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HomeMy WebLinkAbout2009 07 27 Consent 204 Recreation Program Agreement F.C. United, LLCCOMMISSION AGENDA ITEM 204 Consent X Informational Public Hearing Regular July 27, 2009 ~? Regular Meeting M / Dept. Authorization REQUEST: The Parks and Recreation Department is requesting the City Commission to authorize the City Manager to execute the City of Winter Springs Recreation Program Agreement with the F.C. United, LLC. PURPOSE: The purpose of this item is to obtain Commission approval to execute the agreement necessary to again partner with the F.C. United, LLC. CONSIDERATIONS: • The F.C. United Soccer Club has been conducting youth soccer programs for the youth of the Winter Springs area. Seventy-Five percent (75%) of these participants are Winter Springs residents. They desire to again partner with the City of Winter Springs with another 2-year agreement. • The Parks and Recreation Department desires to provide facilities owned by the City of Winter Springs for games and practices and to enhance youth sports through program promotions. • The Parks and Recreation Department will provide Trotwood Park, Central Winds Expansion Property and Torcaso Park for practices and Central Winds Park for games. • The fee the city receives for city residents will remain the same as in the 2007, 2 year agreement, $5.00 per city resident. Also, priority use of fields and city services will be given to Winter Springs residents. The fee for non-residents increased to $20.00 per person, per season for all registrations. • The League will pay a total of $15,000 per year. This is an increase of $9,000 over the Florida Soccer Alliance Club that executed the last 2 year agreement. Agenda Item Regular 204 July 27, 2009 Page 2 • The fixed fee is considerably less than what other local youth organizations pay to their cities. It is also considerably lower than the fee the city would charge the league if they chose to rent the facilities they use. • The fixed fee insures what the city will receive in revenue. The agreement however calls for the fees to be reviewed for any needed adjustment after 1 year. • The F.C. United Soccer Club is supportive of this 2 year agreement. • 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. FUNDING: This agreement will provide to the City of Winter Springs approximately $15,000 in FY 09/10 and 10/11. Projected total revenue from all five (5) agreements is $66,500 in FY 09/10 and 10/11. RECOMMENDATIONS: Staff is recommending approval to authorize the City Manager to execute the City of Winter Springs Recreational Program Agreement with the F.C. United, LLC. ATTACHMENTS: Attachment # 1 City of Winter Springs Recreational Program Agreement with the F.C. United, LLC. COMMISSION ACTION: CITY OF WINTER SPRINGS RECREATIONAL PROGRAM AGREEMENT THIS RECREATIONAL PROGRAM AGREEMENT ("Agreement"), made and entered into this day of July, 2009, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), and F.C. United, LLC, a Florida limited liability company ("F.C. United"). WITNESSETH: WHEREAS, City has certain recreational facilities available for use by the public; and WHEREAS, F.C. United desires to offer a recreational program for the benefit of the public using the public recreational facilities available to City; and WHEREAS, City is willing to permit F.C. United program to take place at the Central Winds Park and Trotwood Park and other City recreational facilities located within 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, 2009 and end on July 31, 2011. 3.0 School Board Contract. F.C. United hereby acknowledges that City and the School Board of Seminole County have entered into that certain agreement that permits City to utilize facilities owned by the School Board of Seminole County. F.C. United agrees that its use of any facilities owned by the School Board is subject to the terms and conditions of that agreement between City and the School Board of Seminole County. 4.0 Program and Additional Services Conducted by F.C. United. F.C. United shall provide and promote a soccer program to enhance the existing recreational programs offered by City. The program shall include, but shall not be limited to, a fall and spring soccer league for participants ages 4 through 19, a travel and tournament soccer team, a soccer 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 TOPS programs. Special events shall include, but not be limited to, soccer cup games, playoff games, championship games, invitational games, Recreational Program Agreement City of Winter Springs / F.C. United, LLC Page 1 of 8 fundraisers and a dribble, pass and shoot competition. Unless otherwise provided in this Agreement, the aforesaid programs shall hereinafter be referred to as "Programs." F.C. United shall not deviate from the Programs set forth in this Agreement without the prior written consent of City. Programs should be held during non-school hours. 4.1 F.C. United 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 certifications & background checks, 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 soccer balls, training aids, camp equipment, materials; (iv) providing uniforms to participants for league play, all league, camp, and clinic shirts shall recognize the City of Winter Springs Parks & Recreation Department; (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 F.C. United 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 F.C. United, and as a continuing obligation hereunder, F.C. United shall provide copies to City of all local business tax receipts, competency cards, or certificates necessary for the performance of the Programs. 