R14-106 k
1 RESOLUTION NO. R14 -106
2
3 i A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE MAYOR
5 AND CITY CLERK TO EXECUTE A MANAGEMENT
6 ' AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH
7 AND BOYNTON CULTURAL CENTRE, INC., REGARDING THE
8 OPERATION OF THE 1913 SCHOOLHOUSE MUSEUM; AND
9 PROVIDING AN EFFECTIVE DATE.
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11 WHEREAS, in 2010 the City and the Schoolhouse Museum entered into a
12 management agreement to formally define the operation and maintenance of the Schoolhouse
13 Museum; and
14 WHEREAS, the revised Agreement requires the Museum provide a quarterly report
15 on operations to the Commission and the City's distribution of funds will be on a quarterly
16 basis by letter of request from the Museum management; and
17 WHEREAS, upon recommendation of staff, the City Commission has determined that
18 it is in the best interests of the residents of the City to authorize the Mayor and City Clerk to
19 execute the Management Agreement between the City of Boynton Beach and the Boynton
20 Beach Cultural Centre, Inc., regarding the operation of the 1913 Schoolhouse Museum.
21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
22 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
23 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
24 being true and correct and are hereby made a specific part of this Resolution upon adoption
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25 hereof.
26 Section 2. The City Commission hereby approves and authorizes the Mayor and '
27 ( City Clerk to execute a Management Agreement between the City of Boynton Beach and the
28 Boynton Cultural Centre, Inc., regarding the operation of the 1913 Schoolhouse Museum, a
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1 ' copy of said Agreement being attached hereto as Exhibit "A ".
21 Section 3. That this Resolution shall become effective immediately upon passage.
3 PASSED AND ADOPTED this 21 day of October, 2014.
4 CITY OF BOYNTON B EACH, FLORIDA
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6 FV yid ` 4 tA
7 iF or — Je ,
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10 Vice I ayor — Joe Casello
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12
13 e Commissioner T. Mer; -r
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16 _ :='mss' ' ack Mc
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19 Commissioner — Michael . ' tzpa rick
20 ATTEST:
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22
23
24 el s •
25 1t M. Prainito, MMC
26 ity Clerk
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28 'T ti
30 ;•°
31 I (: • c Seal)
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MANAGEMENT AGREEMENT
This Agreement, made and entered into at Boynton Beach, Florida on the ( day of 00
2014, by and between the City of Boynton Beach, Florida, a Florida Municipal Corporation, hereinafter
referred to as the "City" and Boynton Cultural Centre, Inc., a Florida non -profit corporation, hereinafter
referred to as the "Cultural Centre ".
WITNESSETH:
WHEREAS, The City of Boynton Beach has a fee simple ownership of the old Boynton Beach
Elementary School site, which is to be restored and converted into a Museum, currently known as the
"Schoolhouse Childrens' Museum and Learning Center" to provide cultural and educational opportunities
for children and families; and
WHEREAS, The City desires to enter into this Management Agreement with the Cultural Centre
to formally define the operation and maintenance of the 1913 Schoolhouse Museum; and
WHEREAS, Boynton Cultural Centre is a non - profit 501(c) 3 corporation organized under the
laws of the State of Florida and licensed to do business in the State of Florida; and
WHEREAS, The Cultural Centre is established to plan, develop, coordinate, fund and oversee the
"Schoolhouse Childrens' Museum and Learning Center" that provides educational opportunities through
exhibits, programs and activities in order to create a focal point for the cultural renewal of Historic
Boynton Beach by tying together cultures, generations, and ethnic groups; and
WHEREAS, The Cultural Centre will continue to raise funds through grants, community
donations and special events to be used for purchase and development of exhibitions, programs, and other
purposes related to the operation of the Cultural Centre; and
WHEREAS, The Culture Centre plans to purchase exhibits and other items for use in and about
the Museum, and shall be sole owner of all such personal property purchased with funds obtained
throughout the Cultural Centre and located within and /or about the premises; and
WHEREAS, The City and the Cultural Centre wish to clarify their joint and separate roles and
responsibilities in the operation and maintenance of the Schoolhouse Childrens' Museum and Learning
Center.
