HomeMy WebLinkAbout2005 07 11 Consent Item 206- Recreation Program Agreement W/US Lacrosse AKA Seminole Lacrosse Club
COMMISSION AGENDA
ITEM 206
Consent X
Informational
Public Hearing
Regular
July 11, 2005
Regular Meeting
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Mgr. / Dept.
Authorization
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REQUEST: The Parks and Recreation Department requesting the City Commission to
authorize the City Manager to execute the City of Winter Springs Recreation
Program Agreement with US Lacrosse AKA Seminole Lacrosse Club.
PURPOSE: The purpose of this item is to obtain Commission approval to execute the
Agreement necessary to partner with US Lacrosse AKA Seminole Lacrosse Club.
CONSIDERATIONS:
. The US Lacrosse AKA Seminole Lacrosse Club has been conducting youth Lacrosse
programs for the youth of the Winter Springs area. They desire to partner with the City of
Winter Springs with a Two (2) Year Agreement.
. The Lacrosse League will conduct a sports camp each year to provide increased revenue for
the city.
. The Parks and Recreation Department desires to provide facilities owned by or scheduled by
the City of Winter Springs for games and practices and to enhance youth sports through
program promotions, background checks and coaches certification.
. The Parks and Recreation Department will provide Trotwood Park and Central Winds
expansion property for practices and games.
. The partnership between Parks and Recreation and the major youth sports providers has been
mutually beneficial to meet the youth sports needs of the city residents.
. Staff and the City Attorney have reviewed the Agreement and recommend approval.
Consent Agenda Item 206
July 11, 2005
Page 2
FUNDING:
The program will provide to the City of Winter Springs approximately $4,000.00 per year. In
return Parks and Recreation will provide printing and mailing of brochures, phone line with
voice mail, criminal history background checks and coach's certification for coaches.
Projected total revenue from all Six (6) agreements is $50,000.00 per year. Total expenses are
$44,173.00 per year. Total net revenue to City is $5,827 per year.
RECOMMENDA TIONS:
Staff is recommending approval to authorize the City Manager to execute the City of Winter
Springs Recreational Program Agreement with US Lacrosse AKA Seminole Lacrosse Club.
IMPLEMENT A TION SCHEDULE:
July 12,2005 Promotion of Lacrosse Program.
A TT ACHMENTS:
#1 city of Winter Springs Recreational Program Agreement with the US Lacrosse
AKA Seminole Lacrosse Club
COMMISSION ACTION:
ATTACHMENT #1
CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
THIS AGREEMENT, made and entered into this 15th day of July, 2005, by and
between the City of Winter Springs, a Florida municipal corporation (the "City"), and
Seminole Lacrosse League an affiliate of US Lacrosse-Orlando, Inc., a Florida not for profit
corporation ("Lacrosse Club").
WIT N E SSE T H:
WHEREAS, the City has certain public recreational facilities available for use by the
public; and
WHEREAS, the Lacrosse Club is desirous of offering a public recreational program
for the benefit of the public using the recreational facilities available to the City; and
WHEREAS, the City is willing to permit the Lacrosse Club program to take place at
the Central Winds Park and Trotwood Park and other City recreational facilities located
within the City of Winter Springs, Florida.
NOW, THEREFORE, in consideration of the mutual covenants and provisions
hereof, and other good and valuable consideration, the receipt and sufficiency all of which
are hereby acknowledged, the parties desire to be legally bound by the terms and
conditions of this agreement as follows:
1.0 Recitals. The foregoing recitals are hereby incorporated herein in their entirety
by this reference.
2.0 Term of Agreement. The term of this Agreement shall commence on August
1,2005, and end on July 31,2007.
3.0 School Board Contract. The Lacrosse Club hereby acknowledges that the
City and the School Board of Seminole County have entered into that certain agreement
that permits the City to utilize facilities owned by the School Board of Seminole County.
The Lacrosse Club agrees that its use of any facilities owned by the School Board are
subject to the terms and conditions of that agreement between the City and the School
Board of Seminole County.
4.0 Program and Additional Services Conducted by the Lacrosse Club. The
Lacrosse Club shall provide and promote a Lacrosse program to enhance the existing
recreational programs offered by the City. The program shall include, but shall not be
limited to, a fall and spring Lacrosse league for participants ages 4 through 19, a travel and
tournament Lacrosse team, a Lacrosse camp, motivational seminars, and other
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recreational type special events. Camps and clinics shall include, but not be limited to,
clinics for youth, teams, coaches, officials, parents, and Special Olympics. Special events
shall include, but not be limited to, Lacrosse cup games, playoff games, championship
games, invitational games, fundraisers and a dribble, pass and shoot competition. Unless
otherwise provided in this Agreement, the aforesaid programs shall hereinafter be referred
to as Programs. The Lacrosse Club shall not deviate from the Programs set forth in this
agreement without the prior written consent of the City. Programs should be held during
non-school hours.
4.1 The Lacrosse Club shall also provide any and all additional services and
equipment necessary for the Program including, but not limited to: (i) providing
administrative personnel to collect fees, forms, and answer telephone inquiries regarding
Programs; (ii) providing coaches, referees, speakers, competition judges, scorers, and
administrative and support personnel to operate the Programs; (iii) providing all equipment
necessary to participate in the Programs, such as Lacrosse balls, training aids, camp
equipment, materials; (iv) providing uniforms to participants which shall have the City of
Winter Springs League logo on all league, camp, and clinic shirts; (v) providing trophies,
certificates, and other give away items; (vi) providing all schedules and league handouts;
(vii) providing for the set up of all fields and equipment necessary for the Programs; and
(viii) providing for the clean-up and removal of all equipment and trash and debris brought
to City facilities by the Lacrosse Club and their guests, invitees, spectators, participants
and personnel (clean-up shall be completed as soon as practicable after each Program).
5.0 Certificates. Upon execution of this Agreement by the Lacrosse Club, and
as a continuing obligations hereunder, the Lacrosse Club shall provide copies to the City of
all occupational licenses, competency cards, or certificates necessary for the performance
of the Programs.
6.0 Program Materials; Sale of Non-Food Items. The Lacrosse Club shall be
permitted to distribute programs, pictures, advertising and other promotional materials
regarding the Programs. The Lacrosse Club shall also be permitted to sell and distribute
food or drink items during the course of any Program only upon prior written request and
approval of the City. The Lacrosse Club may also offer awards or trophies to Program
participants that successfully complete or win contests or other events conducted as part of
this Agreement.
7.0 Use of Facilities; City Services. The Lacrosse Club shall offer the
Programs at the Central Winds Park and Trotwood Park, and at other designated City
owned or controlled facilities that may be authorized by the City for use by the Lacrosse
Club. The Lacrosse Club agrees that they will not use any other City facility unless
authorized pursuant to this Agreement. In addition, the City will provide the following
services: (i) coordinate with the Lacrosse Club to conduct the Programs; (ii) provide a
criminal background check for the Lacrosse Club personnel; (iii) provide printing and
mailing of program information & brochures; (iv) provide a phone line with voice mail for
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the Lacrosse Club league information; and (v) provide coaches certification for the league
coaches.
