HomeMy WebLinkAbout2025 02 10 Consent 306 - Municipal Services Agreement, Winter Springs Senior Center, Inc.CONSENT AGENDA ITEM 306
CITY COMMISSION AGENDA | FEBRUARY 10, 2025 REGULAR MEETING
TITLE
Municipal Services Agreement, Winter Springs Senior Center Inc.
SUMMARY
During recent City Commission meetings, the Commission provided direction to City
Staff regarding desired updates to the existing Municipal Services Agreement with the
Winter Springs Senior Center Inc.
On January 13th, City Staff met with the board of the Winter Springs Senior Center Inc.
to discuss potential updates for inclusion in the agreement. All proposed revisions
have been incorporated into the attached redlined copy of the Municipal Services
Agreement for review.
FUNDING SOURCE
RECOMMENDATION
City Staff is recommending City Commission review and approve the revised Municipal
Services Agreement with the Winter Springs Senior Center Inc.
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MUNICIPAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of
November_____________, 202509, by and between the CITY OF WINTER SPRINGS,
FLORIDA, a Florida municipal corporation with its principal location at 1126 East State Road
434, Winter Springs, Florida 32708 ("City") and WINTER SPRINGS SENIOR CENTER,
INC., a Florida nonprofit not for profit corporation with its principal place of business located at
400 North Edgemon Avenue, Winter Springs, Florida 32708 ("Service Provider").
RECITALS:
WHEREAS, the City desires to continue providing wholesome and entertaining
programs, functions, and services to its senior citizens; and
WHEREAS, the City finds that these programs, functions, and services serve a public
purposes; and
WHEREAS, the Service Provider is a not-for-profit Florida corporation, which desires to
continue providing senior programs, functions, and services for the benefit of the citizens of the
City of Winter Springs; and
WHEREAS, the City Council believes the programs and services to be provided through
the programs of the Service Provider within the City of Winter Springs have and will continue to
benefit all residents of the City, especially the seniors; and
WHEREAS, the Service Provider has requested to assist the City in off-settingoffsetting
the costs associated with providing the programs, functions and services necessary to meet the
needs and desires of the residents of the City; and
WHEREAS, the parties recognize that , this Agreement is necessary to ensure that the
programs, functions and services provided pursuant to this Agreement ultimately serve the
aforesaid public purpose; and
WHEREAS, the City and Service Provider previously entered into a Municipal Services
Agreement for the Service Provider to provide programs within the City of Winter Springs,
executed on November 18, 2009; and
WHEREAS, the City and Service Provider desire to continue their established
relationship while amending the precise terms of the Agreement between the Parties and the
responsibilities of each Party under this Agreement; and
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WHEREAS, the parties agree that the services provided by the Service Provider
hereunder are for the benefit of the public health, safety, welfare, convenience and morals of the
citizens of the City of Winter Springs.
NOW THEREFORE, in consideration of the mutual promises and covenants herein,
and other good and valuable consideration, which the parties agree has been exchanged and
received, the parties agree as follows:
1.0 Recitals. The foregoing recitals are deemed to be true and accurate and are
fully incorporated herein by this reference.
2.0 Definitions. For purposes of this Agreement, the following terms and words
shall have the meaning ascribed to them, unless the context clearly indicates otherwise:
(a) "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement, as amended from time to time, which shall constitute authorization
for the Service Provider to provide the Municipal Services stated herein.
(b) "City" is the City of Winter Springs, a Florida municipal corporation.
(c) "Effective Date" shall be the date on which the last signatory hereto shall execute
this Agreement, and it shall be the date on which this Agreement shall go into
effect. The Agreement shall not be effective against any party until said date.
(d) “Facilities” shall mean the senior center owned by the City and located on at 400
N. Edgemon Drive in Winter Springs, Seminole County, Florida.
(e) "Funds" shall mean the monies paid by the City to the Service Provider in
accordance with paragraph 4.0 of this Agreement, if any.
(f) "Public Records" areis as described in Section 119.011(1),Chapter 119, Florida
Statutes.
(fg) "Service Provider" is Winter Springs Senior Center, Inc., a Florida non-profit
corporation.
