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HomeMy WebLinkAbout2019 07 08 Consent 305 - Recreation Program Partnership Agreement – Winter Springs Grizzlies CONSENT AGENDA ITEM 305 T°9 CITY COMMISSION AGENDA I JULY 8, 2019 1 REGULAR MEETING TITLE Recreation Program Partnership Agreement-Winter Springs Grizzlies SUMMARY Parks and Recreation is requesting the City Commission to authorize the renewal of the attached two-year agreement with the Winter Springs Grizzle football and cheerleading program. The Grizzlies have provided beneficial youth sports programs to our residents for over 22 years. Their participation has increased from last year to over 300 kids, of which over 85% are Winter Springs residents. The City will continue to provide the facilities for both games and practices. The Grizzlies will pay the agreed amount of$6,100 annually. This amount is a reduction from last year due to the decrease in the number of teams in the league from six to four, which reduces the need for practice field space. In addition, the Grizzlies will coordinate and pay$1,000 to WSHS for the use of the stadium field for home games and use of the cafeteria for cheerleading practices. The agreement allows for an annual evaluation of the program by both parties to review fees and services for any needed adjustments. RECOMMENDATION Staff is recommending the City Commission authorize the City Manager to execute the attached Recreation Program Agreement, as prepared by the City Attorney, between the City of Winter Springs and the Winter Springs Grizzlies. The term of Agreement commences on August 1, 2019, and ends on July 31, 2021. CITY OF WINTER SPRINGS RECREATIONAL PROGRAM AGREEMENT. THIS RECREATIONAL PROGRAM AGREEMENT ("Agreement"), made and entered into this day of 2019,by and between the CITY OF "TER SPRNGS,a Florida municipal corporation City "), GRIZZLIES, INC., a Florida nonprofit corporation ("Grizzlies"). WITNESS ETH: WHEREAS,the City has certain recreational facilities available for use by the public; and WHEREAS,Grizzlies desire to offer a recreational program for the benefit of the public using the recreational facilities available to the City; and WHEREAS, the City is willing to permit Grizzlies program to take place at the Winter Springs Football Stadium 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 8.4, herein. 3.0 School Board Contract. Grizzlies hereby acknowledge 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. Grizzlies agree 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. Further, the City acknowledges that Grizzlies may enter into a separate contract with Winter Springs High School for services or facility use and that the Grizzlies, and not the City, will be solely responsible for any such contract. 4.0 Program and Additional Services Conducted by Grizzlies. Grizzlies shall provide and promote football and cheerleading programs to enhance the existing recreational programs offered by the City. The program shall include, but shall not be limited to, a fall football/ Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 1 of 11 cheerleading program for participants ages 5 through 15, a football and cheerleading competition, 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 a punt, pass and kick competition. Unless otherwise provided in this Agreement, the aforesaid programs shall hereinafter be referred to as "Programs." Grizzlies shall not deviate from the Programs set forth in this Agreement without the prior mutual consent of the City.Programs should be held during non-school hours. 4.1 Grizzlies 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, competition judges, scorers, and administrative and support personnel to operate the Programs and provide a criminal background check for Grizzlies personnel; (iii) providing all equipment necessary to participate in the Programs, such as footballs, training aids, protective equipment, cheerleading materials and provide coaches certification for the league coaches; (iv) providing uniforms to 3articiPanlsfor league play, (v) providing an award recognition program of choice; (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 Grizzlies 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 Grizzlies, and as a continuing obligation hereunder, Grizzlies 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. Grizzlies shall be permitted to distribute programs, pictures, advertising and other promotional materials regarding the Programs. Grizzlies shall also be permitted to sell and distribute food or drink items during the course of any Program only upon prior mutual agreement with the City. Grizzlies 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. Grizzlies shall offer the Programs at the Winter Springs Football Stadium and at other designated City owned or controlled facilities that may be authorized by the City for use by Grizzlies. Grizzlies agree 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 Grizzlies to conduct the Programs; (ii) include program information in City brochure, City social media and send out through e-mail along Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 2 of 11 with website links; (iii) equipment storage area. Grizzlies acknowledges and agrees that the equipment storage area is provided purely for Grizzlies' convenience and that City shall not be responsible for any loss or destruction of such equipment for any reason. 8.0 Compensation.For the use of the City facilities and receipt of City services set forth in paragraph 7.0 of this Agreement, Grizzlies agree as follows: 8.1 Grizzlies shall pay the City Six-Thousand One Hundred and no/ 100 Dollars ($6,100) annually ("Annual Fee"). This Annual Fee shall include Fall league play, two (2) interleague tournaments, camps and clinics. Further, Grizzlies 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 one (1) Six Thousand Oneand no/ 100 Dollars ($6,100)installment per year, which shall be due to the City on or before July 1 `of each year. Failure to make the payment within the time proscribed shall result in a five percent(5%) late fee being added to the payment amount. 8.3 The City and Grizzlies 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 Grizzlies agree that in the event this Agreement is extended by mutual agreement of the parties, Grizzlies 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. Grizzlies shall reimburse the City for any and all actual expenses incurred by the City in assisting Grizzlies regarding any Program offered by Grizzlies for the use of facilities not owned and maintained by the City of Winter Springs including,but not limited to, field rental, and supervision/maintenance. The City will provide Grizzlies a written invoice(s)itemizing these expenses and payment shall be made by Grizzlies within thirty (30) days of receiving the invoice. 10.0 Disorderly Conduct.Alcohol and Controlled Substances. Grizzlies 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. Grizzlies shall promote good sportsmanship to all Program participants. The City representative responsible for the partnerships is the Athletic Coordinator. The Recreation Manager shall have the authority and responsibility to investigate and resolve complaints and other inquires from the Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 3 of 11 public, suspend coaches, players or parents from games or facilities with approval from Grizzlies President and Board, complying with Mid-Florida Pop Warner guidelines and the Parks and Recreation Director. The use of alcoholic beverages or illegal controlled substances by Program participants and Grizzlies prior to, during, or after any Program shall be strictly prohibited. 