Resolution No. 23-23RESOLUTION NO. 23-23
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF ATLANTIC
BEACH, FLORIDA, AUTHORIZING AN AGREEMENT BETWEEN THE CITY
OF ATLANTIC BEACH AND THE BOYS' AND GIRLS' CLUBS OF
NORTHEAST FLORIDA, INC., FOR PROGRAMMING MANAGEMENT OF
GAIL BAKER COMMUNITY CENTER AND JORDAN PARK COMMUNITY
CENTER; AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACTS
AND PURCHASE ORDERS IN ACCORDANCE WITH AND AS NECESSARY TO
EFFECTUATE THE PROVISIONS OF THIS RESOLUTION; PROVIDING FOR
CONFLICTS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, a 2023 Atlantic Beach City Commission priority is to explore alliances with a child -
service organization to support the City's after school -program, and ensure that the program has qualified
educators on staff or serving as volunteers; and
WHEREAS, upon exploration of such alliances, the City of Atlantic Beach has determined that it
is in the best interest of the City and community for the City to partner with the Boys' and Girls' Clubs of
Northeast Florida, Inc., to provide after-school, summer programming and related service at the Gail Baker
Community Center and Jordan Park Community Center; and
WHEREAS, Boys and Girls Clubs of Northeast Florida, an affiliate of Boys and Girls Clubs of
America, is a 60 -year-old nonprofit organization that serves more than 43,000 youth annually through its
afterschool, summer and food programs in neighborhoods of need throughout Duval County; and
WHEREAS, the organization's mission is to inspire and enable all young people to realize their
full potential as productive, responsible and caring citizens, and its vision is to ensure that every child
graduates from high school on time and with a plan for their future, leads a healthy lifestyle, and
demonstrates good character and leadership; and
WHEREAS, with the support of parents, teachers, community organizations, business partners
and other groups, agencies and institutions, the organization's staff enriches and enhances the overall
system of care for Club members in the areas of education, health and wellness, sports and recreation,
leadership and service, and the arts; and
WHEREAS, in anticipation of its prospective partnership with the City of Atlantic Beach to
operate afterschool and summer programming at Gail Baker Community Center and Jordan Park
Community Center, the Boys and Girls Clubs of Northeast Florida has secured a four-year Kids Hope
Alliance grant; and
WHEREAS, accordingly, the term of the City of Atlantic Beach's agreement with the Boys' and
Girls' Clubs of Northeast Florida, Inc., shall be for four years, unless sooner terminated by either party in
accordance with the terms of the agreement.
NOW, THEREFORE, be it resolved by the City Commission of the City of Atlantic
Beach as follows:
Section 1. The City Commission hereby authorizes the agreement (Exhibit A) between the
City of Atlantic Beach and the Boys' and Girls' Clubs of Northeast Florida, Inc., for afterschool and
Page l of 2 Resolution No. 23-23
summer programming management at Gail Baker Community Center and Jordan Park Community Center.
Section 2. The City Community hereby authorizes the City Manager to execute contracts and
purchase orders in accordance with and as necessary to effectuate the provisions of this Resolution.
Section 3. All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to
the extent of such conflict.
Section 4. This Resolution shall become effective upon passage an adoption.
PASSED AND ADOPTED by the City Commissio of the tlantic Beach, this 241' day
of July, 2023.
01
Curtis Ford, Ma or
Attest:
Donna L. Bartle, City Clerk
Approved as to form and correctness:
Jason City Attorney
Page 2 of 2 Resolution No. 23-23
RESOLUTION 23-23
EXHIBIT A
CONTRACT
BETWEEN
THE CITY OF ATLANTIC BEACH
AND
BOYS' & GIRLS' CLUBS OF NORTHEAST FLORIDA, INC.
FOR
PROGRAMMING MANAGEMENT OF GAIL BAKER COMMUNITY CENTER AND JORDAN
PARK COMMUNITY CENTER
THIS CONTRACT for programming management of GAIL BAKER COMMUNITY CENTER
AND JORDAN PARK COMMUNITY CENTER is made and entered into this day of ,
2023, (the "Effective Date"), by and between the CITY OF ATLANTIC BEACH, a consolidated municipal
corporation and political subdivision existing under the Constitution and laws of the State of Florida, whose
address is 1200 Sandpiper Ln, Atlantic Beach, Florida 32233 (hereinafter the "City"), and BOYS' & GIRLS'
CLUBS OF NORTHEAST FLORIDA, INC., a Florida not for profit corporation whose address is 10 South
Newnan Street, Jacksonville, Florida 32202 (hereinafter "Contractor").