(gh) "Work" or "Municipal Services" shall be used interchangeably and shall refer to
the performance of the services outlined in paragraph 5.0 of this Agreement.
(hi) "Wrongfully Expended Funds" is defined in paragraph 15.0 of this Agreement.
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3.0 Engagement. The City desires to maintain a recreational and cultural program
for seniors which will be hosted primarily at the Facilities. In furtherance of this desire, the City
hereby engages the Service ProviderProvider, and the Service Provider agrees to perform the
Municipal Services outlined in paragraph 5.0 of this Agreement under the terms and conditions
herein.
4.0 Funds; Use of City of Winter Springs Senior Center Facilities.
(a) The City is not beshall not be responsible for funding the municipal services provided
by Service Provider under this Agreement. The parties recognize that Service Provider raises
revenue through membership dues, donations, fees, and surplus proceeds earned through
programs, services, and functions held by Service Provider from time-to-time (“Revenue”).
Service Provider agrees that this Revenue, less Service Provider’s reasonable business expenses
and charitable donations, will be used to fund programs, services, and functions provided by
Service Provider under this Agreement. However, at the City’s sole and absolute discretion, the
City may choose to also fund, in whole or in part, other or supplemental programs, functions, and
services for seniors at the Facilities. Said programs, functions, and services may be performed
independent of those programs, functions, and services provided by Service Provider, or
alternatively, they may be performed together with the Service Provider. Any funds provided by
the City under this Agreement must be lawfully budgeted and appropriated for such purpose
during the City’s current fiscal year.
(b) Subject to the provisions of Paragraph 8.0 of this Agreement, Service Provider shall
have the use of the Facilities to provide the programs, functions, and services required by this
Agreement. It is understood that the Service Provider may have the use of the Facilities for their
membership activities provided said activities are in furtherance of, and consistent with, the
programs, functions, and services required by this Agreement.
5.0 Municipal Services Provided by Service Provider. In cooperation with the
City, the Service Provider agrees, at its expense, to coordinate and provide programs, functions,
and services for senior citizens at the Facilities. Said senior programs, functions, and services
shall include:
5.1 Educational classes and seminars related to computers, driving, internet
usage, Art, AARP sponsored programs, medical issues, and other informative
topics deemed reasonable for a cultural and recreational senior center.
5.2 Exercise classes such as Tai Chi, Yoga, Jazzercise, swimming, and similar
activities.
5.3 Dance classes and events.
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5.4 BINGO pursuant to the terms and conditions of paragraph 7.0.
5.5 Recreational games such as Bridge, BillardsBilliards, Cards, BUNCO, and
similar activities subject to the terms and conditions of paragraph 7.0.
5.6 Organized breakfasts, luncheons and dinners.
(a) City employees may assist the Service Provider with tasks related
to providing organized breakfasts, luncheons, and dinners,
including but not limited to assisting with setting up for meal
services, serving meals, accepting and unpacking food deliveries,
and cleaning following meal services.
5.7 Field trips to museums, events, or other attractions.
5.8 Book and movie clubs.
5.9 Other programs, functions, and services approved by Service Provider and
the City.
6.0 Additional Responsibilities of Service Provider.
6.1 Service Provider will provide and maintain a number of computers and
printers for use by seniors at the Facilities. Said computers will have an internet connection.
Service Provider agrees to provide, at its expense, the internet service and computer supplies
such as paper, ink, and other supplies for the computers and printers.
6.2 Service Provider will provide an updated monthly calendar of senior
programs, functions, and services. City employees may be available to assist with electronic
formatting of the calendar. To the extent that the calendar is contained within a newsletter or
other document, City employees may be available to assist with electronic formatting of the
newsletter or other document .
(a) The calendar does not reflect the official positions, statements, or opinions
of the City.
(b) Any newsletters, pamphlets, brochures, or any other documents produced
by the Service Provider, including any advertisements contained within
said newsletters, pamphlets, brochures, or other documents, do not reflect
the official positions, statements, or opinions of the City.