6.0 Program Materials; Sale of Non-Food Items. F.C. United shall be permitted to distribute programs, pictures, advertising and other promotional materials regarding the Programs. F.C. United 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 City. F.C. United 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. F.C. United shall offer the Programs at the Central Winds Park, Trotwood Park and Torcaso Park and at other designated City owned or controlled facilities that maybe authorized by City for use by F.C. United. F.C. United agrees that they will not use any other City facility unless authorized pursuant to this Agreement. In addition, City will provide the following services: (i) coordinate with F.C. United to conduct the Programs; (ii) provide concessions services for F.C. United activities; (iii) include program information in City brochure and send out through a-mail along with website links (iv) provide a phone line with voice mail for F.C. United league information; (vi) provide goals, nets, corner flags and line and maintain all fields at Central Winds Park and maintain all fields at Trotwood and Torcaso Park. 8.0 Compensation. For the use of City facilities and receipt of City services set forth in paragraph 7.0 of this Agreement, F.C. United agrees to pay compensation to City as follows: Recreational Program Agreement City of Winter Springs / F.C. United, LLC Page 2 of 8 8.1 F.C. United shall pay the City Fifteen Thousand and no/100 Dollars ($15,000.00) annually ("Annual Fee"). This Annual Fee shall include Spring and Fall league play, two (2) inter-league tournaments, try-outs and clinics. Resident and non-resident fees stated in section 8.2 are included in the Annual Fee. In addition to the Annual Fee, F.C. United shall pay the appropriate rental fees for facilities utilized for any additional tournaments or special events. 8.2 F.C. United shall be responsible for collecting any and all fees necessary for participants to register and participate in a Program. Winter Springs residents shall pay registration fees of Five and no/100 Dollars ($5.00) and non-residents shall pay Twenty and no/100 Dollars ($20.00). Priority use of fields and City services shall be given to Winter Springs residents as deemed appropriate by F.C. United and the City. F.C. United shall also retain copies of all receipts issued to participants for the payment of said fees. 8.3 The Annual Fee shall be paid to the City in two (2) Seven Thousand Five Hundred and no/100 Dollar ($7,500.00) installments per year. The first installment shall be due to the City on or before March 1st of each year and the second installment shall be due to the City on or before September 1 s` of each year. Each installment shall be accompanied by a current and complete list of program participants and shall include their name, address, and phone number only, and in which program they are participating. Failure to make payments within the time proscribed shall result in a five percent (5°Io) late fee being added to the payment amount. 8.4 City and F.C. United agree that the compensation set forth in this section 8.0 shall be subject to review and revision by the Winter Springs City Commission at the conclusion of the first year of this Agreement. Any modification of the compensation due under this section shall be evidenced in a written addendum to this Agreement executed by both parties. 9.0 Reimbursement of Expenses. F.C. United shall reimburse the City for any and all actual expenses incurred by the City in assisting F.C. United regarding any Program offered by F.C. United including, but not limited to, field rental, and supervision/maintenance. The City will provide F.C. United a written invoice(s) itemizing these expenses and payment shall be made by F.C. United within thirty (30) days of receiving the invoice. 10.0 Disorderly Conduct; Alcohol and Controlled Substances. F.C. United 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. F.C. United shall promote good sportsmanship to all Program participants. 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 coaches, players or parents from games or facilities with approval from the Parks & Recreation Director. The use of alcoholic beverages or illegal controlled substances by Program participants and F.C. United prior to, during, or after any Program shall be strictly prohibited. 11.0 Status Conferences. At the request of City, F.C. United shall attend status Recreational Program Agreement City of Winter Springs / F.C. United, LLC Page 3 of 8 conferences with City for purposes of evaluating the status of any Program and the terms and conditions of this Agreement. The date and time of the status conferences shall be by mutual agreement of the parties. 12.0 Independent Contractor; Hiring of Personnel. F.C. United shall be considered an independent contractor under this Agreement. F.C. United 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. F.C. United shall indemnify and hold harmless 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 F.C. United's scheduling, permitting, promoting, maintaining, supervising, managing, coordinating, and conducting any Program under this Agreement. The indemnification provided above shall obligate the name F.C. United to defend at its own expense or to provide for such defense, at the option of 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 City or its employees, attorneys, and officers which may result from F.C. United's performance under this Agreement whether performed by F.C. United, or anyone directly or indirectly employed, controlled, supervised, or directed by F.C. United. In all events 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 or video tape, photograph, or other writing of F.C. United related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of City or F.C. United. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of F.C. United is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of City Manager. Upon request by City, F.C. United shall promptly supply copies of said public records to 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 F.C. United be open and freely exhibited to City for the purpose of examination and/or audit. Nothing contained in this paragraph shall require the disclosure of information that is exempt from Public Records disclosure pursuant to state or federal law. Recreational Program Agreement City of Winter Springs / F.C. United, LLC Page 4 of 8 16.0 General Liability Insurance. For the Programs performed hereunder, F.C. United 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 F.C. United under this Agreement. The .insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily inj ury liability and property damage liability. All insurance coverage shall be with insurer(s) approved by City and licensed by the State of Florida to engage in the business of writing of insurance. City shall be named on the foregoing insurance policies as "additional insured." F.C. United 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 City in compliance with other provisions of this Agreement. If City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by F.C. United in accordance with this paragraph on the basis of its not complying with the Agreement, City shall notify F.C. United in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to City. F.C. United shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 17.0 Modification. Modifications of this Agreement shall only be made in writing signed by both parties. 18.0 Compliance With Laws. F.C. United 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. F.C. United 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. F.C. United acknowledges that they have investigated prior to the execution of this Agreement and satisfied themselves as to the conditions affecting City's facilities that will or may be utilized by F.C. United 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. F.C. United warrants unto City that it has the competence and abilities to carefully, professionally, and faithfully complete the Programs in the manner and within the time limits proscribed herein. F.C. United 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 Recreational Program Agreement City of Winter Springs / F.C. United, LLC Page 5 of 8 parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which maybe 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 (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 Chuck Pula, Director 1126 E. State Road 434 Winter Springs, Florida 32708 PH: (407) 327-6599 FAX: (407) 327-4763 Recreational Program Agreement City of Winter Springs / F.C. United, LLC Page 6 of 8 To F.C. United: F.C. United, LLC Gregory Brick, President 1052 Willa Springs Drive Winter Springs, Florida 32708 PH: (407) 947-8041 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, F.C. United 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. F.C. United 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 13.0 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. F.C. United shall also immediately pay all compensation due to City pursuant to paragraph 8.0 of this Agreement. 31.0 F.C. United Signatory. The undersigned person executing this Agreement on behalf of F.C. United hereby represents and warrants that he or she has the full authority to sign the Agreement on behalf of F.C. United and that he or she has the authority to fully bind F.C. United to the terms and conditions set forth in this Agreement. 32.0 Interpretation. City and F.C. United 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 have 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. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of City's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on City's potential liability under state or federal law. As such, City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand Recreational Program Agreement City of Winter Springs / F.C. United, LLC Page 7 of 8 dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 35.0 Use of Central Winds Park and Trotwood Park Facilities. City Parks and Recreation Department will provide practice times at Trotwood Park and Central Winds Park Expansion and game times at Central Winds Park during the regular soccer season based on game play times for each age group for the fall and springs 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 City for play or practice due to inclement weather, lightning, vandalism, emergencies, acts of God, hazardous conditions, or any other circumstances that 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. CITY: City of Winter Springs, a Florida municipal corporation F.C. UNITED: F.C. United, LLC., a Florida limited liability company By: Kevin Smith, City Manager Date: By: Gregory Brick, President Date: Recreational Program Agreement City of Winter Springs / F.C. United, LLC Page 8 of 8 CITY OF WINTER SPRINGS RECREATIONAL PROGRAM AGREEMENT THIS RECREATIONAL PROGRAM AGREEMENT "Agreement made and entered into this day of July, 2009, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation "City and F.C. United, LLC, a Florida limited liability company "F.C. United WITNESSETH: WHEREAS, City has certain recreational facilities available for use by the public; and WHEREAS, F.C. United desires to offer a recreational program for the benefit of the public using the public recreational facilities available to City; and WHEREAS, City is willing to permit F.C. United program to take place at the Central Winds Park and Trotwood Park and other City recreational facilities located within 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, 2009 and end on July 31, 2011. 3.0 School Board Contract. F.C. United hereby acknowledges that City and the School Board of Seminole County have entered into that certain agreement that permits City to utilize facilities owned by the School Board of Seminole County. F.C. United agrees that its use of any facilities owned by the School Board is subject to the terms and conditions of that agreement between City and the School Board of Seminole County. 