8.0 Compensation. For the use of the City facilities and receipt of City services
set forth in paragraph 7.0 of this Agreement, the Lacrosse Club agrees to pay
compensation to the City as follows:
8.1 Twenty percent (20%) of all monies collected or an equal amount for the
registration and enrollment of a person into Program at the beginning of each season.
Non-resident fees established by the commission are $5.00 per person per season for all
registrations.
8.2 The Lacrosse Club shall be responsible for collecting any and all fees
necessary for a person to register and participate in a Program. The Lacrosse Club shall
also retain copies of all receipts issued to participants for the payment of said fees.
8.3 The first payment of the registration fees and non-residents fees shall be paid
to the City by the beginning of the Fall, Winter, Spring, or Summer seasons along with non-
residents identified and a complete listing of Program participants to include the name,
address, and phone number only, and what Program the participant is participating in. All
subsequent payments of collected registration fees, if any, shall be paid by the last day of
each month thereafter. Failure to make payments within the time proscribed shall result in
a five percent (5%) late fee being added to the payment amount. The late fee shall be paid
with the payment of registration fees.
8.4 Within three (3) business days following the termination of this Agreement,
the Lacrosse Club shall provide the City a revenue and expenditure report, which shall set
forth the revenues, collected and all expenditures resulting from operating any and all
Programs. The City reserves the right to demand an additional payment of compensation
from the Lacrosse Club if the report shows any discrepancy in the amount of revenue
generated by the Lacrosse Club and any previous payments actually paid to the City under
this Agreement.
9.0 Reimbursement of Expenses. Reimbursement of any and all actual
expenses incurred by the City in assisting the Lacrosse Club regarding any Program
offered by the Lacrosse Club including, but not limited to, field rental, and
supervision/maintenance. The City will provide the Lacrosse Club a written invoice(s)
itemizing these expenses and payment shall be made by the Lacrosse Club within thirty
(30) days of receiving the invoice.
10.0 Disorderly Conduct, Alcohol and Controlled Substances. The Lacrosse
Club shall not permit any guests, invitees, employees, agents, or other Program
participants to engage in any disorderly conduct or criminal conduct while participating in
any Program. The Lacrosse Club shall promote good sportsmanship to all Program
participants. The City representative responsible for the partnerships is the Recreation
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Supervisor, he has the authority and responsibility to investigate and resolve complaints
and other inquires from the public, suspend coaches, players or parents from games or
facilities The use of alcoholic
beverages or illegal controlled substances by Program participants and the Lacrosse Club
prior to, during, or after any Program shall be strictly prohibited.
11.0 Status Conferences. At the request of the City, the Lacrosse Club shall
attend status conferences with the City for purposes of evaluating the status of any
Program. The date and time of the status conferences shall be by mutual agreement of
the parties.
12.0 Independent Contractor, Hiring of Personnel. The Lacrosse Club shall be
considered an independent contractor under this Agreement. The Lacrosse Club shall be
solely responsible and liable for hiring and retaining all of its employees, personnel,
contractors, coaches, and volunteers.
13.0 Indemnification and Hold Harmless. The Lacrosse Club shall indemnify
and hold harmless the City and its employees, officers, attorneys, agents, and contractors
from and against all claims, losses, damages, personal injuries (including but not limited to
death), or liability to the person or property (including reasonable attorney's fees through
any and all administrative, trial, post judgment and appellate proceedings), directly or
indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising
out of or resulting from the Lacrosse Club's scheduling, permitting, promoting, maintaining,
supervising, managing, coordinating, and conducting any Program under this Agreement.
The indemnification provided above shall obligate the name the Lacrosse Club to
defend at its own expense or to provide for such defense, at the option of the City, as the
case may be, of any and all claims of liability and all suits and actions of every name and
description that may be brought against the City or its employees, attorneys, and officers
which may result from the Lacrosse Club's performance under this Agreement whether
performed by the Lacrosse Club, or anyone directly or indirectly employed, controlled,
supervised, or directed by the Lacrosse Club. In all events the City shall be permitted to
choose legal counsel of its sole choice, the fees for which shall be subject to and included
with this indemnification provided herein, as long as said fees are considered reasonable
within the Central Florida area.
14.0 Assignment. This Agreement shall not be assigned by any party without
the prior
written consent of all of the parties hereto.
15.0 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio orvideo tape, photograph, or other writing of
the Lacrosse Club related, directly or indirectly, to this Agreement, may be deemed to be a
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Public Record whether in the possession or control of the City or the Lacrosse Club. Said
record, document, computerized information and program, audio or video tape,
photograph, or other writing of the Lacrosse Club is subject to the provisions of Chapter
119, Florida Statutes, and may not be destroyed without the specific written approval of the
City Manager. Upon request by the City, the Lacrosse Club shall promptly supply copies of
said public records to the City. All books, cards, registers, receipts, documents, and other
papers in connection with this Agreement shall at any and all reasonable times during the
normal business hours of the Lacrosse Club be open and freely exhibited to the City for the
purpose of examination and/or audit.
16.0 General Liability Insurance. For the Programs performed hereunder, the
Lacrosse Club shall purchase and maintain, at its own expense, such general liability
insurance to cover claims for damages because of bodily injury or death of any person or
property damage arising in any way out of the Programs performed by the Lacrosse Club
under this Agreement. The insurance shall have minimum limits of coverage of
$1,000,000.00 per occurrence combined single limit for bodily injury liability and property
damage liability. All insurance coverage shall be with insurer(s) approved by the City and
licensed by the State of Florida to engage in the business of writing of insurance. The City
shall be named on the foregoing insurance policies as "additional insured." The Lacrosse
Club shall cause its insurance carriers to furnish insurance certificates and endorsements
specifying the types and amounts of coverage in effect pursuant hereto, the expiration
dates of such policies, and a statement that no insurance under such policies will be
canceled without thirty (30) days prior written notice to the City in compliance with other
provisions of this Agreement. If the City has any objection to the coverage afforded by or
other provision of the insurance required to be purchased and maintained by the Lacrosse
Club in accordance with this paragraph on the basis of its not complying with the
Agreement, the City shall notify the Lacrosse Club in writing thereof within thirty (30) days
of the date of delivery of such certificates and endorsements to the City. The Lacrosse
Club shall continuously maintain such insurance in the amounts, type, and quality as
required by this paragraph.
17.0 Modification.
writing signed by both parties.
Modifications of this Agreement shall only be made in
18.0 Compliance with Laws. The Lacrosse Club shall comply with all local,
state, and federal laws and regulations that are applicable to the operation of its business
and in the performance of any Program. The Lacrosse Club acknowledges and agrees
that it will take any and all reasonable and prudent steps necessary to be informed and
advised of all applicable local, state, and federal laws and regulations affecting its business
and performance of any Program.
