HomeMy WebLinkAboutWinter Springs Youth Sports, Inc. Recreational Program Agreement 2019 07 25 CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
THIS REC ATION 1, PROGRAM AGREEMENT ("Agreement"), made and
entered
into
mumci'day of J, i„� ,2019,by and between the CITY OF WINTER SPRINGS,
pal corporation (City"), and WINTER SPRINGS YOUTH SPORTS, INC., a
Florida nonprofit corporation("Youth Sports").
WITNESSETH:
WHEREAS, the City has certain recreational facilities available for use by the public; and
WHEREAS, Youth Sports is desirous of offerig a public recreational program for the
benefit of its participants who are largely residents of the City of Winter Springs using the
recreational facilities available to the City; and
WHEREAS, the City is willing to permit the Youth Sports program, a non-profit
organization, to take place at the Central Winds Park, Trotwood & Sunshine Park, and other City
recreational facilities located within the City of Winter Springs, Florida.
NOW, THEREFORE, in consideration of the mutual covenants and provisions hereof,
and other good and valuable consideration, the receipt and sufficiency all of which are hereby
acknowledged,the parties desire to be legally bound by the terms and conditions of this Agreement
as follows:
1.0 Recitals. The foregoing recitals are hereby incorporated herein in their entirety by
this reference.
2.0 Term of Agreement. The term of this Agreement shall commence on August 1,
2019, and end on July 31, 2021 ("Initial Term"). This Agreement may be extended by mutual
agreement of the parties, subject to section 8.5, herein.
3.0 School Board Contract. Youth Sports hereby acknowledges that the City and the
School Board of Seminole County have no beneficial agreement that permits the City to utilize
facilities owned by the School Board of Seminole County. Youth Sports agrees that its use of any
facilities owned by the School Board is subject to the terms and conditions of the School Board of
Seminole County, if any, and shall require separate authorization as deemed necessary by the
School Board.
4.0 Program and Additional Services Conducted by Youth S orts. Youth Sports shall
provide and promote a baseball and softball program to enhance the existing recreational programs
offered by the City. The program shall include,but shall not be limited to, a fall and spring Youth
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Sports for participants ages 4 through 18, a travel and tournament baseball/softball, a
baseball/softball camp, motivational seminars, and other recreational type special events. Camps
and clinics shall include,but not be limited to, clinics for youth,teams, coaches,officials,parents,
and special population programs. Special events shall include,but not be limited to,playoff games,
championship games,invitational games,fundraisers and tournaments. Unless otherwise provided
in this Agreement, the aforesaid programs shall hereinafter be referred to as "Programs." Youth
Sports shall not deviate from the Programs set forth in this Agreement without the prior written
consent of the City. Programs should be held during non-school hours.
4.1 Youth Sports 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 and provide a criminal
background check for the Youth Sports personnel; (ii) providing coaches, umpires, speakers,
competition officials, scorers, and administrative and support personnel to operate the Programs;
(iii) providing all equipment necessary to participate in the Programs, such as base balls, training
aids, camp equipment, materials; (iv) providing uniforms to participants for league play,; (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 Youth Sports and their guests, invitees, spectators,participants and personnel
(cleanup shall be completed as soon as possible after each Program);(ix)coordinating certification
of league coaches.
5.0 Certificates. Upon execution of this Agreement by the Youth Sports, and as a
continuing obligation hereunder,Youth Sports 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. Youth Sports shall be permitted to
distribute programs,pictures, advertising and other promotional materials regarding the Programs.
Youth Sports 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. Youth Sports 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. Youth Sports shall offer the Programs at the Central
Winds Park,Trotwood Park and Sunshine Park, and at other designated City owned or controlled
facilities that may be authorized by the City for use by Youth Sports. Youth Sports 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 Youth Sports to conduct the
Programs, the City and the Youth Sports acknowledge that the Youth Sports will have priority use
of the baseball/softball game and practice fields for Youth Sports fall and spring games and
practices that are initially submitted to the City prior to the start of each fall and spring season.
