R24-210 1 RESOLUTION NO. R24-210
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING TEMPLATE FACILITY USE AGREEMENT
5 FORMS BETWEEN THE CITY OF BOYNTON BEACH AND ENTITIES
6 DESIRING TO USE CITY SPACES IN THE ARTS & CULTURAL CENTER,
7 THE CAROLYN SIMS COMMUNITY CENTER, THE EZELL HESTER
8 COMMUNITY CENTER, BOYNTON BEACH TENNIS AND PICKLEBALL
9 CENTER, BOYNTON BEACH SENIOR CENTER, THE JOHN H. DENSON
10 POOL, AND OTHER CITY OWNED FACILITIES FOR MEETINGS,
11 PROGRAMS AND/OR EVENTS ON AN AS-NEEDED BASIS; AND FOR
12 ALL OTHER PURPOSES.
13
14 WHEREAS, the City desires to provide entities (including not-for-profits) with an
15 opportunity to use facility spaces for meetings, conduct programs and/or events; and
16 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
17 best interests of the city's citizens and residents to approve Facility Use Agreement forms between
18 the City of Boynton Beach and entities desiring to use City spaces in the Arts & Cultural Center,
19 the Carolyn Sims Community Center, the Ezell Hester Community Center, Boynton Beach Tennis
20 and Pickleball Center, Boynton Beach Senior Center, the John H. Denson Pool, and other City
21 Owned Facilities for meetings, programs and/or events on an as-needed basis.
22
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
24 BEACH, FLORIDA, THAT:
25 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
26 being true and correct and are hereby made a specific part of this Resolution upon adoption.
27 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
28 approve Facility Use Agreement forms between the City of Boynton Beach and entities desiring
29 to use City spaces in the Arts & Cultural Center, the Carolyn Sims Community Center, the Ezell
30 Hester Community Center, Boynton Beach Tennis and Pickleball Center, Boynton Beach Senior
31 Center, the John H. Denson Pool and other City Owned Facilities for meetings, programs and/or
32 events on an as-needed basis, in form and substance similar to that attached as "Exhibit A" and
33 "Exhibit B."
34 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
35 authorizes the Mayor to execute the Agreements and such other related documents as may be
36 necessary to accomplish the purpose of this Resolution, or, in the Mayor's absence, the Vice
37 Mayor, or in the Vice Mayor's absence, a Commissioner in the Order of their districts.
38 SECTION 4. This Resolution shall take effect in accordance with law.
39
40 PASSED AND ADOPTED this 0✓ day of3q)--1-CrY)IX4' 2024.
41 CITY OF BOYNTON BEACH, FLORIDA
42 YES NO
43 Mayor–Ty Penserga
44
45 Vice Mayor–Aimee Kelley
46
47 Commissioner–Angela Cruz
48 17
49 Commissioner–Woodrow L. Hay
50
51 Commissioner–Thomas Turkin
52
53 VOTE c-19
54 ATTES :
55
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57 Maylee i- J:°us, MPA, M► C Ty Pen a l zt
58 City Clerk —gpYNrO`� Mayo
59 F /1/\A\
60
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• SEAL _
A PROVED AS TO FORM:
61 (Corporate Seal) :INCORPORATED
62 '% :, 1920 : Aem d
63 I •
64 ` FCORIDP Shawna G. Lamb
65 City Attorney
EXHIBIT
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ARTS&CULTURE DEPARTMENT
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FACILITY USE AGREEMENT BETWEEN (Entity Name Here)
AND THE CITY OF BOYNTON BEACH
This Agreement made and entered into this day of , 202 by and
between , a , with a business address of
(hereinafter referred to as Organization) and CITY OF BOYNTON BEACH, a
Florida municipal corporation, organized and existing under the laws of the State of Florida, with a
business address of 100 East Ocean Avenue, Boynton Beach, FL 33435, (hereinafter referred to as City).
The City and Organization may be referred to collectively as the Parties or individually as a Party.
WITNESSETH:
WHEREAS,the City owns and operates the Boynton Beach Arts and Cultural Center located at
125 E. Ocean Avenue, Boynton Beach, Florida 33435 (the City Facility")and
WHEREAS, the Organization desires to utilize the City Facility for (the
"Programing"); and
WHEREAS, the City desires to work with the Organization in the interest of establishing rich
cultural experiences, such as concerts and programming for the entire Boynton Beach Community;
WHEREAS, the City agrees to make City facilities located at the Boynton Beach Arts & Cultural
Center available for use by the Organization to conduct their program activities in accordance with the
terms and conditions set forth herein; and
WHEREAS, the Organization agrees to host the City programming herein required for the benefit
of the City and its Community.
NOW, THEREFORE, in consideration of the covenants herein contained and other good and
valuable considerations,the parties agree as follows:
1. Recitals.The foregoing recitals are true and correct and are hereby incorporated into this Agreement.
2. Purpose.The City's desire to support the Organization is consistent with the vision and mission of the
City's Strategic Plan as approved by the City Commission, to wit:
2.1 Vision.Our vision is to be a welcoming and progressive coastal community that celebrates culture,
innovation, and business development.