4.0 Program and Additional Services Conducted by F.C. United. F.C. United shall provide and promote a soccer program to enhance the existing recreational programs offered by City. The program shall include, but shall not be limited to, a fall and spring soccer league for participants ages 4 through 19, a travel and tournament soccer team, a soccer 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 TOPS programs. Special events shall include, but not be limited to, soccer cup games, playoff games, championship games, invitational games, Recreational Program Agreement City of Winter Springs F.C. United, LLC Page 1 of 8 f I fundraisers and a dribble, pass and shoot competition. Unless otherwise provided in this Agreement, the aforesaid programs shall hereinafter be referred to as "Programs." F.C. United shall not deviate from the Programs set forth in this Agreement without the prior written consent of City. Programs should be held during non school hours. 4.1 F.C. United 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 certifications background checks, 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 soccer balls, training aids, camp equipment, materials; (iv) providing uniforms to participants for league play, all league, camp, and clinic shirts shall recognize the City of Winter Springs Parks Recreation Department; (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 F.C. United 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 F.C. United, and as a continuing obligation hereunder, F.C. United shall provide copies to City of all local business tax receipts, competency cards, or certificates necessary for the performance of the Programs. 6.0 Program Materials; Sale of Non -Food Items. F.C. United shall be permitted to distribute programs, pictures, advertising and other promotional materials regarding the Programs. F.C. United 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 City. F.C. United 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. F.C. United shall offer the Programs at the Central Winds Park, Trotwood Park and Torcaso Park and at other designated City owned or controlled facilities that may be authorized by City for use by F.C. United. F.C. United agrees that they will not use any other City facility unless authorized pursuant to this Agreement. In addition, City will provide the following services: (i) coordinate with F.C. United to conduct the Programs; (ii) provide concessions services for F.C. United activities; (iii) include program information in City brochure and send out through e-mail along with website links (iv) provide a phone line with voice mail for F.C. United league information; (vi) provide goals, nets, corner flags and line and maintain all fields at Central Winds Park and maintain all fields at Trotwood and Torcaso Park. 8.0 Compensation. For the use of City facilities and receipt of City services set forth in paragraph 7.0 of this Agreement, F.C. United agrees to pay compensation to City as follows: Recreational Program Agreement City of Winter Springs F.C. United, LLC Page 2 of 8 8.1 F.C. United shall pay the City Fifteen Thousand and no /100 Dollars ($15,000.00) annually "Annual Fee This Annual Fee shall include Spring and Fall league play, two (2) inter league tournaments, try -outs and clinics. Resident and non resident fees stated in section 8.2 are included in the Annual Fee. In addition to the Annual Fee, F.C. United shall pay the appropriate rental fees for facilities utilized for any additional tournaments or special events. 8.2 F.C. United shall be responsible for collecting any and all fees necessary for participants to register and participate in a Program. Winter Springs residents shall pay registration fees of Five and no /100 Dollars ($5.00) and non residents shall pay Twenty and no /100 Dollars ($20.00). Priority use of fields and City services shall be given to Winter Springs residents as deemed appropriate by F.C. United and the City. F.C. United shall also retain copies of all receipts issued to participants for the payment of said fees. 8.3 The Annual Fee shall be paid to the City in two (2) Seven Thousand Five Hundred and no /100 Dollar ($7,500.00) installments per year. The first installment shall be due to the City on or before March 1 of each year and the second installment shall be due to the City on or before September 1 S` of each year. Each installment shall be accompanied by a current and complete list of program participants and shall include their name, address, and phone number only, and in which program they are participating. Failure to make payments within the time proscribed shall result in a five percent (5%) late fee being added to the payment amount. 8.4 City and F.C. United agree that the compensation set forth in this section 8.0 shall be subject to review and revision by the Winter Springs City Commission at the conclusion of the first year of this Agreement. Any modification of the compensation due under this section shall be evidenced in a written addendum to this Agreement executed by both parties. 9.0 Reimbursement of Expenses. F.C. United shall reimburse the City for any and all actual expenses incurred by the City in assisting F.C. United regarding any Program offered by F.C. United including, but not limited to, field rental, and supervision/maintenance. The City will provide F.C. United a written invoice(s) itemizing these expenses and payment shall be made by F.C. United within thirty (30) days of receiving the invoice. 10.0 Disorderly Conduct; Alcohol and Controlled Substances. F.C. United 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. F.C. United shall promote good sportsmanship to all Program participants. 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 coaches, players or parents from games or facilities with approval from the Parks Recreation Director. The use of alcoholic beverages or illegal controlled substances by Program participants and F.C. United prior to, during, or after any Program shall be strictly prohibited. 11.0 Status Conferences. At the request of City, F.C. United shall attend status Recreational Program Agreement City of Winter Springs F.C. United, LLC Page 3 of 8 conferences with City for purposes of evaluating the status of any Program and the terms and conditions of this Agreement. The date and time of the status conferences shall be by mutual agreement of the parties. 