering into an Agreement with RMPK
Funding, Inc. to provide'grant preparation and grant management services; and
WHEREAS,based on the limited number of firms with the requisite expertise and the prior grant
preparation and management services provided by RMPK Funding, Inc. to the Village, the
Village Council wishes to waive the purchasing requirements applicable to the procurement of
such services; and
WHEREAS, the Village Council determines that the execution of an Agreement with RMPK
Funding, Inc. is in the best interests of the residents and citizens of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:,
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council of the Village of North Palm Beach, Florida, hereby
approves an Agreement with RMPK Funding, Inc., a copy of which is attached hereto and
incorporated herein, and authorizes the Mayor and Village Clerk to execute the Agreement on
behalf of the Village. The total cost of the services provided shall not exceed $15,000.00, with.
funds expended from Account No. A8028-33190 (Recreation—Professional Services).
Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 4. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 14th DAY OF FEBRUARY, 2013. '
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AGREEMENT
This Agreement is made as of the ZL�day of I --e b z v v_rza , 2013, by
and between the Village of North Palm Beach, Florida, a Florida munia p� al corporation
( "VILLAGE ") and RMPK Funding, Inc., a Florida corporation ( "CONSULTANT "), whose
FEIN is 20- 609342.
WHEREAS, the VILLAGE desires to retain CONSULTANT to perform grant
preparation and management services and CONSULTANT agrees to perform such
services in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the receipt and sufficiency of which are hereby acknowledged by both parties, the
VILLAGE and CONSULTANT agree as follows:
SECTION 1: CONSULTANT'S SERVICES.
The VILLAGE hereby engages CONSULTANT to provide, and CONSULTANT agrees
to provide, grant preparation and project- specific grant management services in
accordance with the Scope of Services for each as set forth in Composite Exhibit "A"
attached hereto and incorporated herein.
SECTION 2: TERM OF SERVICES AND COMPENSATION.
A. This Agreement shall be for a term of one (1) year commencing on the date the
VILLAGE executes the Agreement, unless earlier terminated in accordance with
Section 5 below. The term of this Agreement may be extended upon written
agreement of the parties.
B. As compensation for the services performed pursuant to Section 1, the VILLAGE
shall pay to CONSULTANT quarterly payments in the amount of Three Thousand
Seven Hundred and Fifty Dollars ($3,750.00). The first quarterly payment shall
be due within ten (10) days after execution of this Agreement. Additional
payments shall be remitted to CONSULTANT on or before May 15, 2013, August
15, 2013 and November 15, 2013. No additional compensation shall be paid to
CONSULTANT.
SECTION 3: METHOD OF PAYMENT.
A. Except for the first quarterly payment, CONSULTANT shall invoice the VILLAGE
at least thirty (30) days prior to the payment date for each quarterly payment to
be paid by the VILLAGE to CONSULTANT.
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B. In order for both parties herein to close their books and records, CONSULTANT
will clearly state "final invoice" on CONSULTANT's final billing to the VILLAGE.
This certifies that all services have been properly performed and all charges have
been invoiced to the VILLAGE. Since this account will thereupon be closed, any
and other further charges if not properly included in this final invoice are waived
by CONSULTANT.
SECTION 4: INDEMNIFICATION.
A. CONSULTANT shall indemnify and hold the VILLAGE, its officials, officers,
agents and employees, harmless from and against any and all liabilities,
damages, losses, and costs, of whatever kind, including but not limited to,
reasonable attorney's fees (at the trial and appellate levels), to the extent caused
by the intentional, negligent, reckless or otherwise wrongful conduct of
CONSULTANT or other persons employed or utilized by CONSULTANT in the
performance of services under this Agreement.
B. If, consistent with the foregoing indemnification, CONSULTANT is responsible for
indemnifying the VILLAGE for a liability, damage, loss and /or cost to the
VILLAGE, any sums due CONSULTANT under this Agreement may be offset,
reduced or withheld by the VILLAGE until that claim for indemnification by the
VILLAGE has been resolved or settled, and any amount offset, reduced or
withheld by the VILLAGE under this Section shall not be subject to payment of
interest by the VILLAGE.
C. Nothing contained in this Agreement shall be construed as waiving the
VILLAGE's sovereign immunity beyond the limited waiver as provided in Section
768.28, Florida Statutes, or creating a cause of action in favor of any third party.
SECTION 5: TERMINATION.
A. This Agreement may be terminated by CONSULTANT upon thirty (30) days' prior
written notice to the VILLAGE in the event of substantial failure by the VILLAGE
to perform in accordance with the terms of this Agreement through no fault of
CONSULTANT.
B. This Agreement may be terminated by the VILLAGE with or without cause upon
thirty (30) days' written notice to CONSULTANT. In addition, the VILLAGE may
terminate this Agreement immediately if funds are not available to compensate
CONSULTANT for the next quarterly payment or CONSULTANT is in breach of
this Agreement. Unless CONSULTANT is in breach of this Agreement, the
VILLAGE shall pay CONSULTANT for services rendered to the VILLAGE's
satisfaction through the date of termination.