2.2 Mission.The City is a vibrant and sustainable community that provides exceptional services.
3. Facility Usage Dates and Times. The City agrees to provide space at the City Facility to the
Organization on an as-available basis for the Programming at the dates and time outlined in "Exhibit
A." Notwithstanding the foregoing;the City reserves the right to change the dates or locations of the
Programming, as may be necessary to accommodate any City-sponsored events or activities. The
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Organization shall adhere to the City's Holiday Calendar, which involves the closure of City Facilities,
and shall not schedule any Programming during these dates.
4. Right to Cancel Reservation(sl. The City shall make best efforts to secure the City Facility for use by
the Organization at the dates and times described in Exhibit A; however,the City reserves the right to
cancel any reservation by providing written notice of cancellation to the Organization a minimum of
fourteen (14) calendar days prior to the scheduled event, or upon an emergency where City locations
must be closed or otherwise unavailable.
5. Organization Obligations. The Organization acknowledges and agrees to be responsible for its
activities and all Programming, which may include program registration, operation, communication
to participants, program administration, and the printing of materials, etc.
5.1 Notwithstanding the foregoing, Programming that will take place at a City facility or location
other than the Arts & Cultural Center shall be subject to the approval of the Arts & Culture
Division Director or designee, and such programming shall be provided in accordance with the
rules and policies of the designated City facility or location, such rules and policies shall be
considered as part of this Agreement and incorporated herein by this reference.The City agrees
to make the Organization aware of any such rules and policies as may be applicable.
5.2. Programming, excludes any activities scheduled or occurring prior to the execution of this
Agreement.
5.3 All Programming pursuant to this Agreement shall be at the City's discretion and mutually
agreed upon by the Parties as set forth in "Exhibit B", attached hereto. The Organization shall
use the City Facility only to provide the Programming described in "Exhibit B."
5.4 Compensation. The Organization agrees to pay the City for the use of the City Facility in
accordance with the terms and conditions contained herein, an amount equal
throughout the Term of this Agreement.
5.5 The Organization shall comply with all applicable State, County, and/or City Emergency Executive
Orders and Policies for the duration of the Agreement, including implementing the Centers for
Disease Control and Prevention Guidelines.The Organization shall provide the City with a copy of
its safety plan and COVID-19 Policy upon request.
5.6 The Organization shall provide adult instructors, volunteers, and program staff necessary to
deliver the Programming.
5.7 Annually, the Organization shall provide the City with proof of its not-for-profit status, if
applicable.
5.8 The Organization shall provide a list of program representative names, positions, and contact
information in the format attached hereto as "Exhibit C" and shall update the City with any
changes as they occur.
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5.9 The Organization shall not discriminate against any person or participant on the basis of race,
color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual
orientation, pregnancy, or gender identity and expression in the performance of this Agreement
when using the City Facility.
5.10 The Organization shall provide level II background screenings for all program representatives,
including employees and volunteers, before allowing them to work onsite to conduct the
Programming as further described in "Exhibit D."
5.11 The Organization shall schedule an annual meeting with the Facility Supervisor to discuss the
program's outcomes and shall timely communicate any changes to the agreed-upon meeting day
and time with the Facility Supervisor.
5.12 The Organization shall obtain any and all facility use or special events permits required for the
Programming and pay all associated fees.
5.13 The Organization will be responsible for replacing City equipment damaged by the Organization
or any program participants, and will be responsible for the cost to repair or replace the damaged
property, and maintain the cleanliness of the City Facility.
5.14 The Organization shall provide all equipment and supplies needed to operate the Programming
at the City Facility.
5.15 The Organization shall remove all program equipment and materials from the City Facility at the
end of designated sessions as scheduled.The City will not provide storage for any equipment and
will not be held responsible for any of the Organization's equipment. Notwithstanding the
foregoing, the City may permit the Organization to store certain equipment in the City Facility;
however, such storage shall be at the discretion of the City and must be approved in writing prior
to storing the equipment on site. The City shall not be held responsible in any way for damage,
loss, destruction, and/or theft of the Organization's equipment stored at the City Facility. The
Organization shall indemnify and hold the City,its agents,employees,and public officials harmless
from any claims arising from the storage of the Organization's equipment at the City Facility.
5.16 The Organization acknowledges and agrees that it will not alter or remove any property
belonging to the City without the prior written permission of the designated City official.
6. City Obligations.
6.1 The City will assist with the marketing and promotion of the Programming as more particularly
described in "Exhibit E."
6.2 The City agrees to make the City Facility available to the Organization at the dates and times
described in "Exhibit A."
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CITY OF BOYNTON BEACH
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6.3 The City has the authority to make changes to the use of approved space.
6.4 The City will determine the specific space to be utilized at the City Facility.
6.5 The City shall not relinquish the right to control the management of the City Facility during the
term of the Agreement and will enforce all necessary rules, policies, and procedures established
by the City of Boynton Beach.
6.6 City staff may, at their discretion, observe and monitor the actions of the Organization during
scheduled Programming.