12.0 Independent Contractor; Hiring of Personnel. F.C. United shall be considered an independent contractor under this Agreement. F.C. United 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. F.C. United shall indemnify and hold harmless 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 F.C. United's scheduling, permitting, promoting, maintaining, supervising, managing, coordinating, and conducting any Program under this Agreement. The indemnification provided above shall obligate the name F.C. United to defend at its own expense or to provide for such defense, at the option of 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 City or its employees, attorneys, and officers which may result from F.C. United's performance under this Agreement whether performed by F.C. United, or anyone directly or indirectly employed, controlled, supervised, or directed by F.C. United. In all events 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 or video tape, photograph, or other writing of F.C. United related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of City or F.C. United. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of F.C. United is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of City Manager. Upon request by City, F.C. United shall promptly supply copies of said public records to 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 F.C. United be open and freely exhibited to City for the purpose of examination and/or audit. Nothing contained in this paragraph shall require the disclosure of information that is exempt from Public Records disclosure pursuant to state or federal law. Recreational Program Agreement City of Winter Springs F.C. United, LLC Page 4 of 8 16.0 General Liability Insurance. For the Programs performed hereunder, F.C. United 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 F.C. United 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 City and licensed by the State of Florida to engage in the business of writing of insurance. City shall be named on the foregoing insurance policies as "additional insured." F.C. United 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 City in compliance with other provisions of this Agreement. If City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by F.C. United in accordance with this paragraph on the basis of its not complying with the Agreement, City shall notify F.C. United in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to City. F.C. United shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 17.0 Modification. Modifications of this Agreement shall only be made in writing signed by both parties. 18.0 Compliance With Laws. F.C. United 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. F.C. United 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. F.C. United acknowledges that they have investigated prior to the execution of this Agreement and satisfied themselves as to the conditions affecting City's facilities that will or may be utilized by F.C. United 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. F.C. United warrants unto City that it has the competence and abilities to carefully, professionally, and faithfully complete the Programs in the manner and within the time limits proscribed herein. F.C. United 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 Recreational Program Agreement City of Winter Springs F.C. United, LLC Page 5 of 8 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 Severabilitv. 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 (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 Chuck Pula, Director 1126 E. State Road 434 Winter Springs, Florida 32708 PH: (407) 327 -6599 FAX: (407) 327 -4763 Recreational Program Agreement City of Winter Springs F.C. United, LLC Page 6 of 8 To F.C. United: F.C. United, LLC Gregory Brick, President 1052 Willa Springs Drive Winter Springs, Florida 32708 PH: (407) 947 -8041 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, F.C. United 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. F.C. United 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 13.0 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. F.C. United shall also immediately pay all compensation due to City pursuant to paragraph 8.0 of this Agreement. 31.0 F.C. United Signatory. The undersigned person executing this Agreement on behalf of F.C. United hereby represents and warrants that he or she has the full authority to sign the Agreement on behalf of F.C. United and that he or she has the authority to fully bind F.C. United to the terms and conditions set forth in this Agreement. 32.0 Interpretation. City and F.C. United 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 have 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. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of City's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on City's potential liability under state or federal law. As such, City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand Recreational Program Agreement City of Winter Springs F.C. United, LLC Page 7 of 8 dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 35.0 Use of Central Winds Park and Trotwood Park Facilities. City Parks and Recreation Department will provide practice times at Trotwood Park and Central Winds Park Expansion and game times at Central Winds Park during the regular soccer season based on game play times for each age group for the fall and springs 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 City for play or practice due to inclement weather, lightning, vandalism, emergencies, acts of God, hazardous conditions, or any other circumstances that 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. CITY: F.C. UNITED: City of WinterSprings, F.C. United, LLC., a Florida municipal corporation a Florida limited liability i mpany 1 By: By KP n Smith; Cit3 Manager Grego B President Date: "I c 9 Date: 2,?j (7 cl Recreational Program Agreement City of Winter Springs F.C. United, LLC Page 8 of 8