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R04-140 r I I 1 RESOLUTION NO. R 04- t'-l 0 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE 4 CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING 5 THE EXECUTION OF THE LICENSE AGREEMENT 6 BETWEEN THE CITY OF BOYNTON BEACH AND THE 7 GUIDED PATH ACADEMY; AND PROVIDING AN 8 EFFECTIVE DATE. 9 10 WHEREAS, upon recommendation of staff, the City Commission has determined that 11 it is in the best interests of the residents of the City to execute a License Agreement with 12 Guided Path Academy to operate a Charter School at the Wilson Recreation Center; and 13 14 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 15 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 16 17 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 18 i : being true and correct and are hereby made a specific part of this Resolution upon adoption 19 : ! hereof. 20 21 I Section 2. The City Commission of the City of Boynton Beach, Florida does 22 i ,hereby authorizing execution of the License Agreement with The Guided Path Academy 23 i i attached hereto as Exhibit "A". 24 25 PASSED AND ADOPTED this --.tL day of August, 2004. 26 27 ¡ CITY OF BOYNTON BEACH, FLORIDA ; ; 28 : ; -::;;------ . 29 ! ' 30 31 i 32 i 33 ! 34 I ¡ 35 I: I; 36 37 ! L- 38 ì i i 39 i i 40 41 42 43 . 44 I ~~ 47 II I ð(0'i-/YO LICENSE AGREEMENT THIS IS AN AGREEMENT, made Ibis if#? day oft2u¡d .2004. by and between: THE CITY OF BOYNTON BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of FJorida, hereinafter referred to as "CITY" and GUIDED PATlIiACADEKY , hereinafter referred to as "LICENSEE". 1. DESCRIPTION OF THE PREMISES CITY hereby grants to LICENSEE the right, license, and priviJege of occupying and maintaining certain CITY owned premises and improvements located at , as more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter referred to as the "Premises" or "Property"), subject to the teons and conditions set forth in this Agreement. 2. COJ\.1PENSA TION No payment shall be made by the LICENSEE for the privileges granted herein. No security deposit is required. 3. TERM ~ This Agreement shall commence ~ud .2004 and terminate , unless tem1Ïnated pn to saId date as provided for herein below, and shall be renewable thereafter upon mutual consent of the parties. 4. USE OF PREMISES UCENSy;'.J,~A.. ~ arid occupy the Premises only for . 'j1 , and not used for any other purpose whatsoever witho the written consent of the CITY. liCENSEE covenants that he wíJl not, without written consent of the CITY, pennit the Premises to be used or occupied by any other person, finn, entity or corporation other than liCENSEE or its agents. liCENSEE further covenants that no nuisance or hazardous trade or occupation shall be pennitted and nothing shall be kept in or about said Premises which wi}) increase the risk of any hazard, fire or catastrophe, and no waste shan be pennitted or committed upon or any damage done to said Premises. liCENSEE shan not permit the licensed Premises to be used or occupied in any manner which will violate any laws or regulations of any governmental authority. Page 1 of6 JACljc S :\CA \FORMS\License Agreement form 072804.doc 5. ASSIGNMENT UCENSEE shall have no authority to assign any portion of the Premises during the Term of this Agreement. Should UCENSEE attempt to assign this license, then the license shall be terminated forthwith without prior notice to LICENSEE. 6. DAMAGE TO PREMISES LICENSEE agrees that an personal property. inventory, or stock placed on the Premises shall remain the property of liCENSEE. and shall be placed on the Premises at the risk of LICENSEE. UCENSEE shall give the CITY prompt written notice of any occurrence. loss, incident or accident occurring on the licensed Premises. 7. INSPECTIONS CITY. its agents, or authorized employees may enter upon the Premises at all reasonable times and hours, to examine same to detennine if LICENSEE is properly maintaining the Premises according to this Agreement. 8. INDEMNIFICATION LICENSEE acknowledges that any personal property placed on the Premises is at liCENSEE's sole risk. LICENSEE shall indemnify and save hannJess and defend the CITY, its trustees, elected and appointed officials. agents. servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of error. omission. or negligent act of liCENSEE, its agents, servants or employees in the use of the Premises. for all costs, losses and expenses, incJuding but not limited to, damages to persons or property. judgments and attorneys' fees arising out of or in connection with the uses or operations permitted under this Agreement. The parties recognize that various provisions of this Agreement, including but not necessarily limited to this Section, provide for indemnification by the LICENSEE and requires a specific consideration be given therefor. The parties therefore agree that the sum of Ten Dollars and 001100 ($lO.