6.7 The City will not be held liable for royalties,fees,taxes,or other costs incurred by the Organization
arising from the Programming.
6.8 The City has the authority to evacuate the City Facility during Programming when deemed
necessary for the safety of the public, patrons, and guests.
6.10 The City reserves the right, through its representatives, agents, and police, to eject any
objectionable person/persons from the City Facility, and upon the exercise of this authority, the
Organization hereby waives any right and all claims for damages against the City.
7.Term and Termination.
7.1 Term. The term of the Agreement shall begin , 202 and expire
on , 202_. The Parties hereto may renew the Agreement in a
subsequent amendment signed by the Parties hereto.
7.2 Termination for Convenience. Either Party may terminate this Agreement for convenience by
providing the non-terminating Party thirty (30) calendar days written notice of termination. In
the event of termination for convenience, the Organization shall receive a refund of
compensation based on a pro-rata basis corresponding with the Programming that will no longer
occur; such refund shall be at the sole discretion of the City.
7.3 Termination for Cause. The City may terminate this Agreement for cause effective immediately
upon occurrence of one of the following:
7.3.1 The Organization's discourteous actions/behavior towards patrons, participants,
parents, and/or staff.
7.3.2 The Organization's failure to cooperate with City staff.
7.3.3 Actions that bring negative publicity to the City of Boynton Beach.
7.3.4 Illegal Activities of the Organization.
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7.3.5 Consumption or possession of tobacco, alcoholic beverages,or illegal substances at
the City Facility or on any City of Boynton Beach property.
7.3.6 Failure to comply with the public records requirements set forth in Section
119.0701, Florida Statutes
7.3.7 Assignment of Agreement without prior written consent from the City.
7.3.8 Failure to provide the City with a current copy of insurance that covers the
Organization's Programming.
7.3.9 Failure to comply with any of the terms or conditions set forth herein.
8. Safety. The Organization shall adhere to all health and safety wellness guidelines established by the
City or any state, federal,or local agency during the Programming.
9. Independent Contractor. The Organization is an independent contractor of City, and nothing in this
Agreement shall constitute or create a partnership,joint venture, or any other relationship between the
Parties. In utilizing the City Facility, neither Organization nor its agents shall act as officers, employees,or
agents of City.Organization shall not have the right to bind City to any obligation not expressly undertaken
by City under this Agreement.
10. Indemnification. The Organization shall indemnify and hold harmless the City, its elected and
appointed officers, agents, assigns and employees, consultants, separate contractors, any of their
subcontractors,or sub-subcontractors,from and against claims,demands,or causes of action whatsoever,
and the resulting losses, damages, costs, and expenses, including but not limited to attorneys' fees,
including paralegal expenses, liabilities, damages, orders, judgments, or decrees, sustained by the City
arising out of or resulting from (A) Organization's performance or breach of this Agreement, (B) acts or
omissions, negligence, recklessness, or intentional wrongful conduct by Organization, its agents,
employees, subcontractors, participants, and volunteers, and (C) Organization's failure to take out and
maintain the insurance required by this Agreement. The Organization shall pay all claims and losses in
connection therewith and shall investigate and defend all claims, suits,or actions of any kind or nature in
the name of the City,where applicable,including appellate proceedings,and shall pay all costs,judgments,
and attorneys' fees which may issue thereon. The obligations of this section shall survive indefinitely
regardless of expiration or termination of this Agreement.
11. Sovereign Immunity. Except to the extent sovereign immunity may be deemed waived by entering
into this Agreement, nothing herein is intended to serve as a waiver of sovereign immunity by City, nor
shall anything included herein be construed as consent by City to be sued by third parties in any matter
arising out of this Agreement.
12. Amendment. This Agreement may be supplemented or amended only by a written amendment
executed by the Parties hereto.
13. Insurance. The Organization shall provide proof of Liability Insurance for$1,000.000, listing the City
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CITY OF BOYNTON BEACH ( t3' s k
ARTS&CULTURE DEPARTMENT
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of Boynton Beach as an Additional Insured and the Certificate Holder.The Organization shall provide the
City's Risk Manager with the Certificates of Insurance required under this section before beginning
performance under this Agreement. The Organization will retain all necessary insurance in force
throughout the term of this Agreement.
14. Public Records. The City is a public agency subject to Chapter 119, Florida Statutes. If applicable, the
Organization shall comply with the requirements of Chapter 119, Florida Statutes, with respect to any
documents, papers, and records made or received by Organization in connection with this Agreement. If
the Organization has questions regarding the application of Chapter 119, Florida statutes, to the
Organization's duty to provide public records relating to this Agreement, contact the custodian of public
records, City Clerk's Office, 100 East Ocean Avenue, Boynton Beach, Florida 33435, 561-742-6060,
CityClerk@bbfl.us.
