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R25-218 RESOLUTION NO. R25-218 1 2 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 3 BEACH, FLORIDA, APPROVING THE SPORTS PROVIDER FACILITY USE 4 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND EAST 5 BOYNTON BLAZE BASEBALL INC. FOR THE USE OF GALAXY PARK;AND 6 FOR ALL OTHER PURPOSES. 7 8 WHEREAS, the City of Boynton Beach, Florida ("City") owns the real property known as 9 Galaxy Park, located at 461 Boynton Beach Boulevard, Boynton Beach, Florida; and 10 WHEREAS, Galaxy Park includes a baseball field, lighting, batting cages, restrooms, and a 11 parking area, and is available for use by the public; and 12 WHEREAS, East Boynton Blaze Baseball ("EBBB") is offering youth baseball league play at 13 Galaxy Park, with the City willing to permit EBBB to use Galaxy Baseball Field to operate a youth 14 baseball sports league; and 15 WHEREAS, both the City and Provider desire to enter into a one-year Galaxy Park Sports 16 Provider Field Use Agreement ("Agreement") with defined seasonal usage periods of August 4 17 through December 14 and January 5 through June 14; and 18 WHEREAS, the proposed Agreement provides for a 15% player fee per participant per 19 season, including comprehensive background screening requirements for coaches and volunteers, 20 field maintenance and usage protocols, and compliance with City safety and regulatory standards; 21 and 22 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 23 best interests of the city's citizens and residents to approve the Agreement between the City and 24 Provider, and support the City's commitment to youth recreational programming and community 25 engagement through structured access to municipal sports facilities. 26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 27 BEACH, FLORIDA, THAT: 28 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 29 being true and correct and are hereby made a specific part of this Resolution upon adoption. 30 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 31 approve the Agreement in form and substance similar to that attached as Exhibit A. RESOLUTION NO. R25-218 32 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby 33 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any 34 ancillary documents required under the Agreement or necessary to accomplish the purposes of 35 the Agreement, including any term extensions as provided in the Agreement, provided such 36 documents do not modify the material terms. 37 SECTION 4. Upon full execution of the Agreement, the Agreement shall be retained by 38 the City Clerk as a public record of the City. A full copy of the executed Agreement shall be 39 provided to Marvelous Washington. 40 SECTION 5. This Resolution shall take effect in accordance with law. 41 [SIGNATURES ON THE FOLLOWING PAGE] 42 43 44 45 46 47 4R 49 50 51 52 53 54 55 RESOLUTION NO. R25-218 56 PASSED AND ADOPTED this k day of Ct_u Lam. ?r , 2025. S 57 CITY OF BOYNTON BEACH, FLORIDA 58 YES NO 59 Mayor- Rebecca Shelton ✓ 60 61 Vice Mayor-Woodrow L. Hay 62 63 Commissioner-Angela Cruz ✓ 64 65 Commissioner-Thomas Turkin V 66 67 Commissioner-Aimee Kelley ✓ 68 69 VOTE 5 -c 70 ATTEST: 71 / ' 72 ii/iii , 7 "" Maylee De Jesus, MPA, C Rebe Shelton 74 City Clerk Mayor 75 76r 0....V eFq" APPROVED AS TO FORM: 77 (Corporate Sea o � - 'I 78 e ; R00: 79 iV 0 80 I ..• \9• ; Shawna G. Lamb 81 �� ‘ pc`_- City Attorney 82 � FL�.a- 83 CITY OF BOYNTON BEACH AND EAST BOYNTON BLAZE BASEBALL (GALAXY PARK SPORTS PROVIDER FIELD USE AGREEMENT) THIS SPORTS PROVIDER FIELD USE ("Agreement") is made and entered into this day of 2025, by and between the CITY OF BOYNTON BEACH, FLORIDA, a municipal corporation, organized and existing under the laws of the State of Florida, hereinafter referred to as "City," and EAST BOYNTON BLAZE BASEBALL, a Florida not-for-profit corporation, hereinafter referred to as "EBBB" or "Provider." WITNESSETH: Whereas, City is the owner of the real property known as Galaxy Park, located at 461 Boynton Beach Blvd., Boynton Beach, Florida; and Whereas, Galaxy Park includes a Baseball Field, Lighting, Batting Cages, Restrooms, and a Parking Area. Whereas, Galaxy Park is available for use by the public; and Whereas, Provider is offering youth baseball sports league at Galaxy Park; and Whereas, the City is willing to permit Provider to utilize Galaxy Baseball Field to operate a youth baseball sports league subject to the terms and conditions outlined in this Agreement. Now, therefore, in consideration of the mutual covenants and provisions hereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. RECITALS The foregoing recitals are true and correct and are hereby incorporated into this Agreement by reference. 2. PERMITTED USE AND NO PROPERTY INTEREST a. Provider shall be allowed to utilize the Galaxy Ballfield to organize, coordinate, and implement fall (August 4 — December 14) and spring (January 5 — June 14), for games and practices, an opening and closing ceremony for each season, one annual (1)fundraiser, and one annual (1)tournament on dates and times permitted by the City, subject to the terms of this Agreement. All usage of the Ballfield is subject to the City's advance written approval. Specific dates & times for the Page 1 of 23 EBBB Agreement 6/6/25 Provider's use of the Galaxy Field will be determined following the next election of the board and by the parties in accordance with this Agreement. b. Field Use Priority. Subject to full compliance with all terms and conditions set forth herein, the City shall process concurrent applications for Ballfield field use permits in accordance with the following priority classification system: i. City sponsored events or programming (as defined in Section 2(1)); ii. Police Athletic League (PAL) events or programming; iii. Youth sports programming permitted pursuant to this Agreement; iv. Other recognized Sports Provider youth sports programming under other agreements between City and third parties; and v. Adult sports programming. c. Property Interest. The Provider acknowledges and agrees that this Agreement does not create or convey any property interest at Galaxy Park to the Provider. This Agreement grants only a temporary ability to utilize the Galaxy Baseball Field, subject to the City's approval, as specified herein. The Provider has no leasehold or other property interest in the Galaxy, and no right to exclusive possession or use of any portion. d. Permits Required, No Third-Party Use. All field rentals must be permitted by City. Provider will not be allowed to permit third-party use of the Galaxy Field at any time. Any use not specified above is prohibited unless approved in writing by the City. e. Ownership of Field. The City retains all ownership rights and interests in the Galaxy Baseball Field. The