()O), receipt of which is hereby acknowledged. is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by LICENSEE. Furthermore, the parties understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. 9. INSURANCE UCENSEE shalJ provide, pay for. and maintain in force, at all times during the term of this Agreement the kinds and types of insurance as are ]isted on Exhibit "B". Submission of proof Page 2 of6 JACljc S:\CA\FORMS\License Agreement form 012804.doc of insurance coverage shall be submitted to the City's Risk Manger as a condition precedent to occupancy. Failure to submit proof of continuing coverage, when requested by the City's Risk Manager shaH constitute grounds for immediate termination of this agreement. 10. MAINTENANCE OF LICENSED PREMISES AND UTILITIES CITY agrees to provide janitorial services and electricity to the Premises at no additional cost. LICENSEE shall be responsible for providing and paying for all costs associated with telephone and facsimile equipment and any other utility costs and expenses associated with equipment placed on the Premises by UCENSEE. The LICENSEE agrees to maintain the Premises and all personal property placed thereon in accordance with the terms and conditions of this Agreement and consistent with prudent and wen-reasoned maintenance procedures and techniques. II. AMENDMENTS It is agreed that no modifications, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12. SURRENDER UPON TERMINATION Upon the conclusion of the term, or upon tennination of this Agreement, liCENSEE agrees to peaceably surrender and deliver the premises to the CITY in substantially the same condition as it was delivered to LICENSEE at the beginning of this Agreement, ordinary wear and tear excluded. Furthermore, UCENSEE agrees to remove from the Premises at their expense, any personal property or inventory placed therein. Upon completion of removal the condition of the Premises shall be safe and not a hazard. 13. WAIVER Failure of the CITY to insist upon strict performance of any covenant or condition of this Agreement, or to execute any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right, but the same shall remain in fun force and effect. 14. TERMINATION This Agreement may be tenninated by either party during the term hereof upon sixty (60) calendar days written notice to the other of its desire to tenninate this Agreement. Page 30f6 JACljc S:\CA\FORMS\License Agreement form 072804.doc 15. INDEPENDENT CONTRACfOR This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the UCENSEE is an independent contractor under this Agreement and not the CITY's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. The liCENSEE shall retain sole and absolute discretion in the judgment of the manner and means of carrying out LICENSEE's activities and responsibilities hereunder. The UCENSEE agrees that it is a separate and independent enterprise from the CITY, that it has full opportunity to find other business, that it make its own investment in its business, and that it will utilize a high level of skin necessary to perfonn the work. This Agreement shall not be construed as creating any joint employment relationship between the LICENSEE and the CITY and the CITY will not be liable for any obligation incurred by LICENSEE, including but not limited to unpaid minimum wages and/or overtime premiums. 16. NOTICES Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, hand delivery or facsimile transmission with receipt of delivery, 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. Notice shall be deemed to have been given upon receipt. For the present, the UCENSEE and the CITY designate the fonowing as the respective places for giving of notice: CITY: City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425 Attention: City Manager Copy To: James A. Cherof, City Attorney Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Telephone No. (954) 771-4500 Facsimile No. (954) 771-4923 LICENSEE: Page 4 of 6 JACljc S:\CA\FORMS\License Agreement form 072804.doc 17. BINDING AUTHORITY Each person signing this Agreement on behalf of either party individually warrants that he or she has fun Jegal power to execute this Agreement on behalf of the party for whom he or she is signing. and to bind and obligate such party with respect to alJ provisions contained in this Agreement. 