15.Notice.Whenever any Party desires to give notice unto any other Party, it must be provided by written
notice,sent by certified mail,with return receipt requested,addressed to the Party for whom it is intended
and the remaining Party, at the places last specified, and the places for giving of notice shall remain such
until they shall have been changed by written notice in compliance with the provisions of this section. For
the present, the Parties designate the following as the respective places for giving notice:
City: Dan Dugger, City Manager
City of Boynton Beach
100 East Ocean Ave,
Boynton Beach, Florida 33435
Telephone No. (561) 742-6000
Copy To: City Attorney
City of Boynton Beach
100 East Ocean Ave,
Boynton Beach, Florida 33435
Telephone No. (561) 742 -6050
Organization:
16. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida as now and hereafter in force. The exclusive venue for any lawsuit arising
from, related to,or in connection with this Agreement shall be in the state courts of the Fifteenth Judicial
Circuit in and for Palm Beach County, Florida. If any claim arising from, related to, or in connection with
this Agreement must be litigated in federal court, the exclusive venue for any such lawsuit shall be in the
United States District Court or United States Bankruptcy Court for the Southern District of Florida. EACH
PARTY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BYJURY OF ANY CIVIL LITIGATION
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RELATED TO THIS AGREEMENT.
17. Force Majeure. If the performance of this Agreement, or any obligation hereunder, is prevented by
reason of hurricane, earthquake,or other casualty caused by nature, epidemic, pandemic,or other public
health emergency, or by labor strike, war, or by a law, order, proclamation, regulation, ordinance of any
governmental agency (collectively, "Force Majeure Event"), the Party so affected, upon giving prompt
notice to the other Party, shall be excused from such performance to the extent of such prevention,
provided that the affected Party shall first have taken reasonable steps to avoid and remove such cause
of non-performance and shall continue to take reasonable steps to prevent and remove such cause, and
shall promptly notify the other Party in writing and resume performance hereunder whenever such causes
are removed; provided, however,that if such inability to perform due to the Force Majeure Event exceeds
sixty (60) consecutive days, the Party that was not prevented from performance by the Force Majeure
Event has the right to terminate this Agreement upon written notice to the other Party. This section shall
not supersede or preclude the exercise of any right either Party may otherwise have to terminate this
Agreement.
18. Regulatory Capacity. Notwithstanding the fact that the City is a municipal corporation with certain
regulatory authority,the City's performance under this Agreement is as a Party to this Agreement and not
in its regulatory capacity. If the City exercises its regulatory authority, the exercise of such authority and
the enforcement of applicable law shall have occurred pursuant to the City's regulatory authority as a
governmental body separate and apart from this Agreement and shall not be attributable in any manner
to the City as a Party to this Agreement.
19. Binding Authority. Each person signing this Agreement on behalf of either Party individually warrants
that they have the full legal power to execute the Agreement on behalf of the Party for whom they are
signing and to bind and obligate such Party with respect to all provisions contained in this Agreement.
20. Attorney's Fees. In the event that either Party brings suit to enforce the Agreement, each Party shall
bear its own attorney's fees and court costs.
21. Counterparts and Execution. The Agreement may be executed by electronic signature or by hand, in
multiple originals or counterparts, each of which shall be deemed to be an original and together shall
constitute one and the same agreement. Execution and delivery of the Agreement by the Parties shall be
legally binding, valid, and effective upon delivery of the executed documents to the other Party through
facsimile transmission, email, or other electronic delivery.
22.Compliance with Laws. The Organization hereby warrants and agrees that at all times material to the
Agreement,the Organization shall perform its obligations in compliance with all applicable federal, state,
and local laws, rules, and regulations, including the Americans with Disabilities Act, 42 U.S.C. § 12101,
Section 504 of the Rehabilitation Act of 1973,and Section 501.171, Florida Statutes. Non-compliance may
constitute a material breach of the Agreement.
23. Severability. If any provision of this Agreement or its application to any person or situation shall be
held invalid or unenforceable to any extent,the remainder of this Agreement and the application of such
provisions to persons or situations other than those as to which it shall have been held invalid or
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unenforceable shall not be affected thereby and shall continue in full force and effect and be enforced to
the fullest extent permitted by law.
24.Third-Party Beneficiaries. Neither Organization nor City intends to primarily or directly benefit a third
party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries
to this Agreement and that no third party shall be entitled to assert a right or claim against either of them
based upon this Agreement.
25. Entities of Foreign Concern.This section shall apply if the Organization or any subcontractor will have
access to an individual's personal identifying information under this Agreement.Accordingly,Organization
represents and certifies: (i)Organization is not owned by the government of a foreign country of concern;
(ii) the government of a foreign country of concern does not have a controlling interest in Organization;
and (iii) Organization is not organized under the laws of and does not have its principal place of business
in, a foreign country of concern. On or before the Effective Date or the date that Organization or its
subcontractor will have access to personal identifying information under this Agreement, Organization
and any subcontractor that will have access to personal identifying information shall submit to City
executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does
not meet any of the criteria in Section 287.138(2), Florida Statutes.Terms used in this section that are not
otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138,
Florida Statutes.
26. Anti-Human Trafficking. On or before the Effective Date of the Agreement, the Organization shall
provide the City with an affidavit attesting that the Contractor does not use coercion for labor or services,
in accordance with Section 787.06(13), Florida Statutes.
