HomeMy WebLinkAboutWSBL - Sunshine Youth Basketball League, Inc. Recreational Program Agreement 2017 07 10CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
THIS RECREATIONAL PROGRAM AGREEMENT ("Agreement"), made and entered
into this �� day of -5cd _ , 2017, by and between the CITY OF WINTER SPRINGS, a
Florida municipal corporation ("City"), and WSBL - SUNSHINE YOUTH BASKETBALL
LEAGUE, INC., a Florida corporation ("Basketball League").
WITNESSETH:
WHEREAS, the City has certain public recreational facilities available for use by the public;
and
WHEREAS, the Basketball League 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 Basketball League to take place at the Winter
Springs High School, Indian Trails Middle School, Willow Creek Church and UCF gymnasiums and
other City recreational facilities in the City of Winter Springs, Florida or surrounding area; and
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 initial term of this Agreement shall commence on August
1, 2017, and end on July 31, 2019 ("Initial Term"). This Agreement may be extended by mutual
agreement of the parties, subject to section 8.4, herein.
3.0 School Board Contract. The Basketball League 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 Basketball League
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 bN the Basketball League. The
Basketball League shall provide and promote sports programs to enhance the existing recreational
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programs offered by the City. The program shall include, but shall not be limited to, a Winter,
Spring, Summer and Fall league for grades K through 12, summer basketball camps, motivational
seminars, and other recreational type special events. Camps and clinics shall include, but not be
limited to, clinics for youth, teams, coaches, officials and parents. Special events shall include, but
not be limited to, free throw contests, "3" point contests, shoot -ins, fundraisers, academic sports
symposiums and hot shot contests. Unless otherwise provided in this Agreement, the aforesaid
programs shall hereinafter be referred to as "Programs." The Basketball League 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 Basketball League 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, referees, speakers, clock operators, scorers, and
administrative and support personnel to operate the Programs and provide a criminal
background check for the Basketball League personnel; (iii) providing all equipment
necessary to participate in the Programs, such as basketballs, training aids, camp equipment,
materials and provide coaches certification for the league coaches; (iv) providing uniforms to
participants for league play; all camp and clinic shirts shall recognize 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
gymnasiums and equipment necessary for the Programs; and (viii) providing for the clean-up
and removal of all equipment and trash and debris brought to facilities by the Basketball
League 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 Basketball League, and as a
continuing obligation hereunder, the Basketball League 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 Program Materials; Sale of Non -Food Items. The Basketball League shall be
permitted to distribute programs, pictures, advertising and other promotional materials regarding the
Programs. The Basketball League 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
Basketball League 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 Basketball League shall offer the Programs at
Winter Springs High School, hidian Trails Middle School, Willow Creek Church and UCF
gymnasiums and other City recreational facilities in the City or surrounding area and at other
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designated owned or controlled facilities that may be authorized by the City for use by the Basketball
League. The Basketball League 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 Basketball League to conduct the Programs; (ii) include program information in City
brochure, City social media and send out through e-mail along with website links; (iii) provide a
phone line with voice mail for the Basketball League information.
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 Basketball League agrees as follows:
8.1 Basketball League shall pay the City Sixteen Thousand, One Hundred and
Seventy and no/100 Dollars ($16,170.00) annually (`Annual Fee"). This Annual Fee shall
include Spring and Fall league play, two (2) inter -league tournaments, camps and clinics. In
addition to the Annual Fee, Basketball League shall pay the City Four Hundred and no/100
Dollars ($400.00) for use of the Mobile Modular Building. Further, Basketball League shall
pay any applicable rental fees for facilities utilized for any additional tournaments or special
events not covered by this Agreement.
8.2 The Annual Fee shall be paid to the City in three installments per year as
follows: The first installment of Six Thousand, One Hundred and Fifty and no/100 Dollars
($6,150.00) shall be due to the City on or before October 31st of each year; the second
installment of Six Thousand, One Hundred and Fifty and no/100 Dollars ($6,150.00) shall be
due to the City on or before January 31 st of each year; and, the third installment of Three
Thousand, Eight Hundred and Seventy no/100 Dollars ($3,870.00) shall be due to the City on
or before June 30th of each year. On November 30th of each year Basketball League 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. The
Mobile Modular Building fee shall be paid to the City on or before February 1" 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.
8.3 The City and the Basketball League 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.
8.4 The City and Basketball League agree that in the event this Agreement is
extended by mutual agreement of the parties, Basketball League may receive up to a five
percent (5%) annual increase for each year after the Initial Term, in the sole discretion of the
City.
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9.0 Reimbursement of Expenses. Basketball League shall reimburse the City for any
and all actual expenses incurred by the City in excess of any respective fiscal year's Annual Fee in
assisting Basketball League regarding any Program offered by Basketball League for the use of
facilities not owned and maintained by the City of Winter Springs including, but not limited to,
facility rental, and supervision/maintenance. The City will provide Basketball League a written
invoice(s) itemizing these expenses and payment shall be made by Basketball League within thirty
(30) days of receiving the invoice.