19.0 Due Diligence. The Lacrosse Club acknowledges that they have
investigated prior to the execution of this Agreement and satisfied themselves as to the
conditions affecting the City's facilities that will or may be utilized by the Lacrosse Club to
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conduct the Programs, the availability of materials and labor, the cost thereof, the
requirements to obtain necessary insurance, permits, equipment, and the steps necessary
to complete the Programs. The Lacrosse Club warrants unto the City that they have the
competence and abilities to carefully, professionally, and faithfully complete the Programs
in the manner and within the time limits proscribed herein. The Lacrosse Club will perform
the Programs with due and reasonable diligence consistent with sound professional and
labor practices.
20.0 Time is of the Essence. Time is of the essence of this Agreement.
21.0 Third Party Rights. This Agreement is not a third party beneficiary contract
and shall not in any respect whatsoever create any rights on behalf of any party not
expressly a party to this Agreement.
22.0 Further Assurances. From and after the execution of this Agreement, each
of the parties hereto shall fully cooperate with each other and perform any further act(s)
and execute and deliver any further documents which may be necessary or desirable in
order to carry out the purposes and intentions of this Agreement.
23.0 Severability. If any provision of this Agreement is held to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless remain in full force and effect,
unless the absence of the invalid, void or unenforceable provision or provisions causes this
Agreement to fail in its essential purposes.
24.0 Governing Law and Venue. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida. The parties further agree that
in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in
the trial courts located in Seminole County, Florida, for state actions and Orlando, Florida,
for federal actions. Any objections as to jurisdiction or venue in such courts being
expressly waived.
25.0 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the prevailing party in such
litigation or controversy shall be entitled to recover from the other party or parties all
reasonable attorney's fees and paralegal fees, expenses and suit costs, including those
associated with any appellate or post-judgment collection proceedings.
26.0 Non-Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or
any other right, unless otherwise expressly provided herein.
27.0 Notices. Any notice, request, instruction, or other document to be given as
part of this Agreement shall be in writing and shall be deemed given under the following
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circumstances: when delivered in person; or three (3) business days after being
deposited in the United States Mail, postage prepaid, certified or registered; or the next
business day after being deposited with a recognized overnight mail or courier delivery
service; or when transmitted by facsimile or telecopy transmission, with receipt
acknowledged upon transmission; and addressed as follows (or to such other person or at
such other address, of which any party hereto shall have given written notice as provided
herein):
To City:
City of Winter Springs
Attn: Parks And Recreation Department
Mr. Chuck Pula, Director
1000 E. State Road 434
Winter Springs, Florida 32708
PH: (407) 327-4761
FAX: (407) 327-4763
To Lacrosse Club:
Seminole Lacrosse League
An affiliate of USLacrosse-Orlando, Inc.
A Florida Not for Profit Corporation
Lehn Abrams
605 East Robinson Street, Suite 730
Orlando, Florida 32801
PH: (407) 841-1550
28.0 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same instrument.
29.0 Standard of Care. In performing the Programs, the Lacrosse Club shall use
that degree of care and skill ordinarily exercised, under similar circumstances by reputable
members of their professions practicing in the same or similar locality. The Lacrosse Club
shall take all necessary and reasonable precautions to protect the program participants
and the public from being injured during the Programs.
30.0 Termination. This Agreement may be terminated by either party with thirty
(30) days written notice. If this Agreement is terminated by either party, the indemnification
provision contained in paragraph 12.0 of this Agreement shall remain in full force and effect
for any claims, losses, damages, personal injuries, or liability which may occur under this
Agreement. The Lacrosse Club shall also immediately pay all compensation due to the
City pursuant to paragraph 8.0 of this Agreement.
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31.0 Lacrosse Club Signatory. The undersigned person executing this Agreement
on behalf of the Lacrosse Club hereby represents and warrants that he has the full
authority to sign the Agreement on behalf of the Lacrosse Club and that he has the
authority to fully bind the Lacrosse Club to the terms and conditions set forth in this
Agreement.
32.0 Interpretation. The City and the Lacrosse Club have participated in the
drafting of all parts of this Agreement. As a result, it is the intent of the parties that no
portion of this Agreement shall be interpreted more harshly against either of the parties as
the drafter.
33.0 Entire Agreement. The drafting, execution, and delivery of this Agreement by
the parties has been induced by no representations, statements, warranties, or agreements
other than those expressed herein. This Agreement represents the entire and integrated
Agreement between the parties and supersedes all prior negotiations, representations, or
Agreements, either oral or written, and all such matters shall be deemed merged into this
Agreement.
34.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed
as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes,
or other limitations imposed on the City's potential liability under state or federal law.
35.0 Use of Central Winds Park and Trotwood Park Facilities. The City of
Winter Springs will provide practice times at Trotwood Park and Central Winds Park
Expansion and game times at Central Winds Park during the regular Lacrosse season
based on game play times for each age group for the fall and spring seasons.
36.0 No Guarantee by City. Nothing contained in this agreement shall be
construed as a guarantee for the use of any City owned or maintained facility. The parties
fully understand and agree that City owned or maintained facilities may not be suitable, at
the discretion of the City for play or practice due to inclement weather, lightning, vandalism,
emergencies, acts of God, hazardous conditions, or any other circumstances that the City
deems could injure the participants or damage the facilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year written above.
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CITY:
CITY OF WINTER SPRINGS
By:
Ronald W. McLemore, City Manager
Date:
LACROSSE CLUB:
Seminole Lacrosse League
An affiliate of USLacrosse-Orlando, Inc.
A Florida Not for Profit Corporation
By:
Date:
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CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
THIS AGREEMENT, made and entered into this 15th day of July, 2005, by and
between the City of Winter Springs, a Florida municipal corporation (the "City"), and Seminole
Lacrosse League an affiliate of USLacrosse-Orlando, Inc., a Florida not for profit corporation
("Lacrosse Club").
WIT N E SSE T H:
WHEREAS, the City has certain public recreational facilities available for use by the
public; and
WHEREAS, the Lacrosse Club is desirous of offering a public recreational program for
the benefit of the public using the recreational facilities available to the City; and
WHEREAS, the City is willing to permit the Lacrosse Club program to take place at the
Central Winds Park and Trotwood Park and other City recreational facilities located within the
City of Winter Springs, Florida.
NOW, THEREFORE, in consideration of the mutual covenants and provisions hereof,
and other good and valuable consideration, the receipt and sufficiency all of which are hereby
acknowledged, the parties desire to be legally bound by the terms and conditions of this
agreement as follows:
1.0 Recitals. The foregoing recitals are hereby incorporated herein in their entirety by
this reference.
2.0 Term of Agreement. The term of this Agreement shall commence on August 1,
2005, and end on July 31,2007.
3.0 School Board Contract. The Lacrosse Club hereby acknowledges that the City
and the School Board of Seminole County have entered into that certain agreement that permits
the City to utilize facilities owned by the School Board of Seminole County. The Lacrosse Club
agrees that its use of any facilities owned by the School Board are subject to the terms and
conditions of that agreement between the City and the School Board of Seminole County.