27. Verification of Employment Eligibility. The Organization represents that Organization and each
subcontractor have registered with and use the E-Verify system maintained by the United States
Department of Homeland Security to verify the work authorization status of all newly hired employees in
compliance with the requirements of Section 448.095,Florida Statutes,and that entry into this Agreement
will not violate that statute. If the Organization violates this section, the City may immediately terminate
this Agreement for cause, and the Organization shall be liable for all costs incurred by the City due to the
termination.
28. Discriminatory Vendor and Scrutinized Companies Lists; Countries of Concern. The Organization
represents that it has not been placed on the"discriminatory vendor list" as provided in Section 287.134,
Florida Statutes, and that it is not a "scrutinized company" pursuant to Sections 215.473 or 215.4725,
Florida Statutes.The Organization represents and certifies that it is not, and for the duration of the term,
will not be, ineligible to contract with the City on any of the grounds stated in Section 287.135, Florida
Statutes.The Organization represents that it is,and for the duration of the term will remain, in compliance
with Section 286.101, Florida Statutes.
29. Prior Agreements. This Agreement represents the final and complete understanding of the Parties
regarding the subject matter of this Agreement and supersedes all prior and contemporaneous
negotiations and discussions regarding same. All commitments, agreements, and understandings of the
Parties concerning the subject matter of this Agreement are contained herein.
X CITY OF BOYNTON BEACHo
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IN WITNESS OF THE FOREGOING,the Parties have set their hands and seals the day and year first written
above:
ATTEST:
CITY OF BOYNTON BEACH
Maylee DeJesus, BY:
CITY CLERK Ty Penserga, Mayor
DATE:
APPROVED AS TO FORM: Organization:
CITY ATTORNEY BY
TITLE:
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EXHIBIT A
FACILITY USE DATES,TIMES, AND AUTHORIZED SPACE
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EXHIBIT B
PROGRAMMING DESCRIPTION
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ARTS&CULTURE DEPARTMENT
EXHIBIT C
LIST OF ORGANIZATION REPRESENTATIVES AND TITLES
Name Title
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ARTS&CULTURE DEPARTMENT
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EXHIBIT D
BACKGROUND SCREENING ACKNOWLEDGEMENT
Organization through the undersigned named below, hereby attests that Organization understands and
agrees to comply with the Level II background screening requirements more particularly described in
Section 435.04, Florida Statues. Organization acknowledges and agrees no person other than those who
have successfully passed all aspects of the Florida Department of Law Enforcement Level II background
screening process within the previous five(5)years shall be permitted to act on behalf of or in any official
capacity for Organization for the use of the City Facility during the term of Agreement. Organization
acknowledges and agrees that it is responsible for ensuring that all instructors,teachers,staff,volunteers,
and agents of Organization successfully complete and pass the Level II background screening before all
authorized activities. City shall not be responsible for the cost associated with the Level II background
screening required herein. Organization agrees to indemnify City against any claims, causes of action, or
damages arising from or related to Organization's failure to ensure all individuals acting on behalf of or in
any official capacity Organization have completed and passed the required Level II background screening
as required herein.
ORGANIZATION:
Signature Date
Name (Print)
Phone Number
Email
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me by means of_physical presence or_online
notarization this day of , 202_ by as
of .
(NOTARY SEAL)
(SIGNATURE OF Notary Public-State of Florida)
(Name of Notary Typed, Printed, or Stamped)
Personally known OR Produced Identification
Type of Identification Produces
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CITY OF BOYNTON BEACH
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EXHIBIT E
MARKETING AND PROMOTION OF THE PROGRAMMING
EXHIBIT
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WITH
This Agreement made and entered into this day of , 202 by and
between , a , with a business address of
(hereinafter referred to as Organization) and CITY OF BOYNTON BEACH, a
Florida municipal corporation, organized and existing under the laws of the State of Florida, with a
business address of 100 East Ocean Avenue, Boynton Beach, FL 33435, (hereinafter referred to as City).
The City and Organization may be referred to collectively as the Parties or individually as a Party.
WITNESSETH
WHEREAS, the City owns and operates the Carolyn Sims Community Center located at 225 NW
12th Avenue, Boynton Beach, FL 33435 (the "City Facility"); and
WHEREAS, Organization desires to utilize the City Facility for (the
"Programing"); and
WHEREAS, the City agrees to make the City Facility available to the Organization for use in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants herein contained and other good and
valuable considerations,the parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this
agreement.
2. Facility Usage Dates and Times. The City agrees to provide space at the City Facility to the
Organization on an as-available basis for the Programming at the dates and time outlined in Exhibit A.
Notwithstanding the foregoing; the City reserves the right to change the location of Programming, as
may be necessary to accommodate any City-sponsored events or activities. Organization shall adhere to
the City's Holiday Calendar, which involves the closure of City Facilities, and shall not schedule any
Programming during these dates.
3. Right to Cancel Reservation. The City shall make its best efforts to secure the City Facility for use by
Organization at the dates and times described in Exhibit A; however, the City reserves the right to cancel
any reservation ten (10) days before the scheduled use or upon an emergency where City locations must
be closed or otherwise unavailable.
