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HomeMy WebLinkAboutCentral Florida Soccer Alliance Inc. d/ b/a Florida Kraze/Krush (Soccer Club) Recreational Program Agreement - 2017 07 10CITY OF WINTER SPRINGS RECREATIONAL PROGRAM AGREEMENT THIS RECREATIONAL PROGRAM AGREEMENT ("Agreement"), made and entered into this /$ 'Say of -S" , 2017, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), and the CENTRAL FLORIDA SOCCER ALLIANCE INC., a Florida non profit corporation, d/b/a Florida Kraze/Krush ("Soccer Club"). WITNESSETH: WHEREAS, the City has certain recreational facilities available for use by the public; and WHEREAS, the Soccer Club desires to offer a recreational program for the benefit of the public using the City's available recreational facilities; and WHEREAS, the City is willing to permit the Soccer Club program to take place at the Central Winds Park, Trotwood Park and Torcaso 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. This Agreement shall become effective immediately upon execution by both parties hereto and shall continue for a term of ten (10) years ("Initial Term"). This Agreement may be extended by mutual agreement of the parties, subject to section 8.5, herein. 3.0 School Board Contract. The Soccer 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 Soccer Club agrees that its use of any facilities owned by the School Board is 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 Soccer Club. The Soccer Club shall provide and promote a soccer program to enhance the existing recreational programs offered by the City. The program shall include, but shall not be limited to, fall and spring soccer leagues for participants ages 4 through 19, a travel and tournament soccer team, Premiere Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 1 of 10 Development League, 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, 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 Soccer Club shall not deviate from the Programs set forth in this Agreement without the prior written consent of the City. Programs shall be held during non -school hours. 4.1 The Soccer Club shall also provide any and all additional services and equipment necessary for the Programs 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 the Soccer 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 Soccer Club, and as a continuing obligation hereunder, the Soccer Club shall provide copies to the City of all local business tax receipts, competency cards, or certificates necessary for the performance of the Programs, as requested by the City. 6.0 Prop -ram Materials; Sale of Non -Food Items. The Soccer Club shall be permitted to distribute programs, pictures, advertising and other promotional materials regarding the Programs. The Soccer 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 Soccer 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; Cite Services. The Soccer Club 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 the City for use by the Soccer Club. The Soccer 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 Soccer Club to conduct the Programs; (ii) provide concessions services for the Soccer Club activities; (iii) include program information in City brochure, City social media and send out through e-mail along with website links (iv) provide goals, nets, corner flags and line and maintain all fields at Central Winds Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 2 of 10 Park and maintain all fields at Trotwood and Torcaso Park. 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 Soccer Club agrees as follows: 8.1 Soccer Club shall pay the City Fifty -Five Thousand and no/100 Dollars ($55,000.00) annually ("Annual Fee"). This Annual Fee shall include Spring and Fall league play, two (2) inter -league tournaments, try -outs and clinics. In addition to the Annual Fee, Soccer Club shall pay the City Four -Hundred and no/100 Dollars ($400.00) for use of the Sports Center Building. Further, Soccer Club shall pay the appropriate rental fees for facilities utilized for any additional tournaments or special events. 8.2 Soccer Club shall pay the City Three Thousand and no/100 Dollars ($3,000.00) to be used toward facility upgrades and services no later than August 1 st of each year. 8.3 The Annual Fee shall be paid to the City in two (2) Twenty -Seven Thousand Five Hundred and no/100 Dollar ($27,500.00) installments per year. The first installment shall be due to the City on or before October I" of each year and the second installment shall be due to the City on or before May 151 of each year. Failure to make payments within the time proscribed shall result in a five percent (5%) late fee being added to the payment amount. Soccer Club is permitted to use Sports Tourism grant monies to meet requirement of Annual Fee of $55,000.00. 8.4 The City and the Soccer Club 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 each year of this Agreement. Any modification of the compensation due under this section shall be determined based on an evaluation of field usage for all Soccer Club activities, any future usage, and potential tournaments or leagues. Modifications shall be evidenced in a written addendum to this Agreement executed by both parties. 8.5 The City and the Soccer Club agree that in the event this Agreement is extended by mutual agreement of the parties, the Soccer Club may receive up to a five percent (5%) annual increase for each year after the initial term, in the sole discretion of the City. 9.0 Reimbursement of Expenses. The Soccer Club shall reimburse the City for any and all actual expenses incurred by the City in assisting the Soccer Club regarding any Program offered by the Soccer Club including, but not limited to, field rental, and supervision/maintenance. The City will provide the Soccer Club a written invoice(s) itemizing these expenses and payment shall be made by the Soccer Club within thirty (30) days of receiving the invoice. 10.0 Disorderly Conduct, Alcohol and Controlled Substances. The Soccer 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 Soccer Club shall promote good sportsmanship to all Program participants. The City representative responsible for the Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 3 of 10 partnerships is the Athletic Coordinator. The Athletic Coordinator should have 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 the approval or the Parks & Recreation Director. The use of alcoholic beverages or illegal controlled substances by Program participants and the Soccer Club prior to, during, or after any Program shall be strictly prohibited. 11.0 Status Conferences and Participant Information. At the request of the City, the Soccer Club shall attend status conferences with the 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. On March 1 st of each year Soccer Club shall provide a report to the City showing the total number of participants in the program and how many are Winter Springs Residents and how many are Non -Winter Springs Residents. 