4.0 Program and Additional Services Conducted by the Lacrosse Club. The
Lacrosse Club shall provide and promote a Lacrosse program to enhance the existing recreational
programs offered by the City. The program shall include, but shall not be limited to, a fall and
spring Lacrosse league for participants ages 4 through 19, a travel and tournament Lacrosse team,
Page 1 of9
a Lacrosse camp, motivational seminars, and other recreational type special events. Camps and
clinics shall include, but not be limited to, clinics for youth, teams, coaches, officials, parents,
and Special Olympics. Special events shall include, but not be limited to, Lacrosse cup games,
playoff games, championship games, invitational games, fundraisers and a dribble, pass and
shoot competition. Unless otherwise provided in this Agreement, the aforesaid programs shall
hereinafter be referred to as Programs. The Lacrosse Club shall not deviate from the Programs
set forth in this agreement without the prior written consent ofthe City. Programs should be held
during non-school hours.
4.1 The Lacrosse Club shall also provide any and all additional services and equipment
necessary for the Program including, but not limited to: (i) providing administrative personnel to
collect fees, forms, and answer telephone inquiries regarding Programs; (ii) providing coaches,
referees, speakers, competition judges, scorers, and administrative and support personnel to
operate the Programs; (iii) providing all equipment necessary to participate in the Programs, such
as Lacrosse balls, training aids, camp equipment, materials; (iv) providing uniforms to
participants which shall have the City of Winter Springs League logo on all league, camp, and
clinic shirts; (v) providing trophies, certificates, and other give away items; (vi) providing all
schedules and league handouts; (vii) providing for the set up of all fields and equipment
necessary for the Programs; and (viii) providing for the clean-up and removal of all equipment
and trash and debris brought to City facilities by the Lacrosse Club and their guests, invitees,
spectators, participants and personnel (clean-up shall be completed as soon as practicable after
each Program).
5.0 Certificates. Upon execution of this Agreement by the Lacrosse Club, and as a
continuing obligations hereunder, the Lacrosse Club shall provide copies to the City of all
occupational licenses, competency cards, or certificates necessary for the performance of the
Programs.
6.0 Program Materials; Sale of Non-Food Items. The Lacrosse Club shall be
permitted to distribute programs, pictures, advertising and other promotional materials regarding
the Programs. The Lacrosse Club shall also be permitted to sell and distribute food or drink
items during the course of any Program only upon prior written request and approval of the City.
The Lacrosse Club may also offer awards or trophies to Program participants that successfully
complete or win contests or other events conducted as part of this Agreement.
7.0 Use of Facilities; City Services. The Lacrosse Club shall offer the Programs at
the Central Winds Park and Trotwood Park, and at other designated City owned or controlled
facilities that may be authorized by the City for use by the Lacrosse Club. The Lacrosse Club
agrees that they will not use any other City facility unless authorized pursuant to this Agreement.
In addition, the City will provide the following services: (i) coordinate with the Lacrosse Club to
conduct the Programs; (ii) provide a criminal background check for the Lacrosse Club
personnel; (iii) provide printing and mailing of program information & brochures; (iv) provide
Page 20f9
a phone line with voice mail for the Lacrosse Club league information; and (v) provide coaches
certification for the league coaches.
8.0 Compensation. For the use of the City facilities and receipt of City services set
forth in paragraph 7.0 of this Agreement, the Lacrosse Club agrees to pay compensation to the
City as follows:
8.1 Twenty percent (20%) of all monies collected or an equal amount for the
registration and emollment of a person into Program at the beginning of each season. Non-
resident fees established by the commission are $5.00 per person per season for all registrations.
8.2 The Lacrosse Club shall be responsible for collecting any and all fees necessary
for a person to register and participate in a Program. The Lacrosse Club shall also retain copies
of all receipts issued to participants for the paYment of said fees.
8.3 The first payment of the registration fees and non-residents fees shall be paid to
the City by the beginning of the Fall, Winter, Spring, or Summer seasons along with non-
residents identified and a complete listing of Program participants to include the name, address,
and phone number only, and what Program the participant is participating in. All subsequent
payments of collected registration fees, if any, shall be paid by the last day of each month
thereafter. Failure to make payments within the time proscribed shall result in a five percent
(5%) late fee being added to the payment amount. The late fee shall be paid with the payment of
registration fees.
8.4 Within three (3) business days following the termination of this Agreement, the
Lacrosse Club shall provide the City a revenue and expenditure report, which shall set forth the
revenues, collected and all expenditures resulting from operating any and all Programs. The City
reserves the right to demand an additional paYment of compensation from the Lacrosse Club if
the report shows any discrepancy in the amount of revenue generated by the Lacrosse Club and
any previous payments actually paid to the City under this Agreement.
9.0 Reimbursement of Expenses. Reimbursement of any and all actual expenses
incurred by the City in assisting the Lacrosse Club regarding any Program offered by the
Lacrosse Club including, but not limited to, field rental, and supervision/maintenance. The City
will provide the Lacrosse Club a written invoice(s) itemizing these expenses and payment shall
be made by the Lacrosse Club within thirty (30) days of receiving the invoice.
10.0 Disorderly Conduct, Alcohol and Controlled Substances. The Lacrosse Club
shall not permit any guests, invitees, employees, agents, or other Program participants to engage
in any disorderly conduct or criminal conduct while participating in any Program. The Lacrosse
Club shall promote good sportsmanship to all Program participants. The City representative
responsible for the partnerships is the Recreation Supervisor, he has the authority and
responsibility to investigate and resolve complaints and other inquires from the public, suspend
Page 3 of9
coaches, players or parents from games or facilities
Director. The use of alcoholic beverages or illegal controlled substances by Program participants
and the Lacrosse Club prior to, during, or after any Program shall be strictly prohibited.
11.0 Status Conferences. At the request of the City, the Lacrosse Club shall attend
status conferences with the City for purposes of evaluating the status of any Program. The date
and time of the status conferences shall be by mutual agreement of the parties.
12.0 Independent Contractor, Hiring of Personnel. The Lacrosse Club shall be
considered an independent contractor under this Agreement. The Lacrosse Club shall be solely
responsible and liable for hiring and retaining all of its employees, personnel, contractors,
coaches, and volunteers.
13.0 Indemnification and Hold Harmless. The Lacrosse Club shall indemnify and
hold harmless the City and its employees, officers, attorneys, agents, and contractors from and
against all claims, losses, damages, personal injuries (including but not limited to death), or
liability to the person or property (including reasonable attorney's fees through any and all
administrative, trial, post judgment and appellate proceedings), directly or indirectly arising from
the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from the
Lacrosse Club's scheduling, permitting, promoting, maintaining, supervising, managing,
coordinating, and conducting any Program under this Agreement.
The indemnification provided above shall obligate the name the Lacrosse Club to defend
at its own expense or to provide for such defense, at the option of the City, as the case may be, of
any and all claims of liability and all suits and actions of every name and description that may be
brought against the City or its employees, attorneys, and officers which may result from the
Lacrosse Club's performance under this Agreement whether performed by the Lacrosse Club, or
anyone directly or indirectly employed, controlled, supervised, or directed by the Lacrosse Club.
In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for
which shall be subject to and included with this indemnification provided herein, as long as said
fees are considered reasonable within the Central Florida area.