4. Organization Obligations.
• Organization shall use the City Facility only to provide the Programming described in Exhibit
B.
Facility Use Agreement Template(SRW 8.7.24) 1
• Organization shall provide adult instructors, volunteers, and program staff necessary to
deliver the Programming.
• Annually, the Organization shall provide the City with proof of its not-for-profit status.
• Organization shall provide a list of program representative names, positions, and contact
information in the format attached hereto as Exhibit C and shall update the City with any
changes as they occur.
• Organization shall not discriminate against any person or participant on the basis of race,
color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual
orientation, pregnancy, or gender identity and expression in the performance of this
Agreement when using the City Facility.
• Organization shall provide level II background screenings for all program representatives,
including employees and volunteers, before allowing them to work onsite to conduct the
Programming as further described in Exhibit D.
• Organization shall schedule an annual meeting with the Facility Supervisor to discuss the
program's outcomes, and shall timely communicate any changes to the agreed-upon
meeting day and time with the Facility Supervisor.
• Organization shall provide all equipment and supplies needed to operate the Programming
at the City Facility.
• Organization shall obtain any and all facility use or special events permits required for the
Programming and pay all associated fees.
• Organization is responsible for replacing City equipment damaged by the Organization or
any program participants, and will be responsible for the cost to repair or replace of each
item.
• Organization shall comply with all applicable State, County, and/or City Emergency Executive
Orders and Policies for the duration of the Agreement, including implementing the Centers
for Disease Control and Prevention Guidelines.The Organization shall provide the City with a
copy of its safety plan and COVID-19 Policy upon request.
• Organization shall remove all program equipment and materials from the City Facility at the
end of each day of use unless authorized by the Facility Supervisor.
5. City Rights and Obligations.
• City agrees to make the City Facility available to Organization at the dates and times
described in Exhibit A.
• The City has the authority to make changes to the use of approved space.
• The City will determine the specific space to be utilized at the City Facility.
• The City shall not relinquish the right to control the management of the City Facility during
the term of the Agreement and will enforce all necessary rules, policies, and procedures
established by the City of Boynton Beach.
• City staff may, at their discretion, observe and monitor the actions of the Organization
during scheduled Programming.
• City has the authority to evacuate the City Facility during Programming when deemed
necessary for the safety of the public, patrons, and guests.
• The City reserves the right, through its representatives, agents, and police, to eject any
objectionable person/persons from the City Facility, and upon the exercise of this authority,
the Organization hereby waives any right and all claims for damages against the City.
Facility Use Agreement Template(SRW 8.7.24) 2
6. Agreement Term. This Agreement shall be in effect for one year, commencing October 1, 2024,
through September 30, 2025. The Parties may renew this Agreement on an annual basis upon the
execution of a written amendment duly executed by the Parties.
7. Safety. Organization shall adhere to all health and safety wellness guidelines established by the City
or any state, federal, or local agency during the Programming.
8. Independent Contractor. Organization is an independent contractor of City, and nothing in this
Agreement shall constitute or create a partnership,joint venture, or any other relationship between the
Parties. In utilizing the City Facility, neither Organization nor its agents shall act as officers, employees,
or agents of City. Organization shall not have the right to bind City to any obligation not expressly
undertaken by City under this Agreement.
9. Agreement Termination.
9.1 Termination for Convenience. Either Party may terminate this Agreement for convenience by
providing the non-terminating Party thirty (30) calendar days written notice of termination.
9.2 Termination for Cause. The City may terminate this Agreement for cause effective immediately
upon the occurrence of one of the following:
• Organization's discourteous actions/behavior towards patrons, participants, parents, or
staff.
• Organization's failure to cooperate with Recreation and Parks Department staff.
• Actions that bring negative publicity to the City of Boynton Beach.
• Illegal activities of the Organization.
• Failure to comply with the public records requirements set forth in section 119.0701, Florida
Statutes
• Consumption or possession of tobacco or illegal substances on City Facility property.
• Assignment of this Agreement without prior written consent of the City.
• Failure to provide the City with a current copy of insurance that covers the Organization's
Programming.
10. Indemnification. Organization shall indemnify and hold harmless the City, its elected and appointed
officers, agents, assigns and employees, consultants, separate contractors, any of their subcontractors,
or sub-subcontractors, from and against claims, demands, or causes of action whatsoever, and the
resulting losses, damages, costs, and expenses, including but not limited to attorneys' fees, including
paralegal expenses, liabilities, damages, orders,judgments, or decrees, sustained by the City arising out
of or resulting from (A) Organization's performance or breach of this Agreement, (B) acts or omissions,
negligence, recklessness, or intentional wrongful conduct by Organization, its agents, employees,
subcontractors, participants, and volunteers, and (C) Organization's failure to take out and maintain the
insurance required by this Agreement. Organization shall pay all claims and losses in connection
therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name
of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and
attorneys' fees which may issue thereon. The obligations of this section shall survive indefinitely
regardless of expiration or termination of this Agreement.