18. LA WS AND ORDINANCES LICENSEE shall observe all laws and ordinances of the CITY, county, state, federal or other public agencies directly relating to the operations being conducted on the Premises. 19. SEVERABll..ITY If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, 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. 20. GOVERNING LAW This Agreement shall be governed by the laws of the State of Florida with venue lying in Palm Beach County, Florida. 21. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between the CITY and the UCENSEE and supersedes all prior negotiations, representations or agreements, either written or oral. THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK Page 5 of6 JACljc S:\CA\FORMS\Liccnsc Agreement form 072804.doc IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA ATTEST: APPROVED AS TO FORM: ~ 1/ ck-ifn«- ffice of the City Att ey Signed and delivered in the presence of: ~~~ ~/f'!é5 W/-/J/¿Ç ~ Print Name ~~¡¿~ ~an/1 / ~ c\ 60/1/6 Print Name STATE OF FLORIDA COUNTY OF PALM BEACH I HEREBY CERTIFY that on this ~3d.. day of ~b~ 2004, before me ~er~o~ally appeared-=r;t:Y"\~~ kr-d~ ' personally known to be the mdlvldual who executed the for~going instrument and acknowledged before that he executed the same for the purposes therein, IS personally known to me or produced tification. iAOU,.'1A BOOJE -= ~ ". - "* rII Aañda Not Public, State o~orida z~ Mr~e.-Ftb23.2ID . e§mmi..ion' 00071317 LR1}IA'- /f-tT 0 IÄ l ¿ DO/jli8il1)' HItIon8/ Notary Alan. Print Name: Commission No. Commission Expires: / Page 7 of9 Exhibit "nil ~--""---C----~"----'-'--. "-"'..'~. . .~, '-"- <."--''''~' :¡-.", ..I? ."'" _/>''''';.\1~'.'''-'''''''''~+-'"' --$"" .__..,~,,_.,- ÂJ.......t ·."·...····IJ·" - ::-iØ¡!;,¿,,-":<.";ó'?lit¿/-" - .' ~ . '~·a~~~:. -:f~ ·>:)-J(:;lÌt~...~- DATECWLIDDNY) ,- ~"'.' ,,-...~'\~ '''Y:,i;.y.~Æ - ~èX-): ~';"J,"""M'':~':i:~~~:t:< " ... - .".,.:.,,,,. . . ·:,~,:],~·1(~N:k'1-'1¡ ~~ '. ';:-' .-/.:-, .....:., "'; :"C,,-' -:'\'~'$~T 7-30-04 ._-.-. ,.. "'~_"'>;~. . .:7~·' .:~~..._ ~.~.. J. "" < T....1'\,... ,<ý., .. " .~~...» . ~'jo,..ß¡j ~~. ...~y't-~"{~):p I:' ~,~~ > ~ f'<,~ ~ ~~ ~- .. .' THIS BINDER IS A TEM~E CONTRACT, SUB.JEC. T TO THE CONDITIONS SHOWN ON THE REVERSE SIDE' OF THIS FORM ¡ROÕUCER-~ ---------- : ( =~:~:'c: --1 COM~::tilus Insp Cp. ¡ ~N~~~234 I eFFECllvt: j ~RATION B I . L----- DATE I TIME '. DATE i TIME arnes nsurance Services, Inc. ¡ j . ¡ ~ AM ' ! Jf¡ 12:01 At. i 3003 S. Congress Ave., Suite 10 I 7-:-30-04 i -11100 . î PM I 7-30-05 n NOON !! lake Worth. FL 33461 __ -J 'I' THISBlNDERISISSUEOTOEXTENDCOVERAGEINTHEABOVENAMEDCOMPANY .---- . ... ! 'PER EXPIRING POUCY': ¡ CODE: I SUB CODE: ~-- - ---------- DESCRIPTION OF OPERATIONSfV£ttlCl.ESIPROPERTY (IncIucIIngløc:allon) CUSTOMER ID: INSURED -- I Guided Path Academy Charter School I Wi! . i Gui~ Path Academy Chartér School . son Reacreat10nCenter 13"9~ Secreat Blvd . C1.ty of ~ton Bch. Fl 33435 ! I 311 N. W, 12th Ave 'Þn' ~:.." r~ ".., - ."o.._I.~~~;i::;11:l,. . PROPeRTY Charter School ¡ Gen. Liability 1,000,000 80/20 School LeaðE>rs E&O Liabt 1000 Fideli Liability I 500,000 UABRJTY COVERAGE/FORMS EACtt OCCURRENCE AGGREGA"Æ I SCHEDULED FORM LJ COMPREHENSNE FORM ,. 800IL Y INJURY S $ I PREIIIISESIOPERATlONS PROPERTY DAMAGE S $ U PRODUCTSICOMPlETED OPERATKJNS· ¡ 61 & PD COMBINED S $ ~! CONTRACTUAl' PER PERSON $ . MEDICAl PAYMENTS OTHER: PER ACCIDENT $ : M.EDICAl PAYMENTS PERSONALINJUAY $ j PERSONAl I~RY FORM: $ . - - IBILE UABIUTY COM6INED SINGLE UMIT $ IY AUTO BOOIl Y I~RY (Per pIIfSOn) $ L OWNED AUTOS 800IL Y INJURY (Per accidenI) $ I SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS MEDICAl PAYMENTS $ NON-OWNED AUTOS PERSONAL INJURY PROT $ GARAGE LIABIlITY UNINSURED MOTORIST $ $ AUTO I't«SICAL DAIMGE DEDUCTIBlE ALl VÐfICLES SCHEDUlEO VEHICLES ...croAt. CASH VAlUE " I COLlISION: STATED AMOUNT $ OTHER THAN COL: OTJER EXCESS UABIUTY EACH OCCÜRRENCE $ UNBRalA FORM AGGR:EBATF_ _ - -- $ OTHER THAN UMBRElLA FORM SELF~ REfÅ¡I'ITtOH $ STA1UTORY UUITS '1 WORKER'S COMPENSATIOH I EACH ACCIDENT $ ¡ AND . EMPLOYER"S UABIUTY I DISEASE· POlICY UMIT $ DISEASE - EACH EMPlOYEE S SP£CIAL COHDITIONS/ OTHER COVERAGES .....~ .Þ- . ,." ;." .r...,. ,. ";,. ';""'¡ City of Boynton Wilson Recreation Center 311 Nw 13th Street Boynton Beach, Fl 33435 ,. '.