12.0 Independent Contractor, Hirin , of Personnel. The Soccer Club shall be considered an independent contractor under this Agreement. The Soccer 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 Soccer 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 Soccer 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 Soccer 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 Soccer Club's performance under this Agreement whether performed by the Soccer Club, or anyone directly or indirectly employed, controlled, supervised, or directed by the Soccer 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. Pursuant to Section 119.070 1, Florida Statutes and other applicable public records laws, Soccer Club agrees that any records, documents, transactions, writings, papers, letters, computerized information and programs, maps, books, audio or video tapes, films, Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 4 of 10 photographs, data processing software, writings or other material(s), regardless of the physical form, characteristics, or means of transmission, of Soccer Club related, directly or indirectly, to the services provided to the City under this Agreement and made or received pursuant to law or ordinance or in connection with the transaction of official business by the City, may be deemed to be a public record, whether in the possession or control of the City or the Soccer Club. Said records, documents, transactions, writings, papers, letters, computerized information and programs, maps, books, audio or video tapes, films, photographs, data processing software, writings or other material(s), regardless of the physical form, characteristics, or means of transmission of Soccer Club are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City's designated custodian of public records. IF THE SOCCER CLUB HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SOCCER CLUB'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-5955, CITYCLERKDEPARTMENTrci: WINTERSPRINGSFL.ORG,1126 EAST STATE ROAD 434, FLORIDA 32708. Soccer Club is required to and agrees to comply with public records laws. Soccer Club shall keep and maintain all public records required by the City to perform the services as agreed to herein. Soccer Club shall provide the City, upon request from the City Clerk, copies of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by law. Soccer Club shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term. Upon completion of the Agreement, Soccer Club shall transfer to the City, at no cost, all public records in possession of the Soccer Club, provided the transfer is requested in writing by the City Clerk. Upon such transfer, Soccer Club shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. However, if the City Clerk does not request that the public records be transferred, the Soccer Club shall continue to keep and maintain the public records upon completion of the Agreement and shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City Clerk, in a format that is compatible with the information technology systems of the City. Should the City not possess public records relating to this Agreement which are requested to be inspected or copied by the City or any other person, the City shall immediately notify Soccer Club of the request and the Soccer Club shall then provide such records to the City or allow the records to be inspected or copied within a reasonable time. If the Soccer Club does not comply with a public records request, the City may enforce this Section to the extent permitted by law. Soccer Club acknowledges that if the Soccer Club does not provide the public records to the City within a reasonable time, the Soccer Club may be subject to penalties under Section 119. 10, Florida Statutes. The Soccer Club acknowledges that if Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 5 of 10 a civil action is filed against the Soccer Club to compel production of public records relating to this Agreement, the court may assess and award against Soccer Club the reasonable costs of enforcement, including reasonable attorney fees. All public records in connection with this Agreement shall, at any and all reasonable times during the normal business hours of the Soccer Club, be open and freely exhibited to the City for the purpose of examination, audit, or otherwise. Failure by Soccer Club to grant such public access and comply with public records laws and/or requests shall be grounds for immediate unilateral cancellation of this Agreement by the City upon delivery of a written notice of cancellation. If the Soccer Club fails to comply with this Section, and the City must enforce this Section, or the City suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to Soccer Club's failure to comply with this Section, the City shall collect from Soccer Club prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Soccer Club. And, if applicable, the City shall also be entitled to reimbursement of all attorneys' fees and damages which the City had to pay a third party because of the Soccer Club's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement. 16.0 General Liabilitv Insurance. For the Programs performed hereunder, the Soccer 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 Soccer 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 Soccer 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 Soccer Club in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Soccer Club in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. The Soccer Club 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. The Soccer 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 Soccer 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 Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 6 of 10 federal laws and regulations affecting its business and performance of any Program. 19.0 Due Diliuence. The Soccer Club acknowledges that it has 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 Soccer 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 Soccer 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 Soccer 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 Partv Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any parry not expressly a parry 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 Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 7 of 10 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 parry hereto shall have given written notice as provided herein): To City: City of Winter Springs Attn: Parks and Recreation Department Mr. Chris Caldwell, Director 1126 E. State Road 434 Winter Springs, Florida 32708 PH: (407) 327-6599 FAX: (407) 327-4763 To Soccer Club: Central Florida Soccer Alliance Inc. Ed Filliben, President 2428 Shoal Creek Court Oviedo, Florida 32765 PH: 28.0 Counterparts. This Agreement maybe 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 Soccer 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 Soccer 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 parry 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. The Soccer Club shall also immediately pay all compensation due to the City pursuant to paragraph 8.0 of this Agreement. Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 8 of 10 31.0 Soccer Club Signatory. The undersigned person executing this Agreement on behalf of the Soccer Club hereby represents and warrants that he or she has the full authority to sign the Agreement on behalf of the Soccer Club and that he or she has the authority to fully bind the Soccer Club to the terms and conditions set forth in this Agreement. 32.0 Interpretation. The City and the Soccer 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 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 Immunii r . Notwithstanding any other provision set forth in this Agreement, 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. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than two hundred thousand dollars ($200,000.00), 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 three hundred thousand dollars ($300,000.00). This paragraph shall survive termination of this Agreement. 35.0 Use of Central Winds Park and Trotwood Park Facilities. The City 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 spring seasons. 36.0 No Guarantee bN 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] Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 9 of 10 CITY: CITY OF N'VINTER SPRINGS By: Kevin Smith, jti 'Man - Ager Date: "7 12, SOCCER CLUB: CENTRAL FLORIDA SOCCER ALLIANCE INC., d/b/a Florida Krazy/Krush. By: 9 -� l� Ed`�Fil ben1#7 President Date: J/ / Recreational Program Agreement City of Winter Springs / Central Florida Soccer Alliance Inc. Page 10 of 10