City reserves the right to access the Galaxy Field at any time and to revoke or modify the Provider's permission to use the Field in accordance with the terms of this Agreement. f. Field Maintenance. The parties acknowledge that it may be necessary to shut down Galaxy Field during periods of the year for field restoration and maintenance. The City will provide Provider with no less than thirty (30) days notice of scheduled field shutdown period. Provider must coordinate the schedule for each season with the Recreation & Parks Department to accommodate these planned field shutdowns. City reserves the right to shut down Galaxy Park as may be necessary to conduct unplanned, emergency maintenance. City will endeavor to provide Provider as soon as reasonably possible of any occurrence resulting in a requirement for emergency maintenance. Any field shutdown or field unavailability due to emergency maintenance shall not constitute a breach of this Agreement by the City. g. Future Changes to Ballfield. At its sole discretion, the City may make changes to the Galaxy Ballfield, including but not limited to modifications, renovations, or repurposing of any part of the field. The City will provide a minimum of thirty (30) Page 2 of 23 EBBB Agreement 6/6/25 days courtesy notice to the Provider before a City Commission meeting at which substantial changes that may affect the Provider's use of the Galaxy Ballfield will be considered. Provider may provide written comments regarding the proposed changes within fifteen (15) days of receipt of such notice from the City. However, the Provider acknowledges and agrees that it has no right of refusal or decision- making authority to any such changes. h. Additional Events, Separate Approval Required. The parties expressly acknowledge that any additional events, fundraisers, ceremonies, tournaments, and clinics hosted by Provider, other than those uses expressly outlined in Section 2(a) above, are not the subject of this Agreement, and all such events must be separately applied for and permitted by the City. Additionally, Provider shall obtain any required permits for additional equipment brought to Galaxy Park (such as bounce houses, food trucks, tents, stages, etc.) that are ancillary to an authorized use. Provider is responsible for submitting the applicable permit application(s) and payment of any applicable fees in accordance with the City's then-current fee schedules. i. No Private Use of Field. Provider shall not promote or solicit for any privately- owned business at the Ballfield. Provider may not use the Ballfield to conduct personal business, including workshops, clinics, seminars, camps, or any other activities outside the permitted scope described in Section 2(a) above. It is further understood that any such action(s) may result in immediate termination of this Agreement. j. Provider's right to utilize the Galaxy Ballfield is subject to compliance with the terms of this Agreement and field availability. The parties agree that City programming, defined as any activity that is operated by the City and includes any City events, shall have first priority for use of the Ballfield. 3. FEES AND PAYMENT a. Field Usage Fees. Provider must pay a Player Fee equal to 15% of the base registration fee per season per participant. This fee covers all season permits/use fees for Provider's use of the Galaxy Ballfield for the purposes described in Section 2(a). No further fees are contemplated for those uses; however, Provider acknowledges that it shall be required to obtain the permits and pay the applicable fees for additional events or ancillary required permits, as described in Section 2(h). b. Payment Due Date. All Field Usage Fees shall be forwarded to the City in one lump sum within fourteen (14) days of the season start date (the earliest date of the first practices, games, or other activities). The parties acknowledge that rosters may change, and registration may continue for up to three (3) weeks after the commencement of a season. In the event of such ongoing registration, the Provider shall submit a supplemental payment to the City within thirty (30) days of Page 3 of 23 EBBB Agreement 6/6/25 the start of the season. A copy of the roster described in Section 4(a)(xi) shall accompany the payment. c. Late Payments. Late payments will incur a fee of 8% of the outstanding amount per day overdue. d. Damages and Suspension for Non-Payment. i. A written warning will be issued if payment is not received within 10 days of the due date. ii. If payment remains outstanding five (5) days after the written warning, Provider shall pay to City liquidated damages in the amount of One Thousand Dollars ($1,000.00). The parties acknowledge and agree that: (i) actual damages arising from late payment would be difficult to ascertain with certainty; (ii) this amount represents a reasonable estimate of City's potential loss of permit revenue from third parties; and (iii) this sum constitutes liquidated damages and not a penalty. iii. If payment remains outstanding for 30 days after the liquidated damages amount is applied, the Provider's right to use the Galaxy Ballfield will be suspended, and any approved permits shall be deemed revoked and void until all outstanding amounts, including late fees and damages, are paid in full. iv. At the City's sole discretion, repeated instances of late payment may result in the termination of this Agreement. e. Resumption of Use of Ballfield. i. Once all outstanding amounts are paid, the Provider may resume using the Ballfield according to any approved permits. ii. The City reserves the right to require a security deposit of $5,000.00 before reinstating the Provider's use of the Ballfield following a suspension. 4. PROVIDER RESPONSIBILITIES a. Submission of Required Documentation. At the commencement of each season, before the start of any practices, games, or other activities for the season, or such other date designated below, Provider shall: i. Provide proof of compliance with all federal, state, and local laws, ordinances, rules, and regulations, including, but not limited to, all background checks, fingerprinting, and certification requirements established by Florida law and otherwise required by this Agreement; and Page 4 of 23 EBBB Agreement 6/6/25 ii. Provide written confirmation that all coaches and volunteers have completed the CDC Concussion training for youth sports or a sport-specific alternative (such as USA Baseball "Diamond Leader" and "Abuse Awareness" certifications). iii. Provide a copy of Provider's current organizational by-laws, policies, and procedures, and shall provide updated copies to the City within five (5) days after adopting any amendments. iv. Provide a current list of Provider's Board of Directors, including names, positions, phone