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The City and Youth Sports also acknowledge that any requests made by Youth Sports for game
and practice fields submitted during a fall or springs season will be scheduled by the City on an as
available basis; (ii) include program information in City brochure, City social media and sen&out
through e-mail along with website links; and(iii)provide an on-site equipment storage area. Youth
Sports acknowledges and agrees that the equipment storage area is provided purely for Youth
Sports' convenience and that City shall not be responsible for any loss or destruction of such
equipment for any reason.
8.0 Comppensation. For the use of the City facilities and receipt of City services set forth
in paragraph 7.0 of this Agreement, Youth Sports agrees as follows:
8.1 Youth Sports shall pay the City Thirteen Thousand,Nine-Hundred and fourty-
four and no/100 Dollars ($13,944.00) annually("Annual Fee"). This Annual Fee shall include
Spring and Fall league play,two (2) inter-league tournaments,try-outs and clinics. Further,
Youth Sports shall pay any applicable rental fees for facilities utilized for any additional
tournaments or special events not covered by this Agreement.
8.2 Youth Sports shall pay the City Three Thousand and no/l00 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) Six-Thousand,Nine-Hundred and
seventy-two and no/100 Dollar ($6,972.00) installments per year. The first installment shall be
due to the City on or before August 1"of each year and the second installment shall be due to the
City on or before February 1st 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.
8.4 The City and Youth Sports 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.
8.5 The City and Youth Sports agree that in the event this Agreement is extended
by mutual agreement of the parties, Youth Sports 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. Youth Sports shall reimburse the City for any and all
actual expenses incurred by the City in assisting Youth Sports regarding any Program offered by
Youth Sports including, but not limited to, field rental, and supervision/maintenance. The City
will provide Youth Sports a written invoice(s)itemizing these expenses and payment shall be made
by Youth Sports within thirty(30) days of receiving the invoice.
10.0 Disorderly Conduct Alcohol and Controlled Substances. Youth Sports shall not
permit any guests, invitees, employees, agents, or other Program participants to engage in any
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disorderly conduct or criminal conduct while participating in any Program. Youth Sports shall
promote good sportsmanship to all Program participants. The City representative responsible for
the partnerships is the Recreation Manager,who has the authority and responsibility to investigate
and resolve complaints and other inquiries from the public, suspend coaches, players or parents
from games or facilities,with the approval of the Parks&Recreation Director.The use of alcoholic
beverages or illegal controlled substances by Program participants and Youth Sports prior to,
during, or after any Program shall be strictly prohibited.
11.0 Status Conferences and Participant Information. At the request of the City,Youth
Sports 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 Pt of each year Youth Sports
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. Youth Sports shall be considered an
independent contractor under this Agreement. Youth Sports 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. Youth Sports shall indemnify and hold
harmless the City and its employees, officers, attorneys, agents, and contractors from and against
all claims,losses,damages,personal injuries,excluding Worker's Compensation claims(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 Youth Sports' scheduling, permitting, promoting, maintaining, supervising,
managing, coordinating, and conducting any Program under this Agreement.
The indemnification provided above shall obligate Youth Sports 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 Youth Sports'
performance under this Agreement whether performed by Youth Sports, or anyone directly or
indirectly employed, controlled, supervised, or directed by Youth Sports. 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 Assi nment. 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 119.0701, Florida Statutes and other applicable
public records laws, Youth Sports agrees that any records, documents, transactions, writings,
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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 Youth Sports 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 Youth Sports. 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 Youth Sports 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 YOUTH SPORTS HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
YOUTH SPORTS' DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
THE
CITY CLERK, AT (407) 327-59559
CITYCLERKDEPARTMENT(' tWINTERSPRINGSFL.ORG, 1126 EAST
STATE ROAD 434, FLORIDA 32708.
Youth Sports is required to and agrees to comply with public records laws.Youth Sports shall keep
and maintain all public records required by the City to perform the services as agreed to herein.