NOW, THEREFORE, for and in consideration of the premises and conditions contained herein,
and for other good and valuable consideration. the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
The foregoing whereas clauses are hereby ratified and confirmed as being true and incorporated
herein by this reference.
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Section 1.0. Board of Directors:
1.1. The Cultural Centre Articles of Incorporation and by -laws as they now exist are attached hereto and
incorporated herein as Exhibit A. In the future, the City will be provided with an updated copy of the by-
laws within thirty calendar days of any changes therein.
1.2. The Cultural Centre agrees to appoint the City Library Director and the City Manager or designee to
serve on the Board of Directors as voting members of the Board of Directors and the Board Executive
Committee through the duration of this Agreement.
Section 2.0. Obligations of the Cultural Centre:
2.1. With the exception of the City's obligations as outlined in this agreement, the Cultural Centre has the
sole responsibility of funding and operation of the Museum, including exhibits, designs, programs, hours
of operation, schedule of events, publicity, advertisement and fund raising etc.
2.2. The Cultural Centre may execute and enter into agreements with consultants, architects, engineers
and contractors; design and install permanent or travelling exhibits; schedule and manage programs for
the Cultural Centre or Museum. The Cultural Centre may also schedule the Museum for use by other
organizations, determine policies and procedures, set fees, develop and manage all Cultural Centre
fundraising campaigns, maintain its funds, manage all grant proposals and administer all general program,
gift, admission and special event revenues generated through the Cultural Centre.
2.3. The Cultural Centre shall report quarterly to the City Commission on all of its activities,
achievements, revenues and expenditures. A quarterly written report shall be submitted to the City and
placed on City Commission Agenda.
2.4. The Cultural Centre Board shall submit a budget request to the City, including itemized
estimated operating costs, revenue or funding projections and a detailed summary of funding support
requested by the Cultural Centre.
Section 3.0. City obligations:
3.1 The City agrees to continue to provide at no cost to the Cultural Centre the following services:
utilities, telephone, IT support, HVAC, electricity, water and sewage, building and grounds maintenance,
property and liability insurance for building structure, security, pest control, computer maintenance,
professional and technical support and other building or property- related expenditures relating to
Schoolhouse Childrens' Museum and Learning Center as adopted by the City Commission in the City's
budget each year. The City shall include detailed estimates of any support costs for the Cultural Centre,
inclusive of supplemental funding requests from the Cultural Centre as a separate division of the Boynton
Beach Library. Nothing shall obligate the City to support the Cultural Centre other than the approved City
budget appropriation.
3.2 The City shall provide funding to the Cultural Centre as approved by the City Commission and
appropriated in the City budget each fiscal year. The funds will be disbursed to the Cultural Centre on a
Quarterly basis commencing each October 1s by letter of request from the Cultural Centre.
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Section 4.0. City's right to schedule City meetings:
4.1. With prior approval of the Cultural Centre and on a space available basis, the City reserves the right
to schedule official City meetings or events at the Cultural Centre without being charged any type of fee.
Section 5.0. Right to audit and inspect records:
5.1. Upon reasonable notice, the City shall have the right and discretion to audit the records of the
Cultural Centre.
6.0. Insurance obligations:
6.1. The Cultural Centre shall secure and maintain in effect at all times, at its expense insurance of the
following kinds and limits to cover all activities of the Cultural Centre's operations of the Museum:
a. Workers' Compensation and Employer's Liability Insurance covering employees, agents,
volunteers of the Centre as deemed appropriate by the City's Risk Manager;
b. Workers' Compensation Insurance coverage with statutory limits of liability as deemed
appropriate by the Risk Manager;
c. Employer's liability Insurance with a limit of liability that is mutually agreed upon by the
parties;
d. Professional Liability and or Directors' and Officers' Liability Insurance for all facets of Cultural
Centre's operations and work including, but not limited to errors, omissions and negligent acts
covering this Agreement with minimum limits of $1,000,000,00 liability per occurrence and
$1,000.000.00 in aggregate;
7.0. Indemnification:
7.1. The City agrees to indemnify and hold harmless the Cultural Centre from and against any and all
claims, damages, costs and expenses, including reasonable attorneys fees to the extent caused by or
arising out of (a) the City's negligent acts or omissions of or willful misconduct in the operations or
activities at the Schoolhouse Children's Museum and Learning Center or (b) a breach of any obligation of
the City under the Agreement, unless caused by the Cultural Centre or its employees, agents, contractors,
subcontractors or representatives. Notwithstanding the foregoing, this indemnification shall not extend to
indirect, special, incidental, or consequential damages, including, without limitation, loss of profits,
income, or business opportunities to the Cultural Centre or anyone claiming through the Cultural Centre.