14.0 Assignment. This Agreement shall not be assigned by any party without the
pnor
written consent of all of the parties hereto.
15.0 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Lacrosse Club related, directly or indirectly, to this Agreement, may be deemed to be a Public
Record whether in the possession or control of the City or the Lacrosse Club. Said record,
document, computerized information and program, audio or video tape, photograph, or other
Page 4 of9
writing of the Lacrosse Club is subject to the provisions of Chapter 119, Florida Statutes, and
may not be destroyed without the specific written approval of the City Manager. Upon request
by the City, the Lacrosse Club shall promptly supply copies of said public records to the City.
All books, cards, registers, receipts, documents, and other papers in connection with this
Agreement shall at any and all reasonable times during the normal business hours of the Lacrosse
Club be open and freely exhibited to the City for the purpose of examination and/or audit.
16.0 General Liability Insurance. For the Programs performed hereunder, the Lacrosse
Club shall purchase and maintain, at its own expense, such general liability insurance to cover
claims for damages because of bodily injury or death of any person or property damage arising in
any way out of the Programs performed by the Lacrosse Club under this Agreement. The
insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined
single limit for bodily injury liability and property damage liability. All insurance coverage shall
be with insurer(s) approved by the City and licensed by the State of Florida to engage in the
business of writing of insurance. The City shall be named on the foregoing insurance policies
as "additional insured." The Lacrosse Club shall cause its insurance carriers to furnish
insurance certificates and endorsements specifying the types and amounts of coverage in effect
pursuant hereto, the expiration dates of such policies, and a statement that no insurance under
such policies will be canceled without thirty (30) days prior written notice to the City in
compliance with other provisions of this Agreement. If the City has any objection to the
coverage afforded by or other provision of the insurance required to be purchased and
maintained by the Lacrosse Club in accordance with this paragraph on the basis of its not
complying with the Agreement, the City shall notify the Lacrosse Club in writing thereof
within thirty (30) days of the date of delivery of such certificates and endorsements to the City.
The Lacrosse Club shall continuously maintain such insurance in the amounts, type, and
quality as required by this paragraph.
17.0 Modification.
writing signed by both parties.
Modifications of this Agreement shall only be made III
18.0 Compliance with Laws. The Lacrosse Club shall comply with all local, state,
and federal laws and regulations that are applicable to the operation of its business and in the
performance of any Program. The Lacrosse Club acknowledges and agrees that it will take any
and all reasonable and prudent steps necessary to be informed and advised of all applicable local,
state, and federal laws and regulations affecting its business and performance of any Program.
19.0 Due Diligence. The Lacrosse Club acknowledges that they have investigated
prior to the execution of this Agreement and satisfied themselves as to the conditions affecting
the City's facilities that will or may be utilized by the Lacrosse Club to conduct the Programs, the
availability of materials and labor, the cost thereof, the requirements to obtain necessary
insurance, permits, equipment, and the steps necessary to complete the Programs. The Lacrosse
Club warrants unto the City that they have the competence and abilities to carefully,
Page 5 of9
professionally, and faithfully complete the Programs in the manner and within the time limits
proscribed herein. The Lacrosse Club will perform the Programs with due and reasonable
diligence consistent with sound professional and labor practices.
20.0 Time is of the Essence. Time is of the essence of this Agreement.
21.0 Third Party Rights. This Agreement is not a third party beneficiary contract and
shall not in any respect whatsoever create any rights on behalf of any party not expressly a party
to this Agreement.
22.0 Further Assurances. From and after the execution of this Agreement, each of the
parties hereto shall fully cooperate with each other and perform any further act(s) and execute
and deliver any further documents which may be necessary or desirable in order to carry out the
purposes and intentions of this Agreement.
23.0 Severability. If any provision of this Agreement is held to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless
the absence of the invalid, void or unenforceable provision or provisions causes this Agreement
to fail in its essential purposes.
24.0 Governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. The parties further agree that in any dispute
between them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located
in Seminole County, Florida, for state actions and Orlando, Florida, for federal actions. Any
objections as to jurisdiction or venue in such courts being expressly waived.
25.0 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the prevailing party in such litigation
or controversy shall be entitled to recover from the other party or parties all reasonable attorney's
fees and paralegal fees, expenses and suit costs, including those associated with any appellate or
post-judgment collection proceedings.
26.0 Non-Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any
other right, unless otherwise expressly provided herein.
27.0 Notices. Any notice, request, instruction, or other document to be given as part of
this Agreement shall be in writing and shall be deemed given under the following circumstances:
when delivered in person; or three (3) business days after being deposited in the United States
Mail, postage prepaid, certified or registered; or the next business day after being deposited with
a recognized overnight mail or courier delivery service; or when transmitted by facsimile or
telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows
Page 60f9
(or to such other person or at such other address, of which any party hereto shall have given
written notice as provided herein):
To City:
City of Winter Springs
Attn: Parks And Recreation Department
Mr. Chuck Pula, Director
1000 E. State Road 434
Winter Springs, Florida 32708
PH: (407) 327-4761
FAX: (407) 327-4763
To Lacrosse Club:
Seminole Lacrosse League
An affiliate of US Lacrosse-Orlando, Inc.
A Florida Not for Profit Corporation
Lehn Abrams
605 East Robinson Street, Suite 730
Orlando, Florida 32801
PH: (407) 841-1550
28.0 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered, shall be an original; but such counterparts shall
together constitute but one and the same instrument.
29.0 Standard of Care. In performing the Programs, the Lacrosse Club shall use that
degree of care and skill ordinarily exercised, under similar circumstances by reputable members
of their professions practicing in the same or similar locality. The Lacrosse Club shall take all
necessary and reasonable precautions to protect the program participants and the public from
being injured during the Programs.
30.0 Termination. This Agreement may be terminated by either party with thirty (30)
days written notice. If this Agreement is terminated by either party, the indemnification
provision contained in paragraph 12.0 of this Agreement shall remain in full force and effect for
any claims, losses, damages, personal injuries, or liability which may occur under this
Agreement. The Lacrosse Club shall also immediately pay all compensation due to the City
pursuant to paragraph 8.0 of this Agreement.
31.0 Lacrosse Club Signatory. The undersigned person executing this Agreement on
behalf of the Lacrosse Club hereby represents and warrants that he has the full authority to sign
the Agreement on behalf of the Lacrosse Club and that he has the authority to fully bind the
Lacrosse Club to the terms and conditions set forth in this Agreement.
Page 7 of9
32.0 Interpretation. The City and the Lacrosse Club have participated in the drafting of
all parts of this Agreement. As a result, it is the intent of the parties that no portion of this
Agreement shall be interpreted more harshly against either of the parties as the drafter.
33.0 Entire Agreement. The drafting, execution, and delivery of this Agreement by the
parties has been induced by no representations, statements, warranties, or agreements other than
those expressed herein. This Agreement represents the entire and integrated Agreement between
the parties and supersedes all prior negotiations, representations, or Agreements, either oral or
written, and all such matters shall be deemed merged into this Agreement.
34.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a
waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other
limitations imposed on the City's potential liability under state or federal law.