Youth Sports 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. Youth Sports 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,
Youth Sports shall transfer to the City, at no cost, all public records in possession of the Youth
Sports,provided the transfer is requested in writing by the City Clerk. Upon such transfer,Youth
Sports 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 Youth Sports 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 Youth Sports of the
request and the Youth Sports shall then provide such records to the City or allow the records to be
inspected or copied within a reasonable time. If the Youth Sports does not comply with a public
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records request, the City may enforce this Section to the extent permitted by law. Youth Sports
acknowledges that if the Youth Sports does not provide the public records to the City within a
reasonable time, the Youth Sports may be subject to penalties under Section 119.10, Florida
Statutes. The Youth Sports acknowledges that if a civil action is filed against the Youth Sports to
compel production of public records relating to this Agreement, the court may assess and award
against Youth Sports 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 Youth Sports,be open and freely exhibited to the City for the purpose
of examination, audit, or otherwise. Failure by Youth Sports 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
Youth Sports 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 Youth Sports' failure to comply with this Section,the City shall collect from Youth
Sports prevailing party attorney's fees and costs, and any damages incurred by the City, for
enforcing this Section against Youth Sports. 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 Youth Sports' 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 Liabilit Insurance,. For the Programs performed hereunder,Youth Sports
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 Youth Sports 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."
Youth Sports 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 Youth Sports in accordance with this paragraph on the basis of its
not complying with the Agreement, the City shall notify Youth Sports in writing thereof within
thirty (30) days of the date of delivery of such certificates and endorsements to the City. Youth
Sports 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.
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18.0 Compliance with Laws. Youth Sports 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. Youth Sports 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. Youth Sports 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 Youth Sports 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. Youth Sports 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. Youth Sports
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 parry beneficiary contract and
shall not in any respect whatsoever create any rights on behalf of any party not expressly a party
to this Agreement.
22.0 Further Assurances. From and after the execution of this Agreement, each of the
parties hereto shall fully cooperate with each other and perform any further act(s) and execute and
deliver any further documents which may be necessary or desirable in order to carry out the
purposes and intentions of this Agreement.
23.0 Severability. If any provision of this Agreement is held to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless
the absence of the invalid,void or unenforceable provision or provisions causes this Agreement to
fail in its essential purposes.
24.0 Governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. The parties further agree that in any dispute
between them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located
in Seminole County, Florida, for state actions and Orlando, Florida, for federal actions; any
objections as to jurisdiction or venue in such courts being expressly waived.
25.0 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the prevailing party in such litigation
or controversy shall be entitled to recover from the other party or parties all reasonable attorney's
fees and paralegal fees, expenses and suit costs, including those associated with any appellate or
post judgment collection proceedings.
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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
Chris Caldwell,Director
1126 E. State Road 434
Winter Springs, FL 32708
PH: (407) 327-6599
FAX: (407) 327-4763
To Youth Sports: Winter Springs Youth Sports, Inc.
Jason Maitland
PO Box 195221 Winter Springs, FL 32708
PH: (407) 321-624-3450
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, Youth Sports 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. Youth Sports 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. Youth
Sports shall also immediately pay all compensation due to the City pursuant to paragraph 8.0 of
this Agreement.
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31.0 Youth S)orts Si natou The undersigned person executing this Agreement on
behalf of Youth Sports hereby represents and warrants that he has the full authority to sign the
Agreement on behalf of Youth Sports and that he has the authority to fully bind Youth Sports to
the terms and conditions set forth in this Agreement.
32.0 Interoretation. The City and Youth Sports 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 Immunit% 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 Trotwood Park and Sunshine Park. The City and
Youth Sports acknowledge that Youth Sports will have priority use of the baseball/softball game
fields at Central Winds Park and the practice baseball/softball fields at Trotwood Park and
Sunshine Park for Youth Sports' fall and spring season. The City and Youth Sports also
acknowledge that any requests made by Youth Sports for game and practice fields submitted during
a fall or spring season will be scheduled by the City on an as-available basis.
36.0 No Guarantee by Citi. 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 circumstance that the City deems could injure the participants
or damage the facilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
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CITY: YOUTH SPORTS:
City of Winter Springs, Winter Springs Youth Sports,Inc.,
a Florida municipal roe-portion a Florida nab profit corporation
B Shawn B9y�,is i By. _ �....`.�............ __._
Y= —
City Manager Jason Maitland,President
Date: Date.
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