WITNESSETH:
IN CONSIDERATION of the premises and the mutual covenants contained below, and of other good
and valuable consideration acknowledged by the parties to be sufficient, the parties agree as follows:
1. Performance of Services. The Contractor shall provide after-school, summer programming
and related events ("Services") at the Gail Baker Community Center located at 2072 George St, Atlantic Beach
FL, 32233 and at the Jordan Park Community Center located at 1671 Francis Ave, Atlantic Beach FL, 32233.
The Services will be performed by Contractor as specified herein, and the attached Exhibit A and Exhibit B
which are both incorporated herein by reference.
2. Annual Fee. Contractor shall pay City an annual fee of $1.00 for use of the City -owned
properties for the Services and any of its related programs and activities.
3. Maximum Indebtedness. N/A
4. Term and Termination Right. The term of this Contract shall commence on Effective Date,
and shall continue for four (4) years through July 31 st, 2027, unless sooner terminated by either party in
accordance with the terms of this Contract. This Contract may be renewed for two (2) additional four (4) year
periods upon the mutual agreement of the parties in writing. This Contract shall be subject to the following
termination rights by the City:
(a) This Contract may be terminated for any reason whatsoever by the City, upon no less than a
thirty (30) calendar day notice, unless a lesser time is mutually agreed to by both parties.
(b) This Contract may be terminated by the City if the Contractor fails to provide the Services set
forth in this Contract or fails to perform, violates or otherwise breaches any of the other provisions of this
Contract and in such event the City shall provide the Contractor notice of such violation, breach or failure
which the Contractor shall be given five (5) business days to correct. If the matter has not been corrected in
such time period the City in its discretion may terminate this Contract with no less than twenty-four (24) hours
written notice to Contractor.
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5. Contract Documents. This Contract consists of the following documents, which are hereby
incorporated as if fully set forth herein and the parties hereto agree to the terms, provisions, obligations,
benefits and burdens set forth in each:
• This Contract, as modified by any subsequent signed amendments
• Exhibit A entitled BGCNF COAB Partnership Agreement
• Exhibit B titled Additional Provisions
6. Notices. All notices under this Contract shall be in writing and shall be delivered by certified
mail, return receipt requested, or by other delivery with receipt to the following:
As to the City:
Kevin Hogencamp
Deputy, City Manager
800 Seminole Road
Atlantic Beach , Florida 32233
As to the Contractor:
Paul Martinez
Boys' & Girls' Clubs of Northeast Florida, Inc.
555 West 251' Street
Jacksonville, Florida 32206
7. Agreement Managers. Each party will designate a Contract Manager during the term of this
Contract whose responsibility shall be to oversee the party's performance of its duties and obligations pursuant
to the terms of this Contract. As of the Effective Date, City's Contract Manager is Kevin Hogencamp
(khogencamp@coab.us), and Contractor's Contract Manager is Paul Martinez (paulm@bcgnforg_. Each party
shall provide prompt written notice to the other party of any changes to the party's Contract Manager or his or
her contact information; provided, such changes shall not be deemed Contract amendments and may be
provided via email.
8. Entire Agreement. This Contract constitutes the entire agreement between the parties hereto
for the Services to be performed and furnished by Contractor. No statement, representation, writing,
understanding, agreement, course of action, or course of conduct made by either party or any representative of
either party which is not expressed herein shall be binding. Contractor may not unilaterally modify the terms of
this Contract by affixing additional terms to materials delivered to City (e.g., "shrink wrap" terms
accompanying or affixed to a deliverable) or by including such terms on a purchase order or payment
document. Contractor acknowledges that it is entering into this Contract for its own purposes and not for the
benefit of any third party.
9. Amendments. All changes to, additions to, modifications of, or amendments to this Contract
or any of the terms, provisions, and conditions hereof shall be binding only when in writing and signed by the
authorized officer, agent, or representative of each of the parties hereto.
51191816 v2
10. Counterparts. This Contract and all amendments hereto may be executed in several
counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the respective parties hereto have executed this Contract for the purposes
expressed herein effective the day and year first above written.
WITNESS
Print Name:
WITNESS
Print Name:
Form Approved:
General Counsel
51191816 v2
CITY OF ATLANTIC BEACH
LI -5
Print
Name:
Tittle
BOYS' & GIRLS' CLUBS OF NORTHEAST
FLORIDA, INC.