35.0 Use of Central Winds Park and Trotwood Park Facilities. The City of Winter
Springs will provide practice times at Trotwood Park and Central Winds Park Expansion and
game times at Central Winds Park during the regular Lacrosse season based on game play times
for each age group for the fall and spring seasons.
36.0 No Guarantee by City. Nothing contained in this agreement shall be construed
as a guarantee for the use of any City owned or maintained facility. The parties fully understand
and agree that City owned or maintained facilities may not be suitable, at the discretion of the
City for play or practice due to inclement weather, lightning, vandalism, emergencies, acts of
God, hazardous conditions, or any other circumstances that the City deems could injure the
participants or damage the facilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
{Signature Page Follows}
Page 8 of9
CITY:
CITY OF WINTER SPRINGS
By:
1?c~tJ{J' .'}}l~
t ,
Ronald W. McLemore, City Manager
Date:
1-/Lf-OS-
LACROSSE CLUB:
Seminole Lacrosse League
An affiliate of USLacrosse-Orlando, Inc.
A Florida Not for Profit Corporation
By:
Lehn Abrams
Date:
Page 9 of9
~Sep'21 2005 8:36AM
, -
BROWN,GARGANESE,WEISS & D 4074259596
p.2
E T
THIS AGREEMENT, made and entered into this IStlt day of July, 2005, by and
between the City of Winter Springs, a Florida municipal corporation (the "City"), and Seminole
Lacrosse League an affiliate of USLa.crosse-Orlando, Inc., a Florida not for profit corporation
("Lacrosse Club").
WITNESSETH:
WHEREAS, the City bas certain public recreational facilities available for use by the
public; and
WHEREAS, the Lacrosse Club is desirous of offering a public recreational program for
the benefit of the public using the recreational facilities available to the City; and
WHEREAS, the City is willing to permit the Lacrosse Club program to take place at the
Central Winds Park and Trotwood Park and other City recreational facilities located within the
City of Winter Springs, Florida
NOW, THEREFORE, in consideration of the mutual covenants and provisions hereof,
and other good and valuable consideration, the receipt and sufficiency aU of which are hereby
acknowledged, the parties desire to be legally bound by the terms and conditions of this
agreement as follows:
1.0 Recitals. The foregoing recitals are hereby incorporated herein in their entirety by
this reference.
2.0 Term of Agreement. The term of this Agreement shall commence on August 1,
2005, and end on July 31. 2007.
3.0 School Board CODtract. The Lacrosse Club hereby acknowledges that the City
and the School Board of Seminole County have entered into that certain agreement that pennits
the City to utilize facilities owned by the School Board of Seminole County. The Lacrosse Club
agrees that its use of any facilities owned by the School Board. are subject to the tenns and
conditions of that agreement between the City and the School Board of Seminole County.
4.0 Program and Additional Serviees CODduded by the Lacrosse Club. The
Lacrosse Club shall provide and promote a Lacrosse program to enhance the existing recreational
programs offered by the City. The program shall include, but shall not be limited to, a fall and
spring Lacrossc league for participants ages 4 through 19, a travel and tournament Lacrosse team,
Page 10f9
_ ,__ -.:"._'~l:':&..
Sep '21 2005 8:36AM
BROWN,GARGANESE,WEISS L D 4074259596
p.3
a Lacrosse camp, motivational seminars, and other recreational type special events. Camps and
clinics shall include, but not be limited to, clinics for youth, teams, coaches, officials, parents,
and Special Olympics. Special events shall include, but not be limited to, Lacrosse cup games,
playoff games, championship games, invitational games, fundraisers and a dribble, pass and
shoot competition. Unless otherwise provided in this Agreement, the aforesaid programs shall
hereinafter be referred to as Programs. The Lacrosse Club shall not deviate from the Programs
set forth in this agreement without the prior written consent of the City. Programs should be held
during non-school hOUTS.
4.1 The Lacrosse Club shall also provide any and all additional services and equipment
necessary for the Program including, but not limited to: (i) providing administrative personnel to
collect fees, forms, and answer telephone inquiries regarding Programs; (ii) providing coaches,
referees, speakers, competition judges, scorers, and administrative and support personnel to
operate the Programs; (iii) providing all equipment necessary to participate in the Programs, such
as Lacrosse balls, training aids, camp equipment, materials; (iv) providing uniforms to
participants and recognizing the City of Winter Springs Parks & Recreation Partnership in all
league activities and promotional literature; (v) providing trophies, certificates, and other give
away items; (vi) providing aU schedules and league handouts; (vii) providing for the set up of
all fields and equipment necessary for the Programs; and (viii) providing for the clean-up and
removal of all equipment and trash and debris brought to City facilities by the Lacrosse Club and
their guests, invitees, spectators~ participants and personnel (clean-up shall be completed as soon
as practicable after each Program).
5.0 Certificates. Upon execution of this Agreement by the Lacrosse Club, and as a
continuing obligations hereunder, the Lacrosse Club shall provide copies to the City of all
occupational licenses, competency cards, or certificates necessary for the performance of the
Programs.
6.0 Program Materials; Sale of NOD-Food Items. The Lacrosse Club shall be
permitted to distribute programs, pictures, advertising and other promotional materials regarding
the Programs. The Lacrosse Club sball also be pennitted to sell and distribute food or drink
items during the course of any Program only upon prior written request and approval of the City.
The Lacrosse Club may also offer awards or trophies to Program participants that successfully
complete or win contests or other events conducted as part of this Agreement.
7.0 Use of Facilities; City Services. The Lacrosse Club shall offer the Programs at
the Central Winds Park and Trotwood Park, and at other designated City owned or controlled
facilities that may be authorized by the City for use by the Lacrosse Club. The Lacrosse Club
agrees that they will not use any other City facility unless authorized pursuant to this Agreement.
In addition, the City will provide the following services: (i) coordinate with the Lacrosse Club to
conduct the Programs; (ii) provide a criminal background check for the Lacrosse Club
personnel; (iii) provide printing and mailing of program information & brochures; (iv) provide
Pagelof9
Sep'21 2005 8:36AM
BROWN, GARGr:!,!'f-'~:SE, WE I SS .. D 4074259596
p.4
a phone line with voice mail for the Lacrosse Club league information; and (v) provide coaches
certification for the league coaches.
8.0 CompeDsatioD. For the use of the City facilities and receipt of City services set
forth in paragraph 7.0 of this Agreement, the Lacrosse Club a~s to pay compensation to the
City as follows:
8.1 Twenty percent (200./a) of all monies collected or an equal amount for the
registration and enrolhnent of a person into Program at the beginning of each season. Non-
resident fees established by the commission are $5.00 per person per season for all registrations.
8.2 The Lacrosse Club shall be responsible for collecting any and all fees necessary
for a person to register and participate in a Program. The Lacrosse Club shall also retain copies
of all receipts issued to participants for the payment of said fees.