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6.3 Service Provider will provide and maintain an adequate stock of
miscellaneous beverage supplies for the kitchen at the Facilities including coffee, tea, creamers,
and milk. In addition, Service Provider will also provide and maintain miscellaneous paper
products for the kitchen at the Facilities such as paper plates and utensils, paper towels, and
napkins. The beverage supplies and paper products provided by the Service Provider shall only
be used for the senior programs, functions, and services.
6.4 With the City’s prior written approval, Service Provider may also provide and
maintain other equipment and furniture at the Facilities. However, to the extent that the
equipment and furniture is not donated to, and accepted by, the City, said equipment and
furniture must be inventoried at all times by mutual agreement of the parties. In addition, such
equipment and furniture, to the extent physically feasible, must be properly labeled by Service
Provider with an identification tag or permanent marker evidencing Service Provider’s
ownership. Any of Service Provider’s equipment or furniture located at the Facilities prior to the
effective date of this Agreement, will be inventoried and tagged, or marked within thirty (30)
days by mutual agreement of Service Provider and City. The City shall not be liable for any loss
or damage to Service Provider’s equipment and furniture located at the Facilities, unless such
loss or damage was directly caused by a City employee.
6.5 Service Provider will be responsible for routine clean-up after every program,
function, or service provided by Service Provider at the Facilities including, but not limited to,
disposing of trash, removing debris from tables and the floor, washing dishes, pots, and utensils,
and putting away items in their assigned place. City employees may assist with clean-up
following services, including but not limited to assisting with lifting heavy items, moving items,
taking out trash, cleaning floors and surfaces, and related tasks.
7.0 Gambling Prohibited. Gambling at the Facilities is strictly prohibited. In
furtherance of this prohibition, Service Provider agrees to periodically advise its members of this
prohibition at appropriate times, and to take such actions that are necessary to prohibit its
members and any invitee thereof from gambling at the Facilities.
Notwithstanding the foregoing, in accordance with Florida law, the following activities
shall not be considered gambling: (1) BINGO provided the BINGO activity is conducted in
accordance with section 849.0931, Florida Statutes, as may be amended; and (2) Penny-ante
games defined and conducted in accordance with section 849.085, Florida Statutes, as may be
amended. Service Provider shall familiarize itself with the aforementioned statutes. A copy of
the current applicable statutes are attached hereto as EXHIBIT “A.”
8.0 City’s Use and Maintenance of Facilities. Service Provider understands and
agrees that the Facilities are owned by the City, and that as owners, the City has the priority right
to use the Facilities for other municipal purposes, and to maintain said Facilities. Service
Provider also understands and agrees that the municipal services provided by Service Provider
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hereunder may need to be rescheduled because of, or coordinated in advance with, the City’s
other scheduled events for the Facilities or the City’s maintenance of the Facilities. Service
Provider agrees to fully cooperate with the City in scheduling and conducting any programs,
functions, and services at the Facilities.
9.0 Association Membership. The parties recognize that Service Provider has
adopted By-Laws whereby individuals, who are fifty-five years of age and older and residents of
Seminole County, are eligible to become members of the association organized and managed by
Service Provider. In addition, members are required to pay annual dues to become a member of
the association. The City understands that this is a private membership organized under Florida
corporate law. Further, the City agrees that the Service Provider may continue to offer this
private membership opportunity in conjunction with the services provided hereunder. However,
Service Provider understands and agrees that individuals do not have to become members of the
association in order to use the Facilities. While Service Provider may explain the benefits and
privileges of becoming a member of the association, Service Provider shall not represent to any
individual, under any circumstance, that membership in the association is a condition for using
the Facilities, or participating in a senior function, program, and service provided by the City
under this Agreement.
10.0 Background Checks; Employment Restrictions.
10.1 To the extent required by the City or law, Service Provider shall conduct
criminal, civil and employment background checks on the officers, employees, and volunteers
hired or retained by Service Provider. Upon request by the City, the results of these background
checks shall be made immediately available to the City for inspection.