numbers, email addresses, and addresses. v. Provide a current list of coaches, including names, phone numbers, email addresses, and addresses, at least one week before the start of the season. vi. Provide proof of Liability Insurance as Section 7 of this Agreement requires. vii. Provide a copy of discipline guidelines for players, coaches, parents, board members, and volunteers. viii. Provider shall adopt and strictly enforce a Players and Coaches Code of Conduct as applicable to all officers, coaches, parents, volunteers, and players. A copy of the code of conduct shall be provided to the City. The code of conduct shall include minimum guidelines to discipline any member for violating the Code of Conduct. Provider agrees to maintain standards of conduct and disciplinary penalties and/or action as may be necessary to ensure a safe and amicable environment for participants, spectators, guests, invitees and other Ballfield patrons. Provider shall provide written verification that all officers, parents, coaches, volunteers, and players have signed the Code of Conduct agreement with Provider. ix. Provider must be maintained as a not-for-profit organization and must comply with all regulations, as may be amended, required to maintain said status. EBBB shall provide proof of its current not-for-profit status. x. Provider shall comply with all applicable and governing provisions of the Internal Revenue Code and provide the Director of Recreation and Parks with a copy of all annual IRS filings within 30 days after filing. Upon request, Provider shall provide City with copies of Provider's financial statements, including, but not limited to, Year End Balance Sheet, Cash Flow Report, Tax Returns, Provider's proposed next year operating budget, financial information of each Provider's programs (i.e., recreational and travel/competitive separately), or the annual gross revenue that the Provider receives from concession service. xi. Provider shall provide a roster of all registered participants, including names, addresses, and amounts paid, no later than the Payment Due Date set forth in Section 3.0(b) above. At its sole discretion and expense, the City may require a Page 5 of 23 EBBB Agreement 6/6/25 certified financial audit. The City will determine the scope of such an audit if required. b. Residency Requirements; Waitlists. Provider shall comply with the following: i. Participants. 1. Provider shall ensure that all participants reside or attend school within the eligible boundaries for participation in Provider's league. 2. Resident Fee Discount Incentive. Provider shall receive a 5% reduction on Field Usage Player Fees, as described in Section 3(a), for Boynton Beach resident participants during any season in which Boynton Beach residents constitute 51% or more of total program enrollment. ii. Board Members. The City will allow the Provider to maintain its current Board composition as a grandfathered arrangement. During the Initial Term of the Agreement, the Provider is granted a transitional period to establish a board that meets the residency requirements specified below. 1. Board Composition Requirement: a. City of Boynton Beach residents shall comprise a minimum of 51% of board members (the "Residency Requirement"). b. Current board composition is temporarily permitted during the Initial Term. 2. Initial Compliance Period: a. Provider has the entire Initial Term to restructure its board to comply with the Residency Requirement. b. Compliance with the Residency Requirement must be achieved before the end of the Initial Term. 3. Consequences of Non-Compliance: a. Failure to meet the Residency Requirement by the end of the Initial Term will constitute a breach of the Agreement. b. If Provider fails to meet the Residency Requirement during the Initial Term, the City reserves the right to non-renew the Agreement for cause, as outlined in Sections 8.0 and 9.0. 4. Ongoing Compliance Obligation: a. After the Initial Term, any future failure to maintain board composition in accordance with the Residency Requirements will be considered a breach of this Agreement. b. In the event of such breach, the City may exercise its right to terminate the Agreement for cause, as specified in Section 9.0. Page 6 of 23 EBBB Agreement 6/6/25 iii. Residency Verification. Provider shall verify residency (with a utility bill or mortgage statement) and shall provide the City with a sworn statement certifying the residency breakdown for participants and board members for each season. iv. Registration Wait Lists. Following the end of the official registration period, the Provider will establish two distinct sign-up waiting lists. One list will be for residents and the second for non-residents. With each available opening on a team, the resident's waiting list will be exhausted before contacting any non- resident. Further, the resident list shall be exhausted in the following order: (a) first: prior participants in the program; and (b) second: persons who have not previously participated. c. Coordination with City and EBBB Board Meetings. i. Provider shall appoint one (1) liaison from their board and one (1) alternate liaison to be the official spokesperson for the EBBB. All communication with the City should be through this designated liaison. ii. The Provider's Liaison shall schedule quarterly meetings with the City Recreation and Parks Director/staff, Public Works Director/staff, and/or City Management staff, as directed by the City, to ensure routine communication and updates. iii. Provider shall host all board meetings on City property, iv. Failure to submit the season calendar or field usage requests in accordance with this section in a timely manner may result in a delay in holding the scheduled game(s) or events. The City shall have no liability for any such delays or rescheduling required due to such delays. v. Provider must display City-granted permits on-site during approved field reservations. d. Equipment Storage and Ballfield Maintenance. i. Provider shall be responsible for securing equipment and supplies related to the baseball program's operations. ii. Provider is responsible for restoring the Galaxy Field to its pre-reservation condition, including cleaning of items including, but not limited to, collection of debris, waste, and recycling, and placing such in designated containers/locations, after each permitted use. iii. Provider is responsible for all field linings after the City completes initial pre- use linings. Page 7 of 23 EBBB Agreement 6/6/25 iv. Provider shall not make, or permit any structural changes to be made, perform any maintenance, or make any improvements to the Galaxy Ballfield, except upon written approval of the City. Any changes or improvements approved by the City shall remain as part of the Ballfield and the