8.3 The first payment of the registration fees and non-residents fees shall be paid to
the City by the beginning of the Fall. Winter, Spring, or Summer seasons along with non-
residents identified and a complete listing of Program participants to include the name, address,
and phone number only, and what Program the participant is participating in. All subsequent
payments of collcctcdregistration fees, if any, shall be paid by the last day of each month
thereafter. Failure to make payments v.ithin the time proscribed shall result in a five percent
(5%) late fee being added to the payment amount. The late fee shall be paid wi1h the payment of
registration fees.
8.4 Within three (3) business days following the termination of this Agreement, the
Lacrosse Club shall provide the City a revenue and expenditure report, which shall set forth the
revenues, collected and all expenditures resulting from operating any and all Programs. The City
reserves the right to demand an additional payment of compensation from the Lacrosse Club if
the report shows any discrepancy in the amount of revenue generated by the Lacrosse Club and
any previous payments actually paid to the City under this Agreement.
,9.0 Reimbursement of Expenses. Reimbursement of any and all adual expenses
incurred by the City in assisting the Lacrosse Club regarding any Program offered by the
Lacrosse Club including. but not limited to, field rental, and supervision/maintenance. The City
will provide the Lacrosse Club a written invoice(s) itemizing these expenses and payment shall
be made by the Lacrosse Club within thirty (30) days of receiving the invoice.
10.0 Disorderly CODduet, Alcohol aDd Coatrolled 8.bstaBus. The Lacrosse Club
sball not permit any guests, invitees, employees, agents, or other Program participants to engage
in any disorderly conduct or criminal conduct while participating in any Program. The Lacrosse
Club shall promote good sportsmanship to all Program participants. The City representative
responsible for the partnerships is the Recreation Supervisor, he bas the authority and
responsibility to investigate and resolve complaints and other inquires from the public, suspend
Page 3 of9
, Sep'21 2005 8:37AM
BROWN, G~_~.GANESE, WE I SS L D 4074259596
p.5
I fro fl 'l't' Wi.::,;,;""..m:'~'~~;;rfmB:;*:lNi$:&Ill~.
coaches, payers or parents m games or acll les,,,..,,,::~~p;IIi~,,;,_,_;L. .'" .:,..,..;~~
~. The use of alcoholic beverages or illegal controlled substances by Program participants
and the Lacrosse Club prior to, during, or after any Program shall be strictly prohibited,
11.0 Status Conferences. At the request of the City, the Lacrosse Club shall attend
status conferences with the City for purposes of evaluating the status of any Program. The date
and time of the status conferences shall be bymutuaI agreement of the parties.
12.0 Independent CODtnctDr, HiriBg of Personoel. The Lacrosse Club shall be
considered an independent contractor under this Agreement. The Lacrosse Club shall be solely
responsible and liable for hiring and retaining all of its employees, personnel, contractors,
coaches, and volunteers.
13,0 Indemaificatlon and Hold Harmless. The Lacrosse Club shall indemnify and
hold hannless the City and its employees, officers, attorneys, agents, and contractors from and
against all claims, losses, damages, personal injuries (including but not limited to death), Of
liability to the person or property (includin.g reasonable attorney's fees through any and all
administrative, trial, post judgment and appellate proceedings), directly or indirectly arising from
the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from the
Lacrosse Club's scheduling, permitting, promoting, maintaining, supelVising, managing,
coordinating, and conducting any Program under this Agreement.
The indemnification provided above shall obligate the name the Lacrosse Club to defend
at its own expense or to provide for such defense, at the option of the City, as the case may be. of
any and all claims of liability and all suits and actions of every name and description that may be
brought against the City or its employees, attorneys, and officers which may result from the
Lacrosse Club's perfonnance under this Agreement whether performed by the Lacrosse Club, or
anyone directly or indirectly employed, controlled, supervised, or directed by the Lacrosse Club.
In all events the City shall be pennitted to choose legal counsel of its sole choice, the fees for
which shall be subject to and included with this indemnification provided herein, as long as said
fees are considered reasonable within the Central Florida area.
14.0 AssigDmeat. This Agreement shall not be assigned by any party without the
prior
written consent of all of the parties hereto.
15.0 Public: Record. It is hereby specifically agreed that any record, document,
computerized information and progr~ audio or video tape, photograph, or other writing of the
Lacrosse Club related, directly or indirectly, to this Agreement, may be deemed to be a Public
Record whether in the possession or control of the City or the Lacrosse Club. Said record,
document, computerized infonnation and program, audio or video tape, photograph, or other
Page 4 of9
Sep~21 2005 8;37AM
BROWN,Gf!RGANESE,WEISS .. D 4074Z5959G
p.G
'\1l.'l'iting of the Lacrosse Club is subject to the provisions of Chapter 119, Florida Statutes, and
may not be destroyed without the specific written approval of the City Manager. Upon request
by the City, the Lacrosse Club shall promptly supply copies of said public records to the City.
All books, cards, registers, receipts, documents. and other papers in connection with this
Agreemcmt shall at any and all reasonable times during the normal business hours of the Lacrosse
Club be open and freely exhibited to the City for the pmpose of examination and/or audit.
16.0 Geacral LiabUity Insu....ce. For the Programs perfonned hereunder. the Lacrosse
Club sbalI pW'Chase and main~ at its own expense, such general liability insUIance to cover
claims for damages because of bodily injury or death of any person or property damage arising in
any way out of the Programs performed by the Lacrosse Club under this Agreement. The
insurance shall bave minimum limits of coverage of $1,000,000.00 per occurrence combined
single limit for bodily injury liability and property damage liability. All insurance coverage shall
be with insurer(s) approved by the City and licensed by the State of Florida. to engage in the
business of writing of insurance. The City shall be named on the foregoing insurance policies
as "additional insured." The Lacrosse Club shall cause its insurance carriers to furnish
insurance certificates and endorsements specifying the types and amoUD1S of coverage in effect
pursuant heTeto. the expiration dates of such policies, and. a statement that no iDsurance under
sucb policies will be canceled without thirty (30) days prior written notice to the City in
compliance with other provisions of this Agreement. If the City has any objection to the
coverage afforded. by or other provision of the insurance required to be purchased and
maintained by the Lacrosse Club in accordance with this paragraph on the basis of its not
complying with the Agreement, the City shall notify the Lacrosse Club in writing thereof
within thirty (30) days of the date of delivery of such certificates and endorsements to the City.
The Lacrosse Club shaD continuously maintain such insurance in the amounts, type, and
quality as required by this paragraph.
11.0 ModiftcatioD.
writing signed by both parties.
Modifications of this Agreement sball only be made in
] 8.0 CompliaDce with Laws. The Lacrosse Club shall comply with all local, state,
and federal laws and regulations that arc applicable to the operation of its business and in the
performance of any Program. The Lacrosse Club acknowledges and agrees that it will take any
and all reasonable and prudent steps necessary to be infonned and advised of all applicable local,
state, and federal laws and regulations affecting its business and performance of any Program.