Facility Use Agreement Template(SRW 8.7.24) 3
11. Sovereign Immunity. Except to the extent sovereign immunity may be deemed waived by entering
into this Agreement, nothing herein is intended to serve as a waiver of sovereign immunity by City, nor
shall anything included herein be construed as consent by City to be sued by third parties in any matter
arising out of this Agreement.
12. Insurance. Organization shall provide proof of Liability Insurance for 1,000.000, listing the City of
Boynton Beach as an Additional Insured and the Certificate Holder. Organization shall provide the City's
Risk Manager with the Certificates of Insurance required under this section before beginning
performance under this Agreement. Organization will retain all necessary insurance in force throughout
the term of this Agreement.
13. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida as now and hereafter in force.The exclusive venue for any lawsuit arising
from, related to, or in connection with this Agreement shall be in the state courts of the Fifteenth
Judicial Circuit in and for Palm Beach County, Florida. If any claim arising from, related to, or in
connection with this Agreement must be litigated in federal court, the exclusive venue for any such
lawsuit shall be in the United States District Court or United States Bankruptcy Court for the Southern
District of Florida. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY
JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.
14. Force Majeure. If the performance of this Agreement, or any obligation hereunder, is prevented by
reason of hurricane, earthquake, or other casualty caused by nature, epidemic, pandemic, or other
public health emergency, or by labor strike, war, or by a law, order, proclamation, regulation, ordinance
of any governmental agency (collectively, "Force Majeure Event"), the Party so affected, upon giving
prompt notice to the other Party, shall be excused from such performance to the extent of such
prevention, provided that the affected Party shall first have taken reasonable steps to avoid and remove
such cause of non-performance and shall continue to take reasonable steps to prevent and remove such
cause, and shall promptly notify the other Party in writing and resume performance hereunder
whenever such causes are removed; provided, however, that if such inability to perform due to the
Force Majeure Event exceeds sixty (60) consecutive days, the Party that was not prevented from
performance by the Force Majeure Event has the right to terminate this Agreement upon written notice
to the other Party. This section shall not supersede or preclude the exercise of any right either Party
may otherwise have to terminate this Agreement.
15. Regulatory Capacity. Notwithstanding the fact that City is a municipal corporation with certain
regulatory authority, City's performance under this Agreement is as a Party to this Agreement and not in
its regulatory capacity. If the City exercises its regulatory authority, the exercise of such authority and
the enforcement of applicable law shall have occurred pursuant to the City's regulatory authority as a
governmental body separate and apart from this Agreement and shall not be attributable in any manner
to the City as a Party to this Agreement.
16. Binding Authority. Each person signing this Agreement on behalf of either Party individually
warrants that they have the full legal power to execute the Agreement on behalf of the Party for whom
they are signing and to bind and obligate such Party with respect to all provisions contained in this
Agreement.
17. Attorney's Fees. If either Party sues to enforce this Agreement, each Party shall bear its own
attorney's fees and court costs.
Facility Use Agreement Template(SRW 8.7.24) 4
18. Counterparts and Execution. This Agreement may be executed by electronic signature or by hand,
in multiple originals or counterparts, each of which shall be deemed to be an original and together shall
constitute one and the same agreement. Execution and delivery of the Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other Party
through facsimile transmission, email, or other electronic delivery.
19. Compliance with Laws. Organization hereby warrants and agrees that at all times material to the
Agreement, Organization shall perform its obligations in compliance with all applicable federal, state,
and local laws, rules, and regulations, including the Americans with Disabilities Act, 42 U.S.C. § 12101,
Section 504 of the Rehabilitation Act of 1973, and Section 501.171, Florida Statutes. Non-compliance
may constitute a material breach of the Agreement.
20. Severability. If any provision of this Agreement or its application to any person or situation shall be
held invalid or unenforceable to any extent, the remainder of this Agreement and the application of
such provisions to persons or situations other than those as to which it shall have been held invalid or
unenforceable shall not be affected thereby and shall continue in full force and effect and be enforced
to the fullest extent permitted by law.
21. Public Records. The City is a public agency subject to Chapter 119, Florida Statutes. If applicable, the
Organization shall comply with the requirements of Chapter 119, Florida Statutes, with respect to any
documents, papers, and records made or received by Organization in connection with this Agreement. If
the Organization has questions regarding the application of Chapter 119, Florida statutes, to the
Organization's duty to provide public records relating to this Agreement, contact the custodian of public
records, City Clerk's Office, 100 East Ocean Avenue, Boynton Beach, Florida 33435, 561-742-6060,
CityClerk@bbfl.us.
22. Notice. Whenever any Party desires to give notice unto any other Party, it must be provided by
written notice, sent by certified mail, with return receipt requested, addressed to the Party for whom it
is intended and the remaining Party, at the places last specified, and the places for giving of notice shall
remain such until they shall have been changed by written notice in compliance with the provisions of
this section. For the present, the Parties designate the following as the respective places for giving
notice:
City: Daniel Dugger, City Manager
City of Boynton Beach
100 East Ocean Ave,
Boynton Beach, Florida 33435
Telephone No. (561) 742-6000
Copy To: Shawna Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave,
Boynton Beach, Florida 33435
Telephone No. (561) 742-6053
Organization:
Facility Use Agreement Template(SRW 8.7.24) 5
Phone Number: (561)
23. Third-Party Beneficiaries. Neither Organization nor City intends to primarily or directly benefit a
third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party
beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against
either of them based upon this Agreement.
