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2007-026 Grant Management Services AgreementRESOLUTION 2007-26 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A GRANT MANAGEMENT SERVICES AGREEMENT WITH RMPK FUNDING, INC. AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME; ANll PKOVIll1NG FOR AN EFF>/C'TIVE DA'I'I/. WHEREAS, the Village contacted various grant management firms to obtain quotes for grant management services; and WHEREAS, RMPK Funding, Inc. ("RMPK") submitted the sole quote for grant management services and, based on RMPK's prior experience with the Village, the Village wishes to enter into an agreement for the provision of professional grant management services. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: Section 1_ The Village Council hereby approves the Agreement for Grant ;,,~, Management Services with RMPK Funding, lnc., a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference, and authorizes the Mayor and Village Clerk to execute the Agreement on behalf of the Village. Section 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 8th DAY OF (Village Seal) ATTEST: ~~~0~~~~ VILLAGE CLERK AGREEMENT FOR GRANT MANAGEMENT SERVICES `" This Agreement is made as of the ~ day of ,~Z-C , 2007, by and between the Village of North Palm Beach, Palm Beac County, Florida, a Florida municipal corporation ("Village") and RMPK Funding, Inc., a Florida corporation ("Consultant"), whose Federal I.D. is 20-609342. RECITALS WHEREAS, the VILLAGE contacted various grant management firms and individuals to obtain a quote for the provision of professional grant management services to the VILLAGE; and WHEREAS, CONSULTANT provided a quote to the VILLAGE based on CONSULTANT's prior experience in obtaining grants for the VILLAGE; and WHEREAS, all other grant management firms and individuals contacted by the VILLAGE did not provide a quote to the VILLAGE because of a lack of prior experience with the VILLAGE in obtaining its grants; and WHEREAS, the VILLAGE and CONSULTANT desire to enter into this Agreement for the provision of professional grant management services to the VILLAGE. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1: CONSULTANT'S SERVICES. The VILLAGE hereby engages CONSULTANT to provide, and CONSULTANT agrees to perform, professional grant management services to the VILLAGE for all grants obtained by the CONSULTANT for the VILLAGE, including, but not limited to, those grants obtained by CONSULTANT prior to the term of this Agreement and any additional grants obtained by CONSULTANT during the term of this Agreement. These services shall include, but not be limited to, the preparation of commencement and closing documents, status reports and other related activities. SECTION 2: TERM OF SERVICES AND COMPENSATION. a. This Agreement shall be for one (1) year from the date of execution by the VILLAGE unless earlier terminated in accordance with the terms and conditions of this Agreement. This Agreement may be extended for a longer ,~, period of time upon written agreement executed by the parties prior to the end Page 1 of 6 of the initial one (1) year term. Otherwise, this Agreement will be terminated at the end of the initial (1) year term. b. The VILLAGE shall pay to CONSULTANT quarterly payments in the amount of Two Thousand Four Hundred Dollars ($2,400) for its services. The first quarterly payment shall be due within ten (10) days after execution of this Agreement. Additional payments shall be remitted to CONSULTANT on April 30, 2007; July 30, 2007 and October 30, 2007; unless this Agreement is terminated on or before the date each quarterly payment is to be paid. No other 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. 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 harmless the VILLAGE, and its officers and employees, from liabilities, damages, losses, and costs, including but not limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT and other persons employed or utilized by CONSULTANT in the performance of services under this Agreement. b. if, consistent with the foregoing indemnification, the 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 a waiver of sovereign immunity beyond the limited waiver as provided in Section °`-' 768.28, Florida Statutes. Page 2 of 6 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 CONSULTANT shall be paid for services rendered to the VILLAGE's satisfaction through the date of termination. 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. The parties to this Agreement shall carry Workers' Compensation Insurance and Employer's Liability Insurance for al! employees as required by Florida Statutes. Page 3 of 6 e. 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 CONSULTANT RELATIONSHIP. CONSULTANT is, and shall be, in the performance of all Services under this Agreement, an Independent CONSULTANT, and not 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. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the Services. 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 alf 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: Page 4 of 6 VILLAGE OF NORTH PALM BEACH Attn: Mark Hodgkins, Parks and Recreation Director '- 501 US Highway 1 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 AGREEMENTUAL 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. 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. [Remainder of this page intentionally blank] Page 5 of 6 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. PK Fundi g, Inc. BY: ~'~~ AN Y, President VILLAGE OF NORTH PALM BEACH BY: S, MAYOR ATTEST: BY: .~~~li~G~ MELISSA TEAL, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY VILLAGE ATTORNEY Page 6 of 6