property of the City upon the expiration or termination of this Agreement. v. Provider shall submit all facility improvement and/or repair requests in writing to the Recreation and Parks Director or designee. Recreation and Parks Director or designee will route the request through appropriate City personnel vi. Provider shall cover the pitching mounds on the field after each use. e. Damage / Reporting Requirements. i. Provider shall notify the Recreation & Parks Department of any known or observed damage, vandalism, needed repairs, or safety issues at the Galaxy Ballfield as soon as possible, not later than the next day. ii. In the event of any damage outside of normal wear and tear caused by the Provider or any of its employees, volunteers, coaches, referees, and participants, the Provider shall be responsible for restoring the Ballfield or any other damaged area to its pre-existing condition before the damage. iii. The Provider shall immediately notify the Recreation & Parks Department of any alcoholic beverages and/or illegal drugs known to be consumed on the Ballfield. f. Other Responsibilities. i. Provider shall be solely responsible for all costs and/or expenses associated with, or as a result of, the operation of its programs under this Agreement and further agrees that it shall be responsible for obtaining any and all licenses, permits, or certificates required to operate under this agreement, including the cost associated therewith. ii. Provider shall provide all instructors, employees, coaches, volunteers, and program staff necessary to operate the baseball program. iii. East Boynton Blaze Baseball (EBBB) Board and Committee Members shall not sit on the board or committee of any other organization that has a Sports Provider Agreement with or rents any field/ court space from the City. Notwithstanding the foregoing, EBBB Board and Committee Members may sit on the board of Boynton Beach Little League, Inc. (BBLL) iv. Provider shall be solely responsible for providing all necessary operational equipment and supplies to successfully run the baseball program (i.e., helmets, Page 8 of 23 EBBB Agreement 6/6/25 bats, catcher's gear, baseballs, gloves, uniforms). v. Provider shall maintain complete and adequate accounting records documenting all fees, revenue, expenses, and changes associated with EBBB's operation of the baseball program. vi. Provider will establish guidelines for scholarships or financial assistance that are equivalent to the City's established policies, at a minimum. vii. The Provider will inform the City of any Board member changes at least thirty (30) days before the change goes into effect or the earliest reasonable notice if less than thirty (30) days are available. viii. Provider shall adhere to the City's inclement weather policies and procedures. ix. Provider shall comply with all applicable statutes, ordinances, rules, orders, regulations, and requirements of all local, City, state, and federal agencies, including all City Ballfield rules and regulations as they may be modified from time to time. x. Provider shall not discriminate against any person on the basis of race, color, religion, sexual orientation, gender, or gender identity in its use of the Ballfield. xi. Provider recognizes that when a Galaxy field use permits is issued by the City; the field is reserved for the Provider to the exclusion of others. Recognizing this exclusivity, Provider shall only reserve the Galaxy Ballfield for dates and times intended for its use, and Provider shall reserve field space only for Provider's own usage. Provider does not have the authority to sublease the Ballfield to any other group or organization, including, but not limited to, sports camps and private instructors. Sports camps, private instructors, tournaments, etc., shall contract directly with the City. Provider's insurance policy must cover all activities programmed by EBBB, and the City must be listed as an additional insured. Nothing contained in this Agreement shall limit the City's right or ability to lease or permit the Ballfield, or any portion thereof, to a third party for an activity or event approved by the City, provided, however, that such event or activity shall not conflict with Provider's approved and permitted use of such facility. xii. Provider shall have a designated supervisor on site who thoroughly understands the activities and uses of the Ballfield pursuant to this Agreement, who shall, as the Provider's agent, supervise, direct, and otherwise conduct the activities and use of the property under this Agreement. Provider's agents, representatives, volunteers, and employees shall serve the public in a courteous, helpful, and impartial manner. Provider shall, upon receipt of a written request from the City, immediately exclude any volunteer of Provider from providing services under this Agreement Page 9 of 23 EBBB Agreement 6/6/25 I 5. CITY RESPONSIBILITIES a. The City shall be responsible for the operation and maintenance of the irrigation system. b. The City shall be responsible for maintaining all areas of the Galaxy Ballfield to provide safe field conditions for all park patrons. Maintenance shall include, but not be limited to, chalking infield foul lines, painting outfield lines, mowing, landscaping, and servicing the common ground areas. c. The City will allow Galaxy Field to be used only when field conditions are deemed safe and when used, will not create unacceptable damage to the field. If the Ballfield is considered unsafe and unplayable, it will be closed upon the determination of the Recreation and Parks Director or designee. The City may limit, if necessary, the use of the Galaxy Ballfield to prevent overuse, misuse, or abuse of the facilities, subject to the City's sole discretion. d. On weekdays, the City will assess field conditions within 2 hours before reservation times. On weekends, the City will assess field conditions upon the arrival of maintenance staff. The Recreation and Parks Director or designee will notify the Provider of potential field closures. e. The City will ensure that the parking areas are properly lit. f. Payment of Bills. The City shall be responsible for payment of the following bills for services at the Ballfield: i. Utility bills associated with potable water and wastewater for the public restrooms. ii. All costs associated with the collection and disposal of solid waste. iii. Utility bills associated with reclaimed water. iv. All energy charges for the Ballfield lighting, and any other electric charges incidental to Ballfield's operations. 