11.0 Status Conferences and Participant Information. At the request of the City, Grizzlies 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 September 1 st of each year the Grizzlies 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. Hiring of Personnel. Grizzlies shall be considered an independent contractor under this Agreement. Grizzlies 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. Grizzlies 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,postjudgment and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Grizzlies 's scheduling, permitting, promoting, maintaining, supervising, managing, coordinating, and conducting any Program under this Agreement. The indemnification provided above shall obligate the name Grizzlies 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 Grizzlies 's performance under this Agreement whether performed by Grizzlies, or anyone directly or indirectly employed, controlled, supervised, or directed by Grizzlies. 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 ng ment. 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,Grizzlies agree 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/The Winter Springs Grizzlies,Inc. Page 4 of 11 photographs, data processing software,writings or other material(s),regardless of the physical form, characteristics, or means of transmission, of Grizzlies 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 o official business by the City, may be deemed to be a public record,whether in the possession or control of the City or the Grizzlies. 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 Grizzlies are subject to the provisions Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 5 of 11 of Chapter 1 1 9, Florida Statutes, and may not be destroyed without the specific written approval of the City's designated custodian of public records. IF THE GRIZZLIES HAVE QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE GRIZZLIES' DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-5955, CITYCLERKDEPARTMENTkWINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. Grizzlies are required to and agrees to comply with public records laws. Grizzlies shall keep and maintain all public records required by the City to perform the services as agreed to herein. Grizzlies 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. Grizzlies 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, Grizzlies shall transfer to the City, at no cost, all public records in possession of the Grizzlies, provided the transfer is requested in writing by the City Clerk. Upon such transfer, Grizzlies 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 Grizzlies 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 Grizzlies of the request and the Grizzlies shall then provide such records to the City or allow the records to be inspected or copied within a reasonable time. If the Grizzlies do not comply with a public records request,the City may enforce this Section to the extent permitted by law. Grizzlies acknowledge that if the Grizzlies do not provide the public records to the City within a reasonable time, the Grizzlies may be subject to penalties under Section 119.10, Florida Statutes. The Grizzlies acknowledge that if a civil action is filed against the Grizzlies to compel production of public records relating to this Agreement, the court may assess and award against Grizzlies 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 Grizzlies,be open and freely exhibited to the City for the purpose of examination, audit, or otherwise. Failure by Grizzlies to gant 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 Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. a written notice of cancellation. If the Grizzlies fail 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 1 19, Florida Statutes, due to Grizzlies' failure to comply with this Section,the City shall collect from Grizzlies prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Grizzlies. 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 Grizzlies' 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, Grizzlies 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 Grizzlies 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." Grizzlies 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 Grizzlies in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Grizzlies in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. Grizzlies 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 signed by both parties. 18.0 Compliance with Laws. Grizzlies 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. Grizzlies 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. Grizzlies 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 Grizzlies to conduct the Programs, the availability of Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 7of11 materials and labor, the cost thereof, the requirements to obtain necessary insurance, permits, equipment, and the steps necessary to complete the Programs. Grizzlies 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. Grizzlies 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 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. 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 Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 8 of 11 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 Grizzlies: The Winter Springs Grizzlies, Inc. Tim Billups PO Box 196145 Winter Springs, Florida 32719 PH: (407) 729-3513 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, Grizzlies 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. Grizzlies 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 Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 9of11 Agreement. Grizzlies shall also immediately pay all compensation due to the City pursuant to paragraph 8.0 of this Agreement. 31.0 Grizzlies Signatory. The undersigned person executing this Agreement on behalf of Grizzlies hereby represents and warrants that he has the full authority to sign the Agreement on behalf of Grizzlies and that he has the authority to fully bind Grizzlies to the terms and conditions set forth in this Agreement. 32.0 Interpretation. The City and Grizzlies 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 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 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. The City and Grizzlies acknowledge that Grizzlies will have priority use of the football field at Central Winds Park and the practice fields for the fall season. The City and Grizzlies also acknowledge that any requests made by Grizzlies for game and practice fields submitted during a fall season will be scheduled by the City on an as available basis. 36.0 No Guarantee by City. Nothing contained in this Agreement shall be construed as a guarantee for the use of any City owned or maintained facility. The parties fully understand and agree that City owned or maintained facilities may not be suitable, at the discretion of the City for play or practice due to inclement weather, lightning, vandalism, emergencies, acts of Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 10 of 11 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. CITY: GRIZZLIES: City of Winter Springs, The Winter Springs Grizzlies,Inc., a Florida municipal corporation a Florida non profit corporation By: By: Shawn Boyle,Interim City Manager Frank Pitman, Commissioner Date: Date: Recreational Program Agreement City of Winter Springs/The Winter Springs Grizzlies,Inc. Page 11 of 11