7.2. The Cultural Centre agrees to so conduct its activities and the activities of its agents, employees, and
subcontractors, so as not to endanger any person, and to indemnify and hold harmless the City, its
officers, agents and employees from and against all claims, suits, actions, damages, liabilities,
expenditures or causes of action of any kind arising out of or in any way connected to activity or
inactivity of the Cultural Centre, its agents, employees, or subcontractors, and resulting or occurring from
any negligent act, omission or error of the Cultural Centre, its agents, employees, or subcontractors,
resulting in or relating to injuries to body, life, limb or property sustained as a result of activities
associated with this Agreement, or arising out of the use of said premises by the Cultural Centre, its
agents, employees. or subcontractors. City shall not be responsible for any property damage or bodily
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injury sustained by the Cultural Centre, its employees, agents, or subcontractors for any cause whatsoever,
prior, during, or subsequent to the period of time during which this Agreement is in effect.
7.3. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which
sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state agency or
political subdivision of the State of Florida to be sued by third parties in any matter arising out of this
Agreement or any other contract.
Section 8.0. Waiver:
8.1. A waiver of any breach or default of any provision of this Agreement shall not constitute or operate
as a waiver of any other breach or default of such provision or of any other provisions, nor shall any
failure to enforce any provisions hereof operate as a waiver of such provision or any other provision
Section 9.0. Default:
9.1. This Agreement may be terminated upon the default of any condition of this Agreement by giving
notice in writing and thirty (30) days to correct such default. Should any party fail to correct said default
within the thirty (30) day period, the agreement shall be automatically terminated, unless additional time
to correct the default is granted in writing by the non - defaulting party.
Section 10.0. Successors:
10.1. This agreement may not be assigned or transferred without express written consent of the City
Manager and approved the City Commission.
Section 11.0. Authorship:
11.1. In the event it becomes necessary for any reason to construe this Agreement as permitted by the
Rules of Evidence of the State of Florida, this Agreement shall be construed as being jointly prepared and
drafted by the parties hereto, and shall be interpreted under the laws of the State of Florida.
Section 12.0. Entirety:
12.1. This Agreement, together with attachments represents the entire and integrated Agreement between
the parties and supersedes all prior negotiations, representations, or agreements written or oral. This
Agreement may be modified or amended only by written Addendum to Agreement duly executed by both
parties hereto.
Section 13.0. Severability:
13.1. 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.
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Section 14.0. Term:
14.1. The term of this Agreement shall be for fifteen years with the option to renew if agreeable to both
parties. Within the fifteen -year term this Agreement may be amended in writing from time to time by
mutual agreement of the parties.
Section 15.0. Ongoing review and appropriations:
15.1. The City Commission retains the inherent authority to maintain ongoing review of the activities of
the Cultural Centre and may with six months notice, through the annual budget process, at anytime before
the expiration of this Agreement cease appropriations of funding and assistance to the Centre.
15.2. Upon default of this Agreement, or cessation of funding or assistance by the City, the Cultural
Centre has the authority to remove exhibits and other items of personal property belonging to the Cultural
Centre.
Section 16.0. Binding Authority:
16.1. Each person signing this Agreement on behalf of either party individually warrants that she or he
has full legal authority to execute this Agreement on behalf of the party for whom she or he is signing,
and to bind and obligate such party with respect to all provisions contained in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the
date and year indicated below:
Witnesses: CITY OF BOYNT EACH
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Date:
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Ja -t M. Prainito, MMC, City Clerk O \` V
Approved as to form: 4
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James A. Ch r f12t,e
y toriney
Wi -sses: BOYNTON BEACH CULTURAL CENTRE INC.
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, Presider
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Date: ( "
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