10.2 Service Provider shall not allow any of its officers, employees or
volunteers to perform any services that are provided hereunder if said officer, employee or
volunteer has been convicted, or found in violation of, any elder abuse statute including, but not
limited to, section 825.102, Florida Statutes and chapter Chapter 415, Florida Statutes. For
purposes of this subsection, the terms “convicted” or “found in violation of” shall include not
only a court adjudication of guilty or civil judgment in violation, butviolation but shall also
include a plea of nolo contendere and any pending formal criminal charge or pending civil action
brought against an officer, employee, or volunteer of Service Provider.
11.0 Facilities Rules Adopted by the City. The City has the sole and absolute
discretion to adopt rules and procedures for the use of the Facilities. Service Provider agrees to
familiarize itself with the rules and procedures and to abide by them at all times. Moreover,
Service Provider will enforce said rules and procedures against individuals or its members to the
extent said individuals or members are participating in any services, functions, or programs
provided by Service Provider hereunder.
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12.0 Professionalism and Standard of Care. The Service Provider shall do, perform
and carry out in a professional manner all services required to be performed by this Agreement.
Service Provider shall also use the degree of care and skill in performing the services that are
ordinarily exercised under similar circumstances by reputable members of Service Provider’s
profession working in the same or similar locality as Service Provider.
13.0 Submittal of Progress Reports. On an annual basis, theThe Service Provider
shall provide an annual financial report to the City. In addition, Service Provider shall submit
upon request of the City a written progress report as to the status of all services set forth in this
Agreement and to the success of the project. The report shall in a sufficient manner demonstrate
that any Funds expended were used to provide senior programs, functions, and services to
Facilities. If the detail in any report is not sufficient in the City Manager’s reasonable discretion
to permit the City to determine the financial status of the Service Provider, services performed or
the manner in which services are being performed, the City may seek more detailed information
from the Service Provider. Service Provider agrees to provide that information within a
reasonable time period.
14.0 Warranty of Professional Services. The Service Provider (for itself and any of
its employees, contractors, partners, and agents used to perform the services provided hereunder)
hereby warrants unto the City that all of its employees (and those of any of its contractors,
partners, and agents used to perform the services) have sufficient experience to properly
complete the services specified herein or as may be performed pursuant to this Agreement. In
pursuit of any services, the Service Provider shall supervise and direct the services, using its best
skill and attention and shall enforce strict discipline and good order among its employees. The
Service Provider shall comply with all laws, ordinances, rules, regulations, and lawful orders of
any public authority hearing on the performance of the services.
15.0 Services are a Private Undertaking. With regard to any and all services
performed hereunder, it is specifically understood and agreed to by and between the parties
hereto that the contractual relationship between the City and Service Provider is such that the
Service Provider is an independent contractor and not an agent of the City. The Service
Provider, its officers, contractors, partners, agents, volunteers, and their employees are
independent contractors and not employees of the City. Nothing in this Agreement shall be
interpreted to establish any relationship other than that of an independent contractor, between the
City, on one hand, and the Service Provider, its officers, contractors, partners, employees,
volunteers, or agents, during or after the performance of the services under this Agreement.
16.0 Compliance Monitoring. Service Provider agrees that City control and
monitoring of any Funds provided by the City hereunder is necessary to insureensure that
Service Provider is expending said Funds in furtherance of the public purposes declared by the
City under this Agreement.
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17.0 Public Records. Pursuant to Section 119.0701, Florida Statutes, and other
applicable public records laws (collectively, the “Public Records Laws”), Service Provider
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 Service Provider 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 under and pursuant to the Public Records Laws, whether in the possession
or control of the City or the Service Provider. If and to the extent 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 Service Provider are
subject to the provisions of Chapter 119, Florida Statutes, or other Public Records Laws (records
subject to the Public Records Laws are herein referred to as “public records”), they may not be
destroyed without the specific written approval of the City’s designated custodian of public
records. All books, cards, registers, receipts, documents, and other papers in connection with this
Agreement shall at any and all reasonable times during the normal working hours of the Service
Provider be open and freely exhibited to the City for the purpose of examination and/or audit.
Notwithstanding anything herein to the contrary, the parties agree to maintain the confidentiality
of any and all records or documents from third party disclosure that are deemed confidential
and/or exempt from public records disclosure pursuant to federal or state law, including, but not
limited to, under the Health Insurance Portability and Accountability Act of 1996 and related
HIPAA Privacy Rules.