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SECTION 6: INSURANCE.
A. Prior to execution of this Agreement by the VILLAGE, CONSULTANT shall
provide certificates evidencing insurance coverage as required hereunder. All
insurance policies shall be issued by companies authorized to do business under
the laws of the State of Florida.
B. CONSULTANT shall maintain, during the life of this Agreement, commercial
general liability, including contractual liability insurance in the amount of
$500,000 per occurrence to protect CONSULTANT from claims for damages for
bodily and personal injury, including wrongful death, as well as from claims of
property damages which may arise from any operations under this Agreement.
C CONSULTANT shall maintain, during the life of this Agreement, comprehensive
automobile liability insurance in the minimum amount of $500,000 combined
single limit for bodily injury and property damages liability to protect
CONSULTANT from claims for damages for bodily and personal injury, including
death, as well as from claims for property damage, which may arise from the
ownership, use, or maintenance of owned and non -owned automobiles, including
rented automobiles.
D. CONSULTANT shall maintain, during the life of this Agreement, professional
liability insurance in the minimum amount of $1,000,000 combined single limit.
E. CONSULTANT shall carry Workers' Compensation Insurance and Employer's
Liability Insurance for all employees as required by Florida Statutes.
F. All insurance, other than Worker's Compensation, Automobile and Professional
Liability Insurance, to be maintained by CONSULTANT shall specifically include
the VILLAGE as an "Additional Insured ".
SECTION 7: GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Florida. Any and all legal
action necessary to enforce the Agreement will be held in Palm Beach County.
SECTION 8: INDEPENDENT CONTRACTOR RELATIONSHIP.
CONSULTANT is, and shall be, in the performance of all Services under this
Agreement, an independent contractor, and shall not, for any purpose, be considered
an employee, agent, or servant of the VILLAGE. All persons engaged in any of the
Services performed pursuant to this Agreement shall at all times, and in all places, be
subject to CONSULTANT's sole direction, supervision, and control.
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SECTION 9: ENFORCEMENT COSTS.
If any legal action or other proceeding is brought for the enforcement of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in connection
with any provisions of this Agreement, the successful or prevailing party or parties shall
be entitled to recover reasonable attorney's fees, court costs and all expenses
(including taxes) even if not taxable as court awarded costs (including, without
limitation, all such fees, costs and expenses incident to appeals), incurred in that action
or proceeding, in addition to any other relief to which such party or parties may be
entitled.
SECTION 10: SEVERABILITY.
If any term or provision of this Agreement, or the application thereof to any person or
circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Agreement, or the application of such terms or provision, to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected,
and every other term and provision of this Agreement shall be deemed valid and
enforceable to the extent permitted by law.
SECTION 11: NOTICE.
All notices required in this Agreement shall be sent by certified mail, return receipt
requested, and if sent to the VILLAGE shall be mailed to:
VILLAGE OF NORTH PALM BEACH
Attn: Ed Green, Village Manager
501 U.S. Highway One
North Palm Beach, FL 33408
and if sent to CONSULTANT shall be mailed to:
RMPK FUNDING, INC.
Attn: Ryan A. Ruskay, President
1016 Clemons Street, Suite 406
Jupiter, FL 33477
SECTION 12: ENTIRETY OF CONTRACTUAL AGREEMENT.
The VILLAGE and CONSULTANT agree that this Agreement sets forth the entire
agreement between the parties, and that there are no promises or understandings
other than those stated herein. None of the provisions, terms and conditions contained
in this Agreement may be added to, modified, superseded or otherwise altered, except
by written instrument executed by the parties hereto.
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SECTION 13: WAIVER.
Failure of a party to enforce or exercise any of its right(s) under this Agreement shall not
be deemed a waiver of that parties' right to enforce or exercise said right(s) at any time
thereafter.
SECTION 14: SURVIVABILITY. Any provision of this Agreement which is of a
continuing nature or imposes an obligation which extends beyond the term of this
Agreement shall survive its expiration or earlier termination.
SECTION 15: INSPECTOR GENERAL. CONSULTANT is aware that the Inspector
General of Palm Beach County has the authority to investigate and audit matters
relating to the negotiation and performance of this Agreement, and in furtherance
thereof, may demand and obtain records and testimony from CONSULTANT.
CONSULTANT understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of CONSULTANT to fully cooperate with the
Inspector General when requested may be deemed by the VILLAGE to be a material
breach of the Agreement justifying termination.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement for Grant Management Services as of the day and year first above written.
RM K FUN 1 G, IN
BY:
VILL
lar
ATT
/ RYAN A/. RU>5KAY, President
BY: Z_Z�
MELISSA TEAL, VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY: :� 1/
VILLAGE ATTORNEY
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