By:
Print Name:
Title:
BOYS & GILLS CLUBS
OF NORTHEAST FLORIDA
"Exhibit A"
Boys & Girls Clubs of Northeast Florida, Inc. (the "Club") and City of Atlantic Beach,
Florida ("COAB" or "City") Contract for Gail Baker and Jordan Park Community
Centers:
• The Club wishes to be the sole provider of after school and summer
programing and related events at the Gail Baker Community Center located
at 2072 George St, Atlantic Beach FL, 32233 and Jordan Park Community
Center located at 1671 Francis Ave, Atlantic Beach FL, 32233 (individually
"Center" and collectively the "Centers").
• The Club will provide After -School Programs that will serve youth ages 5-18
from 2:30pm-7pm M -F and such programs will run consistent and congruent
with the academic year that is required by the Duval County Public Schools
(DCPS) Calendar.
• The Club will host a Summer Camp for 6 Weeks M -F 8am to 5pm during a set
of dates that is approved by the City in writing, in its sole discretion.
• The Club shall provide Full Time staff at the Centers from 10am-7pm M -F and
shall be granted access to the Centers at other times as approved by the City
in writing, in its sole discretion.
• The Club will be granted the use (by the City) of a City vehicle for transporting
youth (if available) and will provide all required Certificate(s) of Insurance for
use of said vehicle(s), in coverage amounts and from qualified insurers as
approved by the City in writing, in its sole discretion.
• The Club shall have access to each Center and shall have priority use of the
interior building as to protect their assets. The Club acknowledges that such
access is not exclusive and such spaces will be shared with the City.
Accordingly, the City shall have no liability whatsoever, and makes no
representations, guarantees or warranties as to the protection of the Club's
assets.
• The Club shall provide a Certificate of Insurance to the City evidencing proof
of insurance for coverage amounts and subject to the requirements set forth
in Exhibit B attached to this Contract, or as otherwise as approved by the City
in writing, in its sole discretion.
51191813 v2
• During Club program hours the Club shall have priority use of the playground,
basketball, and field space with exception given to any current athletic
association as long as they provide a monthly schedule, and with express
exception to the City for any of its needs.
• The Club desires to make cosmetic improvements to the interior of the
Centers which shall be subject to the City's written approval and any required
federal, state or local permits or approvals that may be applicable. The City
will in good faith provide matching funding up to $100,000.00 in total subject
to timelines, processes, requirements and approvals as authorized by the
City.
• The Club Desires to have naming rights of the Centers based on Donor
desires of which will include the phraise "...Boys & Girls Club at Gail Baker
Community Center/Jordan Park" subject to the City's approval in writing,
within 30 days of the request, in its sole discretion.
• The Club Desires to have branding and signage outside of the building and by
the road compliant with all applicable COAB codes, laws, policies or
requirements of which COAB shall have final approval prior to placement.
• COAB shall be responsible for providing all water, sewer, wastewater and
electric utilities and trash pick-up to the sites. COAB shall additionally be
responsible for any building repairs necessary to include but not limited to
HVAC, Roof, appliances etc, that aren't caused by the Club and its members
and to maintain the lawn, irrigation, and landscaping.
• The Club shall ensure all staff and volunteers complete DCF level 2
Background Screenings prior to working with the youth and participants in
its programs. The Club shall comply with all applicable federal, state and local
laws.
51191813 v2
"Exhibit B"
Additional Provisions
Provision of Services. Contractor shall provide City with all of the services and
deliverables described in the Contract and any exhibits thereto (collectively, the
"Services"). If any services, functions or responsibilities are not specifically described in
the Contract or any of its exhibits, but are necessary for the proper performance and
provision of the Services, they shall be deemed to be implied by and included within the
scope of the Services to the same extent and in the same manner as if specifically
described herein.
No Subcontracting. Contractor will not subcontract any of the Services under this
Contract unless such subcontract is approved by the City in writing in its sole discretion.
Compliance with Applicable Laws. Contractor (and if applicable any subcontractors,
representatives or agents) must comply with all applicable federal, state and local laws,
rules and regulations as the same exist and as may be amended from time to time,
including, but not limited to: Chapter 119, Florida Statutes (the Florida Public Records
Law); Section 286.011, Florida Statutes (the Florida Sunshine Law); City of Atlantic Beach
City Charter, Ordinance Code and any of its policies or regulations; All licensing and
certification requirements applicable to performing the Services.