IF THE SERVICE PROVIDER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SERVICE
PROVIDER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY
CLERK, AT (407) 327-5999, cgowan@winterspringsfl.org or
cityclerkdepartment@winterspringsfl.org, 1126 East State Road 434, Winter Springs,
Florida, 32708.
Service Provider is required to and agrees to comply with public records laws.
Service Provider shall keep and maintain all public records required by the City to perform the
services as agreed to herein. Service Provider shall provide the City, upon request from the City
Clerk, copies of the requested public records or allow the public records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided by law. Service
Provider 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. Upon completion
of the Agreement, Service Provider shall transfer to the City, at no cost, copies of all public
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records in possession of the Service Provider, provided the transfer is requested in writing by the
City Clerk. Upon such transfer, Service Provider 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 copies of the public records be transferred, the Service
Provider 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 public
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 Service Provider of the
request and the Service Provider shall then provide such public records to the City or allow the
records to be inspected or copied within a reasonable time. If the Service Provider does not
comply with a public records request, the City may enforce this Section to the extent permitted
by law. Service Provider acknowledges that if the Service Provider does not provide the public
records to the City within a reasonable time, the Service Provider may be subject to penalties
under Section 119.10, Florida Statutes. The Service Provider acknowledges that if a civil action
is filed against the Service Provider to compel production of public records relating to this
Agreement, the court may assess and award against Service Provider 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 Service
Provider, be open and freely exhibited to the City for the purpose of examination, audit, or
otherwise. Failure by Service Provider 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 Service Provider
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 Service Provider’s failure to comply with this Section, the City shall collect from Service
Provider prevailing party attorney’s fees and costs, and any damages incurred by the City, for
enforcing this Section against Service Provider. 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 Service Provider’s failure to comply with this Section. The terms and conditions
set forth in this Section shall survive the termination of this Agreement.Service Provider agrees
that all documents, transactions, writings, papers, letters, tapes, photographs, sound recordings,
data processing software, or other material, regardless of the physical form, characteristics, or
means of transmission, made or received pursuant to this Agreement, or in connection with any
Funds provided by the City and expended by Service Provider pursuant to this Agreement, are
considered public records pursuant to Chapter 119, Florida Statutes. All public records shall be
retained for a period of three (3) years after the termination of this Agreement, or after resolution
of all on-going state or local audits, whichever occurs later.
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18.0 Audit and Inspections. All Service Provider’s records with respect to any
matters covered by this Agreement shall be made available to the City, at any time during normal
business hours, as often as the City deems necessary, to audit, examine, and make excerpts or
transcripts of all relevant data. If said records are located on property owned, leased, or used by
Service Provider or its officers, the City shall be given a right of entry onto said property for
purposes of performing the audit and examination authorized by this paragraph. Any
deficiencies noted in audit reports must be fully cleared by the Service Provider within thirty
(30) days after receipt by the Service Provider. Failure of the Service Provider to comply with
the above audit requirements will constitute a material breach of this Agreement and may result,
at the sole discretion of the City, in the withholding of future Funds or immediate return to the
City any Funds provided by this Agreement.
19.0 Civil Rights. The Service Provider agrees to comply with any and all federal,
state and local civil rights laws, including, but not limited to Title VI of the Civil Rights Act of
1964 as amended; Title VII of Civil Rights Act of 1968 as amended; Section 109 of Title I of the
Housing and Community Development Act of 1974; Section 504 of the Rehabilitation Act of
1973; the Americans with Disabilities Act of 1990; the Age and Discrimination Act of 1975;
Executive Order 11063; and with Executive Order 11246 as amended by Executive Orders
11375 and 12086.
20.0 Nondiscrimination. The Service Provider will not discriminate against any
person because of race, color, creed, religion, ancestry, national origin, sex, disability or other
handicap, age, marital status, or status with regard to providing services under this Agreement.
The Service Provider will take affirmative action to insure that all employment practices and
services provided hereunder are free from such discrimination. Such employment practices
include, but are not limited to, the following: hiring, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. The Service Provider agrees to provide notice to
all its existing and prospective officers, employees, and volunteers of the provisions of this
nondiscrimination clause.