19.0 Dae DWgence. The Lacrosse Club acknowledges that they have investigated
prior to the execution of this Agreement and satisfied themselves as to the conditions affecting
the City's facilities that will or may be utilized by the Lacrosse Club to conduct the Programs, the
availability of materials and labor, the cost thereof, the requirements to obtain necessary
insurance, permits, equipment, and the steps necessary to complete the Programs. The Lacrosse
Club warrants Wito the City that they have the competence and abilities to carefully,
Page 5 of9
Spp~21 2005 8:38AM
BROWN.GARGANESE.WEISS L D 4074259596
p.7
professionally, and faithfully complete the Programs in the manner and within the time limits
proscribed herein. The Lacrosse Club will perform the Programs with due and reasonable
diligence consistent with sound professional and labor practices.
20.0 Time is of tile EsseDce. Time is of the essence of this Agreement.
21.0 Third Party Rights. This Agreement is not a thitd party beneficiary contract and
shall not in any respect whatsoever create any rights on behalf of any party not expressly a party
to this Agreement.
22.0 Further Assuranees. From and after the execution of this Agreement, each of the
parties hereto shall fully cooperate with each other and perfOIm any further act(a) and execute
and.de1iva: any fUrther documents which may be necessary or desirable in order to carry out the
purposes and intentions of this Agreement.
23.0 Severability. If any provision of this Agreement is held to be inv~ void, or
unenforceable, the remaining provisions shall nevertheless remain in full force and. effect, unless
the absence of the invalid, void or W1eDforccable provision or provisions causes this Agreement
to fail in its essential pwposes.
24.0 GoVenWal Law aDd VeDue. This Agreement sha1J be conatrued and enforced in
accordance with the laws of the State of Florida. The parties further agree that in any dispute
betwCCl1 them yelating to this Agreemen~ exclusive jurisdiction shall be in the trial courts located
in Seminole County, Florida. for state actions and Orlando, Florida, for fedeJal actions. Any
objections as to jurisdiction or venue in such courts being expressly waived.
25.0 Attorney's Fees. In the event any litigation or controversy arises out of or in
co~tion with this Agreement between the parties hereto. the prevailing party in such litigation
or controversy shall be entitled to recover from the other party or parties all reasonable attomey's
fees and paralegal fees, expenses and suit costs, including those associated with any appellate or
post-judgment collection proceedings.
26.0 NOD-Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise oftbat right, shall constitute a waiver of that or any
other right, unless otherwise expressly provided herein.
27.0 Notices. Any notice~ request~ instruction. or other document to be given as part of
this Agreement sball be in writing and shall be deemed given under the following circumstances:
when delivered in persOI11 or three (3) business days after being deposited in the United States
Mail, postage prepaid, certified or registered; or the next business day after being deposited with
a recognized overnight mail or courier delivery service; or when transmitted by ~....mile or
telecopy transmission, with receipt acknowlodg<<i upon transmission; and addressed as follows
PaaCl 6 of9
Sep: 21 2005 8:38A~
BRO~N,GARGANESE,~EISS & D 4074259596
p.8
(or to such other person or at such other address, of which any party hereto shall have given
written notice as provided herein):
To City:
City of Winter Springs
Attn: Parks And Recreation Department
Mr. Chuck Pula, Director
1000 E. State Road 434
Wmter Springs, Florida 32708
PH: (407) 327-4761
FAX: (407) 327-4763
To Lacrosse Club:
Seminole Lacrosse League
An affiliate ofUSLacrossc-Orlando, Inc.
A Florida Not for Profit Corporation
Mr. Chuck Scales
900 Crooked Oak Court
Longwood, Florida 32779
PH: (321) 279-2916
28.0 Couaterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered, shall be an original; but such counterparts shall
together constitute but one and the same instrument.
29.0 Staudard of Care. In performing the Programs, the Lacrosse Club shall use tha.t
degree of care and skill ordinarily exercised, under similar circumstances by reputable members
of their professions practicing in the same or similar locality. The Lacrosse Club shall take all
necessary and reasonable precautions to protect the program participants and the public from
being injured during the Programs.
30.0 TennbtatloD. This Agreement may be tenninated by either party with thirty (30)
days written notice. If this Agreement is terminated by either party. the indemnification
provision contained in paragraph 12.0 of this Agreement shall remain in full force and effect for
any claims, losses, damages. personal injmies, or liability which may occur under this
Agreement. The Lacrosse Club sh.all also immediately pay all compensation due to the City
pursuant to paragraph 8.0 of this Agreement.
31.0 Lacrosse Club Slpatory. The under9igned person executing this Agreement on
behalf of the Lacrosse Club hereby represents and warrants that he has the full authority to sign
the Agreement on behalf of the Lacrosse Club and that he has the authority to fully bind the
Lacrosse Club to the tcons and conditions set forth in this Agreement.
Page 7 019
. 'Sep'. 21 2005 8: 39AM
BROWN,GARG~~~SE,WEISS & D 4074259596
p.9
32.0 Interpretation. The City and the Lacrosse Club have participated in the drafting of
all parts of this Agreement. As a result, it is the intent of the parties that no portion of this
Agreement shall be interpreted more b8lSbly against either of the parties as the drafter.
33.0 Entire Agreement TIlt: da.aft;iig, ex~i1tion, ar.d. dclivor"j of this Agreement by the
parties has been indu.ced by no rcprt::Stml:.tUuns, :!iblt':111eJ1U, warranties, ur a.gI'OQtTh.t"'Dts other t.1um
those expressed herein. This Agreement rcpresenls the eniU-e 8Ild integrated Agreement bctVYoon
the parties and supersedes all prior negotiations, representations, or Agrccmenb, eitlK;) oral vI'
written, and all such matters shall be deemed merged into this Agreement.
. 34.0 Sovereign Immulty. Nothing coniainecl in this Agreement shall be 'onstr"\led as a
WaIver at the City's right to sovereign immunity under Section 768.28, FloTiaa Siaiuies, 01 oilier
limitations imposed on the City's potential liability under state Of federal law .
35.0 Use of CeDtral Winds Park and Trotwood Park Facilities. The City of Winter
Springs will provide practice times at Trotwood Park and Central Winds P8Ik Expansion and
game times at Central Winds Park during the regular Lacrosse season based OD game play times
for each age group for the fall and spring seasons.
36.0 No Guarantee by City. Nothing contained in this agreement shall. be construed
as a guarantee fOT ihe Wt" of l:&UY City uw.uOO or maintained facility. Thc parties f.illy understand
and agree that City owned or maini.ai.nW faijilii.i~ Wily mil 1..-:; liuitabl"" at th~ dis.:re1ion of the
City .lor play or practice due to inclement weather, lightning, vaIll.hdislll, etrlt3'gclldes, <<Kits of
God, hazardous conditions, or any other circumstances that the City deems could injurc U1C
participants or damage the facilities.
IN WIT1'.~SS "'HEREOF, ~ Pal.'ties hereto bave exccw....~ this Agreement on the day
and year written above.
{Signature Page Follov.'S}
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CITY:
CITY OF WINTER. SPRINGS
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Roaald W. MeLemore, L"ity Manager
Date: II - / L( - (J S-
LACROSSE CLUB:
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SemiDoie Lacrosse League
An afliUate of USLacl'GSle-Orlando, tnc.
A Florida No or Profit Co non
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By:
Date:
1"1lI09019
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