Governing State Law/Severability/Venue/Waiver of Jury Trial. The rights, obligations
and remedies of the parties as specified under the Contract shall be interpreted and
governed in all aspects by the laws of the State of Florida. Should any provision of the
Contract be determined by the courts to be illegal, unenforceable or in conflict with any
applicable law, the validity of the remaining provisions shall not be impaired. Venue for
litigation of the Contract shall be exclusively in courts of competent jurisdiction located
in Jacksonville, Duval County, Florida. The parties waive any and all rights to a jury trial
with respect to disputes arising under the Contract.
Indemnities. The Contractor, and without limitation, its officers, directors, employees,
members, partners, agents, affiliates, sub -consultants, contractors, subcontractors and
representatives, (individually or collectively referred to as the "Indemnifying Parties"),
shall hold harmless, indemnify, and defend the City of Atlantic Beach ("City"), including
without limitation, its officers, directors, members, representatives, affiliates, agents
and employees, successors and assigns (individually or collectively referred to as the
"Indemnified Parties") and shall reimburse the Indemnified Parties from and against:
A. General Tort Liability, including without limitation any and all claims, suits, demands,
judgments, losses, costs, fines, penalties, damages, liabilities and expenses (including all
costs for investigation and defense thereof including, but not limited to, court costs,
reasonable expert witness fees and attorney fees) which may be incurred by, charged to
or recovered from any of the foregoing, (a) arising directly or indirectly out of any of the
51191957 c2
Indemnifying Parties' operations, work or services performed in connection with this
Contract including, but not limited to, any and all claims for damages as a result of the
injury to or death of any person or persons, or damage to or destruction of any property
which arises as a result of any negligent act or omission on the part of the Indemnifying
Parties, regardless of where the damage, injury or death occurred, or (b) arising out of
the failure of the Indemnifying Parties to keep, observe or perform any obligations
under this Contract or in any other document or instrument delivered by the
Indemnifying Parties, pursuant to this Contract); and
B. Violation of Laws Liability, including without limitation, any and all claims, suits,
demands, judgments, losses, costs fines, penalties, damages, liabilities and expenses
(including all costs for investigation and defense thereof including, but not limited to,
court costs, reasonable expert witness fees and attorney fees) arising from, allegedly
arising from or based upon the violation of any federal, state, or municipal laws,
statutes, ordinances, resolutions, rules or regulations, by the Indemnifying Parties or
those under their control; and
C. Liability from Breach of Representations, Warranties and Obligations, including
without limitation any and all claims, suits, demands, judgments, losses, costs, fines,
penalties, damages, liabilities and expenses (including all costs for investigation and
defense thereof including, but not limited to, court costs, reasonable expert witness
fees and attorney fees) which may be incurred by, charged to or recovered from any of
the foregoing, arising directly or indirectly out of (a) any breach of any representation or
warranty made by any of the Indemnifying Parties in connection with this Contract or in
any certificate, document, writing or other instrument delivered by any of the
Indemnifying Parties pursuant to this Contract or (b) any breach of any covenant or
obligation of any of the Indemnifying Parties set forth in this Contract or any other
certificate, document, writing or other instrument delivered by any of the Indemnifying
Parties pursuant to this Contract.
The indemnifications Section Article VI, is separate and apart from, and is in no way
limited by, any insurance provided pursuant to this Contract or otherwise. This provision
of Indemnification shall survive the term of this Contract, and any holdover and/or
Contract extensions thereto, whether such term expires naturally by the passage of time
or is earlier terminated pursuant to the provisions of this Contract.
Protection of Persons and Property.
A. The Contractor must be responsible for initiating, maintaining and supervising all
safety precautions and programs in connection with its Services or performance of its
operations under this Contract.
SIIQ1957 %2
B. The Contractor must comply with all applicable safety laws, ordinances, rules,
regulations, standards and lawful orders bearing on the safety of persons or property or
their protection from damage, injury or loss. Indemnities.
Insurance Requirements. The Contractor shall procure and maintain at all times, at
Contractor's sole expense, insurance of the types, coverages, and amounts not less than
stated below:
Crharlula
Commercial General Liability
(Including Premises Operations and Blanket
Contractual Liability)
Limits
$1,000,000 Each Occurrence
$1,000,000 Products & Completed
Ops Aggregate
$1,000,000 Personal Injury and
Advertising
$2,000,000 General Aggregate
(The City of Atlantic Beach's members, officials, officers, employees and agents, shall be
named as additional insureds under all of the above Commercial General Liability
coverage).