6. BACKGROUND SCREENING REQUIREMENTS Prior to Provider's use of the Ballfield, Provider shall conduct background screenings in accordance with Florida Law, including, but not limited to, Section 435.03 and Chapter 943, Florida Statutes, and submit the Affidavit of Criminal Background Screening attached hereto as Exhibit A. No person(s) other than those who have successfully passed all aspects of the background screening process will be permitted to act on behalf of or in any official capacity with the "EBBB" while utilizing the Ballfield. The background screening requirements include, but are not limited to, Provider's Board of Directors, Page 10 of 23 EBBB Agreement 6/6/25 umpires, managers, game coaches, field coaches, team volunteers, concession stand volunteers, and anyone else providing services on Provider's behalf pursuant to this Agreement. City reserves the right to approve or reject, for any reason, Provider personnel assigned to perform services under this Agreement at any time. Provider shall not allow any coach, manager, official, or volunteer who has not satisfied the Provider's requirements of Section 435.03, Florida Statutes, or Chapter 943, as applicable, to provide any service under this Agreement. Provider shall be responsible for the cost of all background screening required pursuant to this section. A minimum of seven (7) days before the first official scheduled practice of each fall or spring season, EBBB shall submit a list of names for all active staff and volunteers. The list shall include only the names of those who have successfully passed the background screening process. The list of approved names shall be accurate and complete to the best of Provider's knowledge. If additional staff or volunteers are engaged to provide services under this Agreement, Provider shall submit an updated Background Screening Affidavit and provide the City with the names of any such staff or volunteers by email to: fieldreservationsbbfl.us. The updated affidavit shall be provided to the City within three (3) business days after EBBB completes the background screening. 7. INSURANCE a. Provider will provide the proper insurance approved by the City for all approved baseball activities played at the Ballfield. Provider must maintain at their sole expense all necessary insurance in such form and amount as required by City's Risk Management Department, which includes, but is not limited to, General Liability Insurance in the amount of one million dollars ($1,000,000) per occurrence, general aggregate combined single limit for automobile liability, including premises and operation, as well as Products Completed/Operations Aggregate, and Personal Advertising Injury; and, all other insurance coverage reasonably required by the City, including Workers' Compensation and Employers' Liability Insurance, Umbrella/Excess Liability Insurance, and Professional Liability when appropriate. Coverage shall not contain any endorsement(s) excluding Contractual Liability or Cross Liability. b. The policy shall be endorsed to contain the following provisions: i. The City of Boynton Beach shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the City, its officers, officials, employees, or volunteers. ii. A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or cancelled by either party, reduced in coverage in limits except after thirty (30) days prior written notice by either certified mail, return receipt requested, has been given to the City. Page 11 of 23 EBBB Agreement 6/6/25 iii. Provider shall inform its insurer to furnish directly with the City certificates of insurance with original endorsements affecting coverage required within. EBBB shall provide binders indicating placement of coverage to City before the effective date of this Agreement. iv. City will continue to maintain all necessary insurance coverage to protect its interests, as determined by the City's Risk Manager. v. Provider will provide the renter's insurance, in amounts determined by the City's Risk Manager, for the concession stand building and the storage building attached to the restroom building. 8. TERM AND RENEWALS a. Term of Agreement and Renewal. The initial term of this Agreement shall be one (1) year commencing upon execution of this agreement, (the "Commencement Date"), and terminating on the day immediately preceding the date of the first (1st) anniversary of the Commencement Date (the "Initial Term") unless otherwise terminated pursuant to the terms of this Agreement. EBBB shall have the right to extend the Term for two (2), two (2) years periods (the "Renewal Terms") on the same terms and conditions as set forth herein. The Initial Term and any Renewal Terms are collectively referred to as the "Term." The Renewal Terms shall automatically occur unless EBBB gives written notice to the CITY of its intention not to extend this Agreement at least six (6) months prior to the end of the current term. If, at the end of the last Renewal Term, this Agreement has not been terminated by either party giving the other party written notice of its intention to terminate at least six (6) months prior to the end of the last Renewal Term, this Agreement shall remain in force and effect upon the same covenants, terms and conditions. This Agreement shall renew for annual terms thereafter on the same financial terms unless terminated by either party by giving the other party written notice of its intention to terminate at least six (6) months prior to the end of such term. b. Non-Renewal and Automatic Extension. Provider acknowledges and agrees that it has no right to renewal of this Agreement, and City may, in its sole discretion, decline to renew or extend this Agreement with or without cause. City shall provide Provider written notice of its intent not to renew at least sixty (60) days prior to the expiration of the then-current term. If City fails to provide timely notice of non- renewal in cases where non-renewal is without cause, this Agreement shall automatically extend for one (1) additional year beyond its scheduled expiration date to allow Provider to make alternative arrangements for future seasons. No automatic extension shall apply if non-renewal is for cause, and in such cases, the Agreement shall be governed by the terms set forth in Section 9.0. Any extensions beyond the one-year automatic extension period require the express written agreement of both parties. Page 12 of 23 EBBB Agreement 6/6/25 9. TERMINATION a. Termination for Convenience. Either party may terminate this Agreement for its convenience at any time upon providing a minimum of one (1) year written notice to the other Party; provided, however, in the event the City terminates this Agreement for convenience, Provider shall be able to complete any youth sports programs that have commenced at the time that written notice of termination has been received, including any programs that have completed registration. Provider shall not commence registration for any youth sports programs following receipt of notice of