21.0 Representation and Warranties. Service Provider represents and warrants that
it shall use any and all Funds received from the City under this Agreement for the sole purpose
of performing the services provided in paragraph 5.0 herein. In the event the City provides said
Funds, and Service Provider then fails to expend such Funds for said purpose (Wrongfully
Expended Funds), Service Provider shall fully reimburse the City the Wrongfully Expended
Funds plus interest calculated at maximum rate allowable under Florida law per annum. If the
City must take any legal action to collect any Wrongfully Expended Funds, the Service Provider
shall be liable for all costs incurred by the City to collect such Funds including, but not limited
to, reasonable attorneys fees, filing fees, and other costs.
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22.0 Severability. Should any paragraph or any part of any paragraph of this
Agreement be rendered void, invalid, or unenforceable by any court of law, for any reason, such
a determination shall not render void, invalid, or unenforceable any other paragraph or any part
of any paragraph in this Agreement.
23.0 Choice of Law; Venue. This Agreement has been made and entered into in the
State of Florida, County of Seminole, and the laws of such state shall govern the validity and
interpretation of this Agreement and the performance due hereunder.
The parties agree that venue shall be exclusively in Seminole County, Florida, for all
state court actions or disputes which arise out of or based upon this Agreement, and in Orlando,
Florida for allfor all federal court actions or disputes which arise out of or are based upon this
Agreement.
24.0 Integration; Modification. The drafting, execution, and delivery of this
Agreement by the Parties has been induced by no representations, statements, warranties, or
agreements other than those expressed herein. This Agreement embodies the entire
understanding of the parties, and there are no further or other agreements or understandings,
written or oral, in effect between the parties relating to the subject matter hereof unless expressly
referred to herein. Modifications of this Agreement shall only be made in writing signed by both
parties.
25.0 Attorney’s Fees. Should either party bring an action under the terms and
conditions of this Agreement, each party agrees to bear their own attorney’s fees and costs in
said action.
26.0 Headings. All headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
27.0 Waiver. Any waiver by City of any breach or violation of Service Provider’s
obligations under this Agreement shall not be construed as a continuing waiver or consent to any
subsequent breach or violation.
28.0 Corporate Representations. Service Provider makes the following
representations to City:
28.1 Service Provider is duly organized and in good standing under the
laws of the State of Florida, and is duly qualified and authorized to carry on the
functions, responsibilities, and obligations in this Agreement.
28.2 The undersigned signatory for Service Provider has the power,
authority, and the legal right to enter into and perform the obligations set forth in
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this Agreement and all applicable exhibits thereto, and the execution, delivery,
and performance hereof by Service Provider has been duly authorized by the
board of directors and/or president of Service Provider. In support of said
representation, Service Provider agrees to provide a copy to the City of a
corporate certificate of good standing provided by the State of Florida prior to the
execution of this Agreement.
29.0 No Joint Venture. No provision contained herein shall be construed as creating a
joint venture between the parties.
30.0 Notices. Communication and details concerning this Agreement shall be directed
to the following contact representatives:
Attn: City Manager
City of Winter Springs
1126 East S.R. 434
Winter Springs, Florida 32708
(407) 327-5957
with copy to
Anthony A. Garganese, City Attorney
Brown, Garganese, Weiss & D’Agresta,
P.A.Garganese, Weiss, D’Agresta & Salzman
P.A.
P.O. Box 2873
Orlando, Florida 32802-2873
407-425-9566
Attn: Gary W. Coffman, President
Winter Springs Senior Center, Inc.
400 North Edgemon Avenue
Winter Springs, Florida 32708
(407) 327-4031
The foregoing addresses and representatives may be amended by any party at any time
during the term of this Agreement by providing the other party written notice of said amendment.
31.0 Time of Performance/Term. Time is of the essence under this Agreement. The
services provided by the Service Provider shall begin immediately upon execution of this
Agreement. To the extent that the City has provided any Funds to Service Provider under this
Agreement, and Service Provider has failed to expend all the Funds appropriated within a given
year, the City, at its sole discretion, may require Service Provider to immediately return to the
City any and all Funds not properly expended or allow Service Provider additional time to
properly expend the Funds pursuant to this Agreement.