In the event the use of motor vehicles is an integral part of the special event (unless a
separate ordinance is specifically applicable to the automobiles):
Automobile Liability (all automobiles -owned, hired or non-owned)$1,000,000 Combined
Single Limit
In the event the Contractor hires employees or is otherwise required to carry workers'
compensation insurance, the Contractor will provide evidence of workers'
compensation insurance or exemption as required by Florida Workers Compensation
Law as defined in Chapter 440, Florida Statutes. Contractor will assume responsibility for
Contractor's discretion in confirming that all of the Contractor's contractors or
subcontractors engaged in work for the special event have the appropriate workers'
compensation coverage. Such evidence will include evidence of workers' compensation
benefits and employer's liability insurance for the following minimum limits of coverage:
Workers Compensation
Including coverage for any appropriate Federal Acts (e.g. Longshore and Harbor Workers
Compensation Act, 33 USC §§ 901-952, and the Jones Act, 46 USC §§ 688 et seq.) where
activities include liability exposures for events or occurrences covered by Federal
statutes.
Florida Statutory Coverage
11191957 %2
Employer's Liability $100,000 Each
Accident
$500,000 Disease Policy Limit
$100,000 Each Employee/Disease
In the event that any services or activities of a professional nature are provided, and the
City determines that coverage is necessary:
Professional Liability (Errors and Omissions) $1,000,000 Each Occurrence/Claim
In the event that children will be supervised in connection with the event and the City
determines that coverage is necessary:
Sexual Molestation Liability $1,000,000 Each Occurrence/Claim
Participants - The Contractor shall assume all responsibility for Contractor's discretion in
obtaining, if any, insurance from any contributing participants and subcontractors (such
as caterers, vendors, production companies, sponsors) in the types and amounts
necessary to adequately protect the City and the City's members, officials, officers,
employees and agents.
Primary and Non -Contributory - The Contractor's insurance will apply on a primary basis
and will not require contribution from any insurance or self-insurance maintained by the
City.
Deductibles - The deductibles of the insurance policies applicable here shall be deemed
customary and the responsibility of the Contractor.
Additional Insured - The Contractor's insurance, except workers' compensation and any
additional coverages where it is unavailable, will name the City of Atlantic Beach and
City's members, official, officers, employees and agents, as additional insureds under all
insurance coverages required for the special event.
Reporting Provision - The Contractor's insurance shall be provided on an occurrence
form. In the event that coverage is only available on a claims made form, the Contractor
shall agree to maintain an extended reporting coverage for a minimum of two years past
the expiration of the annual policy term.
Duration - Notwithstanding anything to the contrary, the Contractor's liabilities
intended to be covered by the insurance coverage(s) required under this section shall
51191957 Q
survive and not be terminated, reduced or otherwise limited by any expiration or
termination of particular policies for insurance coverages.
Sovereign Entities - State and federal agencies eligible for sovereign immunity may
submit a statement of self-insurance for liability as allowed by the applicable state or
federal statute. Such statement will be acceptable in place of insurance requirements
defined herein.
Financial Responsibility - Contractor shall obtain insurance by an insurer holding a
current certificate of authority pursuant to Chapter 624, Florida Statutes, or a company
that is declared as an approved Surplus Lines carrier under Chapter 626, Florida
Statutes. Such insurance shall be written by an insurer with an A.M. Best Rating of A -VII
or better. Contractor must maintain continuation of the required insurance throughout
the special event, which includes load -in, setup, tear down, and load -out.
Evidence of Financial Responsibility - Contractor must provide a certificate of insurance
to the City, demonstrating the maintenance of the required insurance including the
additional insured endorsement, no later than 10 days after the conditional approval.
Upon written request, the Contractor shall make its insurance policies and
endorsements available to the Clty. The City shall approve the Contractor's insurance if
it complies with this section's requirements, including, if any, additional insurance
coverages deemed necessary by the City. No material alteration or cancellation,
including expiration and non -renewal of Contractor's insurance, shall be effective until
30 days after receipt of written notice by the City from the Contractor or the
Contractor's insurance company.
Discretionary Authority - Depending upon the nature of any aspect of any event and its
accompanying exposures and liabilities, the City may, at its sole option, require
additional insurance coverages not listed above, in amounts responsive to those
liabilities, which may or may not require that the City also be named as an additional
insured.
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