termination by the City pursuant to this section. In the event of termination for convenience, the City shall have no liability to the Provider for any costs, expenses, or damages arising from or related to the termination of this Agreement. Provider shall pay all fees for use of the Ballfield occurring before the effective date of termination. b. Termination for Cause. Either party may terminate this Agreement for cause upon thirty (30) days prior written notice to the defaulting party specifying the nature of the default. "Cause" shall include but not be limited to: (i) material breach of any provision of this Agreement; (ii) failure to make required payments when due; (iii) violation of applicable laws, regulations, or policies; (iv) repeated service failures; or (v) conduct that materially impairs the relationship between the parties. This Agreement shall not terminate if, within such thirty (30) day period, the defaulting party either (a) cures the default or (b) if the default cannot reasonably be cured within thirty (30) days, commences and diligently pursues actions that will cure the default. If the defaulting party fails to cure or commence and diligently pursue a cure within the thirty (30) day period, this Agreement shall automatically terminate without further notice. The defaulting party shall have no claim against the non- defaulting party for damages of any kind, including but not limited to direct, indirect, consequential, or incidental damages, arising from termination of this Agreement for cause, and hereby waives any such claims. c. Non-Appropriation of Funding. The continuation of this Agreement beyond the end of any City fiscal year is subject to both the appropriation and the availability of funds appropriated by the City Commission. d. The City reserves the right to cancel or reschedule the Provider's use of the Ballfield for special events or emergency situations with reasonable notice when possible. 10.LIABILITY AND INDEMNIFICATION EBBB shall indemnify, hold harmless, and defend City and all of City's current, past, and future officers, agents, and employees (collectively, "Indemnified Party")from and against any and all causes of action, demands, claims, losses, liabilities, and expenditures of any kind, including attorneys' fees, court costs, and expenses, including through the Page 13 of 23 EBBB Agreement 6/6/25 conclusion of any appellate proceedings, raised or asserted by any person or entity not a party to this Agreement, and caused or alleged to be caused, in whole or in part, by any breach of this Agreement by Provider, or any intentional, reckless, or negligent act or omission of Provider, its officers, employees, volunteers, or agents, arising from, relating to, or in connection with this Agreement (collectively, a "Claim"). If any Claim is brought against an Indemnified Party, Provider shall, upon written notice from City, defend each Indemnified Party with counsel satisfactory to City or, at City's option, pay for an attorney selected by the City Attorney to defend the Indemnified Party. The obligations of this section shall survive the expiration or earlier termination of this Agreement. 11.COMPLIANCE WITH LAWS Provider agrees to comply with all laws of the United States, the State of Florida, and all local laws, including but not limited to the ordinances and regulations of the City, and all rules and requirements of the City Police and Fire Departments, and will obtain and pay for all necessary permits and licenses, and will not do, nor suffer to be done, anything on said premises during this Agreement in violation of any such laws, ordinances, rules or requirements. If the City notifies Provider of any violation or any person employed by or admitted to the said premises, the Provider will immediately desist from and correct the violation. 12.SIGNAGE AND ADVERTISING a. The Provider may display temporary signage while using the Galaxy Park Baseball Field, subject to City approval. b. The City must approve permanent signage or advertising in writing. 13.REMOVAL OF PERSONS City reserves the right, through its representatives, agents, and police, to eject any person or persons engaging in objectionable activities from the Ballfield, or violating any law or ordinance. Provider waives any right and all claims for damages against the City upon the exercise of this authority. 14.EVACUATION OF GALAXY BALLFIELD City reserves the right to evacuate the Galaxy Ballfield during any activity in progress if it is deemed necessary for the safety of the general public, patrons, or guests. 15.ASSIGNMENT PROHIBITED Neither this Agreement nor any right or interest in it may be assigned, transferred, subcontracted, or encumbered by Provider without the prior written consent of City. Any assignment, transfer, encumbrance, or subcontract in violation of this section shall be void and ineffective, constitute a breach of this Agreement, and permit the City to Page 14 of 23 EBBB Agreement 6/6/25 immediately terminate this Agreement, in addition to any other remedies available to the City at law or in equity. City reserves the right to condition its approval of any assignment, transfer, encumbrance, or subcontract upon further due diligence and an additional fee paid to City to reasonably compensate it for the performance of any such due diligence. 16.NOTICE AND PAYMENT ADDRESS Unless otherwise stated herein, for notice to a Party to be effective under this Agreement, notice must be sent via U.S. first-class mail, hand delivery, or commercial overnight delivery, each with a contemporaneous copy via email, to the addresses listed below and shall be effective upon mailing or hand delivery (provided the contemporaneous email is also sent). Payments shall be made to the noticed address for City. Addresses may be changed by the applicable party giving notice of such a change in accordance with this section. Notice to City shall be addressed to: City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, Florida 33435 Payments to City shall be made: (i) through the City's online payment portal, or (ii) if payment is mailed, payment should be addressed to: Director of Recreation and Parks City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425 Notice to EBBB shall be addressed to: Jordan Hess, President 8884 Sandy Crest Boynton Beach, FL 33473 17.AGREEMENT BINDING; AMENDMENT All terms and conditions of this written Agreement shall be binding upon the parties, their heirs or representatives, and assigns, and cannot be varied or waived by any oral representations or promise of any agent or other person of the parties hereto, unless the same be in writing and mutually signed by the duly authorized agent or agents executing this Agreement. Page 15 of 23 EBBB Agreement 6/6/25 18.REPRESENTATIONS AND WARRANTIES