10.0 DisorderIN Conduct, Alcohol and Controlled Substances. The Basketball League
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 Basketball
League shall promote good sportsmanship to all Program participants. The City representative
responsible for the partnerships is the Athletic Coordinator, who 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 the Basketball
League prior to, during, or after any Program shall be strictly prohibited.
11.0 Status Conferences. At the request of the City, the Basketball League 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.
12.0 Independent Contractor, Hiring. of Personnel. The Basketball League shall be
considered an independent contractor under this Agreement. The Basketball League 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 Basketball League 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 Basketball League's
scheduling, permitting, promoting, maintaining, supervising, managing, coordinating, and
conducting any Program under this Agreement.
The indemnification provided above shall obligate the name the Basketball League to defend
at its own expense or to provide for such defense, at the option of the City, as the case maybe, of any
and all claims of liability and all suits and actions of every name and description that maybe brought
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against the City or its employees, attorneys, and officers which may result from the Basketball
League's performance under this Agreement whether performed by the Basketball League, or anyone
directly or indirectly employed, controlled, supervised, or directed by the Basketball League. 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, Basketball League agrees that any 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 Basketball League 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, maybe deemed to be
a public record, whether in the possession or control of the City or the Basketball League. 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 Basketball
League 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 BASKETBALL LEAGUE HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
BASKETBALL LEAGUE'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-59559
_CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG,1126 EAST STATE
ROAD 434, FLORIDA 32708.
Basketball League is required to and agrees to comply with public records laws. Basketball League
shall keep and maintain all public records required by the City to perform the services as agreed to
herein. Basketball League 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. Basketball League 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, Basketball League shall transfer to the City, at no cost, all public records in
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possession of the Basketball League, provided the transfer is requested in writing by the City Clerk.
Upon such transfer, Basketball League 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 Basketball League 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 Basketball League of the request and the Basketball League shall then
provide such records to the City or allow the records to be inspected or copied within a reasonable
time. If the Basketball League does not comply with a public records request, the City may enforce
this Section to the extent permitted by law. Basketball League acknowledges that if the Basketball
League does not provide the public records to the City within a reasonable time, the Basketball
League may be subject to penalties under Section 119. 10, Florida Statutes. The Basketball League
acknowledges that if a civil action is filed against the Basketball League to compel production of
public records relating to this Agreement, the court may assess and award against Basketball League
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 Basketball League, be open and freely exhibited to the City for the purpose of
examination, audit, or otherwise. Failure by the Basketball League 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
Basketball League 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 Basketball League's failure to comply with this Section, the City shall collect from
Basketball League prevailing party attorney's fees and costs, and any damages incurred by the City,
for enforcing this Section against Basketball League. 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 Basketball League'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 Liability Insurance. For the Programs performed hereunder, Basketball
League 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 Basketball League 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
Basketball League shall cause its insurance carriers to furnish insurance certificates and
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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 Basketball League in accordance with this
paragraph on the basis of its not complying with the Agreement, the City shall notify the Basketball
League in writing thereof within thirty (30) days of the date of delivery of such certificates and
endorsements to the City. The Basketball League shal l 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 Basketball League 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 Basketball League 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 Dilimence. The Basketball League 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 Basketball League 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 Basketball League
warrants unto the 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. The
Basketball League 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 Parh 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 Severabilio'. If any provision of this Agreement is held to be invalid, void, or
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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 GoverninL, 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
Mr. Chris Caldwell, Director
1126 E. State Road 434
Winter Springs, Florida 32708
PH: (407) 327-6599
FAX: (407) 327-4763
To Basketball League: WSBL - Sunshine Youth Basketball League, Inc.
Ms. Courtney Mullins
849 Arbormoor Place
Lake Mary, Florida 32746
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PH: (407) 327-8952
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 Basketball League 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 Basketball League 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. The
Basketball League shall also immediately pay all compensation due to the City pursuant to paragraph
8.0 of this Agreement.
31.0 Basketball League Sip_natorv. The undersigned person executing this Agreement on
behalf of the Basketball League hereby represents and warrants that he or she has the full authority to
sign the Agreement on behalf of the Basketball League and that he or she has the authority to fully
bind the Basketball League to the terms and conditions set forth in this Agreement.
32.0 Interpretation. The City and the Basketball League 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 Immuniht. 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
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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 School Board of Seminole CountN, Facilities. The City will coordinate with
the Basketball League to enter into agreements with Winter Springs High School, Indian Trails
Middle School, Tuscawilla Middle School, and Jackson Heights Middle School to utilize the
gymnasium facilities for all Basketball League programs.
36.0 No Guarantee by Cite. 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 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.
By:
Kei)Smith j rii;- Manager
Date: -7 Ll 7 ®°7
BASKETBALL LEAGUE:
WSBL - Sunshine Youth Basketball League, Inc.
a Florida Corporation.
Coura-4y Mullins, President
Date: i - � -L 1--J
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