24. Entities of Foreign Concern. This section shall apply if Organization or any subcontractor will have
access to an individual's personal identifying information under this Agreement. Accordingly,
Organization represents and certifies: (i) Organization is not owned by the government of a foreign
country of concern; (ii) the government of a foreign country of concern does not have a controlling
interest in Organization; and (iii) Organization is not organized under the laws of and does not have its
principal place of business in, a foreign country of concern. On or before the Effective Date or the date
that Organization or its subcontractor will have access to personal identifying information under this
Agreement, Organization and any subcontractor that will have access to personal identifying
information shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by
City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes.
Terms used in this section that are not otherwise defined in this Agreement shall have the meanings
ascribed to such terms in Section 287.138, Florida Statutes.
25. Anti-Human Trafficking. On or before the Effective Date of the Agreement, Organization shall
provide City with an affidavit attesting that the Contractor does not use coercion for labor or services, in
accordance with Section 787.06(13), Florida Statutes.
26. Verification of Employment Eligibility. Organization represents that Organization and each
subcontractor have registered with and use the E-Verify system maintained by the United States
Department of Homeland Security to verify the work authorization status of all newly hired employees
in compliance with the requirements of Section 448.095, Florida Statutes, and that entry into this
Agreement will not violate that statute. If Organization violates this section, City may immediately
terminate this Agreement for cause, and Organization shall be liable for all costs incurred by City due to
the termination.
27. Discriminatory Vendor and Scrutinized Companies Lists; Countries of Concern. Organization
represents that it has not been placed on the "discriminatory vendor list" as provided in
Section 287.134, Florida Statutes, and that it is not a "scrutinized company" pursuant to
Sections 215.473 or 215.4725, Florida Statutes. Organization represents and certifies that it is not, and
for the duration of the term, will not be, ineligible to contract with City on any of the grounds stated in
Section 287.135, Florida Statutes. Organization represents that it is, and for the duration of the term will
remain, in compliance with Section 286.101, Florida Statutes.
28. Prior Agreements. This Agreement represents the final and complete understanding of the Parties
regarding the subject matter of this Agreement and supersedes all prior and contemporaneous
negotiations and discussions regarding same. All commitments, agreements, and understandings of the
Parties concerning the subject matter of this Agreement are contained herein.
Facility Use Agreement Template(SRW 8.7.24) 6
IN WITNESS OF THE FOREGOING, the Parties have set their hands and seal the day and year first written
above:
ATTEST: CITY:
City of Boynton Beach, Florida
Maylee DeJesus, City Clerk By:Ty Penserga, Mayor
APPROVED AS TO FORM: ORGANIZATION:
By:
Shawna Lamb, City Attorney Title:
Date:
Facility Use Agreement Template(SRW 8.7.24) 7
V p*.
\' EXHIBIT A
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A. '' BSP FACILITY USE DATES,TIMES,AND AUTHORIZED SPACE
Facility Use Agreement Template(SRW 8.7.24) 8
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PROGRAMMING DESCRIPTION
Facility Use Agreement Template(SRW 8.7.24) 9
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LIST OF ORGANIZATION REPRESENTATIVES AND TITLES
Name Title
Facility Use Agreement Template(SRW 8.7.24) 10
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EXHIBIT D
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~T0" BACKGROUND SCREENING ACKNOWLEDGEMENT
Organization through the undersigned named below, hereby attests that Organization understands and
agrees to comply with the Level II background screening requirements more particularly described in
Section 435.04, Florida Statues. Organization acknowledges and agrees no person other than those who
have successfully passed all aspects of the Florida Department of Law Enforcement Level II background
screening process within the previous five (5) years shall be permitted to act on behalf of or in any
official capacity for Organization for the use of the City Facility during the term of Agreement.
Organization acknowledges and agrees that it is responsible for ensuring that all instructors, teachers,
staff, volunteers, and agents of Organization successfully complete and pass the Level II background
screening before all authorized activities. City shall not be responsible for the cost associated with the
Level II background screening required herein. Organization agrees to indemnify City against any claims,
causes of action, or damages arising from or related to Organization's failure to ensure all individuals
acting on behalf of or in any official capacity Organization have completed and passed the required Level
II background screening as required herein.
ORGANIZATION:
Signature Date
Name (Print)
Phone Number
Email
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me by means of physical presence or_online
notarization this day of , 202_ by as
of .
(NOTARY SEAL)
(SIGNATURE OF Notary Public-State of Florida)
(Name of Notary Typed, Printed, or Stamped)
Personally known OR Produced Identification
Type of Identification Produces
Facility Use Agreement Template(SRW 8.7.24) 11