a. Representation of Authority. Provider represents and warrants that this Agreement constitutes the legal, valid, binding, and enforceable obligation of Provider, and that neither the execution nor performance of this Agreement constitutes a breach of any agreement Provider has with any third party or violates applicable law. Provider further represents and warrants that execution of this Agreement is within Provider's legal powers, and each individual executing this Agreement on behalf of Provider is duly authorized by all necessary and appropriate action to do so on behalf of Provider and does so with full legal authority. b. Public Entity Crime Act. Provider represents that it is familiar with the requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Agreement will not violate that Act. Provider further represents that there has been no determination that it committed a "public entity crime" as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether EBBB has been placed on the convicted vendor list. c. Discriminatory Vendor and Scrutinized Companies Lists; Countries of Concern. EBBB 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. Provider 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. Provider represents that it is, and for the duration of the term will remain, in compliance with Section 286.101, Florida Statutes. d. Verification of Employment Eligibility. Provider represents that each subcontractor has 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 Provider violates this section, the City may immediately terminate this Agreement for cause, and Provider shall be liable for all costs incurred by the City due to the termination. e. Warranty of Performance. Provider represents and warrants that it possesses the knowledge, skill, experience, and financial capability required to perform and provide all services and that each person and entity that will provide services is duly qualified to perform such services by all appropriate governmental authorities, where required, and is sufficiently experienced and skilled in the area(s) for which such person or entity will render services. Provider represents and warrants that the services shall be performed in a skillful and respectful manner and that the Page 16 of 23 EBBB Agreement 6/6/25 quality of all services shall equal or exceed prevailing industry standards for the provision of such services. f. Entities of Foreign Concern. Provider represents and certifies: (i) EBBB 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 Provider; and (iii) Provider 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 of this Agreement, Provider and any subcontractor that will have access to personal identifying information shall submit to the City executed affidavit(s) under penalty of perjury, in a form approved by the 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. g. Anti-Human Trafficking. On or before the effective date of this Agreement, Provider shall provide City with an affidavit attesting that Provider does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. h. Breach of Representations. Provider acknowledges that City is materially relying on the representations, warranties, and certifications of Provider's stated in this article. City shall be entitled to exercise any or all of the following remedies if any such representation, warranty, or certification is untrue: (a) recovery of damages incurred; (b) termination of this Agreement without any further liability to City; and (c) debarment of Provider. 19.MISCELLANEOUS a. Independent Contractor. Provider is an independent contractor of the City, and nothing in this Agreement shall constitute or create a partnership, joint venture, or any other relationship between the parties. In providing services, neither Provider nor its agents shall act as officers, employees, or agents of the City. Provider shall not have the right to bind City to any obligation not expressly undertaken by City under this Agreement. b. 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 City's regulatory authority as a governmental body separate and apart from this Agreement and shall not be attributable in any manner to City as a party to this Agreement. c. 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 Page 17 of 23 EBBB Agreement 6/6/25 construed as consent by City to be sued by third parties in any matter arising out of this Agreement. d. Conditional Use. Provider's right to use the Ballfield is conditioned upon full compliance with all terms of this Agreement. Provided EBBB complies with the Agreement's terms, Provider will be permitted to utilize the Ballfield during dates and times authorized by the City pursuant to Section 4(d), subject to the terms of this Agreement, including, but not limited to, the field use priority provisions in Section 2(b) and field maintenance provisions in Section 2(f). The parties acknowledge and agree that the City retains sole discretion to restrict field access due to inclement weather, lightning, vandalism, emergencies, acts of God, hazardous conditions, or any circumstances that could potentially injure participants or damage of the Galaxy Ballfield, and the City shall have no liability for withholding access under these conditions. Provider understands and accepts that field usage is contingent upon these comprehensive conditions, with the City maintaining absolute discretionary power to protect participant safety and field integrity. e. Materiality and Waiver of Breach. Each requirement, duty, and obligation set forth in this Agreement was bargained for at arm's length and is agreed to by the parties. Each requirement, duty, and obligation set forth in this Agreement is substantial and important to the formation of this Agreement, and each is, therefore, a material term. City's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach shall not be deemed a waiver of any subsequent breach and shall not be construed as a modification of this Agreement. To be effective, any waiver must be in writing signed by an authorized signatory of the party granting the waiver. f. Severability. If any part of this Agreement is found unenforceable by any court of competent jurisdiction, that part shall be deemed severed from this Agreement, and the balance of this Agreement shall remain in full force and effect. g. Joint Preparation. This Agreement has been jointly prepared by the parties and shall not be construed more strictly against either party. h. Interpretation. The titles and headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include any other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days unless otherwise expressly stated. Any reference Page 18 of 23 EBBB Agreement 6/6/25 to approval by the City shall require approval in writing unless otherwise expressly stated. i. Priority of Provisions. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any document or exhibit attached to, referenced by, or incorporated in this Agreement and any provision within an article or section of this Agreement, the article or section shall prevail and be given effect. j. Law, Jurisdiction, Venue, Waiver of Jury Trial. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. 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. k. Attorney's Fees. In any action brought by either party to enforce the obligations of the other party, each party shall be solely responsible for its attorneys' fees and costs, regardless of the outcome of the action or litigation. I. Amendments. Unless expressly authorized herein, no modification, amendment, or alteration of any portion of this Agreement is effective unless contained in a written document executed with the same or similar formality as this Agreement and by duly authorized representatives of City and Provider. m. 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. n. Counterparts and Multiple Originals. This Agreement may be executed in multiple originals and may be executed in counterparts, whether signed physically or electronically, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. o. Third-Party Beneficiaries. Neither Provider nor City intends to benefit a third party primarily or directly 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. Page 19 of 23 EBBB Agreement 6/6/25 I p. Non-Exclusive. This Agreement is a non-exclusive agreement between the parties. The City has the right to allow other providers to provide the same kind of services at the Galaxy Ballfield during the term of this Agreement. q. Public Records. Provider shall comply with the applicable provisions of Chapter 119, Florida Statutes. Specifically, Provider shall: i. Keep and maintain public records required by the City to perform the services; ii. Upon request from the City's custodian of public records, provide the City with a copy of requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Provider does not transfer the records to the City; and iv. Upon completion of the contract, transfer, at no cost to the City, all public records in possession of Provider or keep and maintain public records required by the City to perform the service. If Provider transfers all public records to the City upon completion of the contract, Provider shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Provider keeps and maintains public records upon completion of the contract, Provider shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format compatible with the City's information technology systems. v. The failure of Provider to comply with the provisions outlined in this Article shall constitute a default and breach of the Agreement, for which the City may immediately terminate the Agreement without a cure period. Failure to comply with said statutory requirements may subject Provider to penalties under Section 119.10, Florida Statutes, as amended. IF EBBB HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO EBBB'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK, PO BOX 310, BOYNTON BEACH, FLORIDA, 33425, 561- 742-6061, CITYCLERK(' BBFL.US. Page 20 of 23 EBBB Agreement 6/6/25 I IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. ATTEST: CIT OF BOYNTON BEACH: cv,21//x7(763et%Q.,• c.04-- Maylee De Jesus, City Clerk Rebecca Sheldon, Mayor ice ;QpR y ,�� • APP OVED A T FORM: • I o:°e'f, � •o '# allatA GGA%r � j 0'.. \ V (10 • Shawna Lamb, City Attorney % `` • F\-°0. EAST BOYNTON BLAZE BASEBALL Representing Agent 3612.1,A .1 i4 kss ?ciksI T Nam- ,Print) & Title • Signature Date STATE OF FLORIDA ) ss: COUNTY OF PALM BEACH ) / The foregoing instrument was acknowledged before me by `t( means of physical pressee or online notarization this 31" day of va..) , 204 by bQ.PiA.•-) FAC-4,5s as 7Qs.3 1 ;' of Boyfiton Beach East Boynton Blaze Baseball, a Florida not-for-profit corporation, on behalf of the corporation. They are personally known t¢,me or have produced as identification and did not (did) take an oath. Notary Public Signature: jAttiff,WMAYZ-- State of Florida at Large (Seal) Print Name: x RA-cte DEER N o My commission expires: #'*-,, TRACY A.DEFRANCO '' :•'Commission#HH 406572 +r P: Expires July 4,2027 ��'.Eoi is; Page 22 of 24 EBBB Agreement 3/25/25 Exhibit A Affidavit of Criminal Background Screening By signing this form, I am swearing or affirming that I have conducted a computerized search of the Florida Department of Law Enforcement, Sexual Offenders and Predators Website and the United States Department of Justice, National Sex Offender Public Website listed for the persons listed below who are an officer, member, partner, or employee of East Boynton Blaze Baseball and all volunteers of East Boynton Blaze Baseball providing Baseball Sports Provider Services under the Galaxy Park Sports Provider Agreement with the City of Boynton Beach and none of the forgoing persons were listed on either website as being a sexual predator or sexual offender. The information contained in this Affidavit is up to date as reported in such websites as of the date this Affidavit is signed. All individuals providing services under the Agreement at the Park are listed below under categories 1 and 2 below. Each individual shall be identified by name, birth date, and date deemed eligible and shall fall into one (1) of the following categories: 1. Initially screened and not disqualified. SEE ANI>Gnsovr-t [Insert list of individuals who will be providing Services] [Applicable only to first season Affidavit. Thereafter, only categories 2 and 3 must be completed.] 2. New individuals screened and not disqualified who are eligible. [Insert list of individuals] 3. Individuals no longer providing services for Provider under this Agreement at the Ballfield. [Insert list of individuals] Date: 1. 1 St , 20 2S Signed: •/� Entity: East Boynton Blaze Baseball Name: Title: ? S 1 )War."!`- Page 23 of 24 EBBB Agreement 3/25/25 I STATE OF F"2"1"4 f4 COUNTY OF 0%4*Q. The foregoing Affidavit of Criminal Background Screening was acknowledged before me, by mearr s of V'physical presence or online notarization, this 31 'rday of `OLkLY , 20 b , by (.R.44N RES , as fite51bENT- for EAST Rat - 2L�Vy EASae A , who is personally known to me or who has produced as identification. Notary Public Signature: s�iM^LJ� State of Florida at Large (Seal) Print Name: "" My commission expires: Deratico 4.01*„., TRACY A.DEFRANCO itE `'' :• Commission#HH 406572 Expires Ju 4,2027 ''•'•'dos i°' Page 24 of 24 EBBB Agreement 3/25/25 Exhibit A Addendum Initially screened and not disqualified Jonathan Guffey Jordan Hess Paul Senecal John Ready Keith Laguna New individuals screened and not disqualified Rai Masuda Sean Close