32.0 Termination by City; Curing Defaults.
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32.1 The City may terminate this Agreement at any time, without penalty, by
providing Service Provider with at least seven (7) calendar days written notice. However, the
City may immediately terminate this Agreement if Service Provider has materially failed to
comply with any term of this Agreement or discontinues (in the sole opinion of the City)
providing the services required by this Agreement. Upon termination, Service Provider shall: (i)
discontinue providing the services provided hereunder; (ii) remit to the City any Funds provided
by the City that have not been expended; (iii) remove its property from the Facilities under the
supervision of the City; and (iv) notify in writing its members, officers, employees, volunteers,
and contractors of the termination.
32.2 If Service Provider is in default of any provision set forth in this
Agreement, the City shall provide Service Provider with at least five (5) calendar days to cure
the default prior to termination. If default has not been cured, to the satisfaction of the City,
within the cure period, the City may, at its sole option, extend the time period to cure the default
or terminate this Agreement. If the City terminates this Agreement for cause, it can elect any
remedy provided by law, including, but not limited to, immediately requiring repayment of any
and all of the Funds provided in paragraph 4.0 herein. In addition, the City may declare Service
Provider ineligible to participate in any other City program, service, and function.
33.0 Indemnification and Hold Harmless. For all services performed pursuant to
this Agreement, the Service Provider agrees to the fullest extent permitted by law, to indemnify
and hold harmless the City, its employees, attorneys and officers, from and against all claims,
losses, damages, personal injuries (including but not limited to death), or liability (including
reasonable attorney’s fees), directly or indirectly arising from, or out of the following: (a) the
acts, errors, omissions, intentional or otherwise, arising out of or resulting from Service
Provider’s and its officers, employees, partners, contractors, volunteers, and agents performance
of the services being performed under this Agreement; (b) Service Provider’s, and its officers,
employees, partners, contractors, volunteers, and agents failure to comply with the provisions of
any federal, state, or local laws, ordinance, or regulations applicable to Service Provider and its
officers, employees, partners, contractors, volunteers, and agents performance under this
Agreement; (c) any fraud and misrepresentation conducted by Service Provider and its officers,
employees, partners, contractors, volunteers, and agents against the City or any person
participating in any program, function, and service conducted pursuant to this Agreement; (d)
Service Provider’s and its officers, employees, partners, contractors, volunteers, and agents
failure to properly expend any Funds provided by the City pursuant to this Agreement.
The indemnification provided above shall obligate the Service Provider to defend at its
own expense or to provide for such defense, at the option of the City, 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 and officers which may result from the services performed under this
Agreement whether the services are performed by the Service Providers, its officers, employees,
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contractors, partners, volunteers, and agents or anyone directly or indirectly employed by the
Service Provider. In all eventevents the City shall be permitted to choose legal counsel of its
sole choice, the fees for which shall be reasonable and subject to and included with the
indemnification provided herein.
34.0 Assignment. This Agreement shall not be assigned by Service Provider.
35.0 Bankruptcy. The Service Provider hereby warrants and guarantees unto the City
that it has not filed for bankruptcy or is subject to appointment of a receiver as of the Effective
Date hereof. If Service Provider has filed for or files for bankruptcy, should be adjudged
bankrupt, is subject to appointment of a receiver, or makes a general assignment for the benefit
of creditors, the City, upon not less than three (3) days written notice to the Service Providers,
without prejudice to other remedies or rights that the City may have, may terminate this
Agreement and require immediate repayment of any Funds provided by the City that have not
been expended by Service Provider pursuant to this Agreement or Wrongfully Expended Funds.
36.0 No City Obligation for Future Funds. No provision in this Agreement shall be
construed as requiring the City to provide any funds for municipal services under this Agreement
or at any time in the future, other than as specifically provided herein.
37.0 Insurance Requirements. For all programs, functions, and services provided
by Service Provider under this Agreement, including any and all programs, functions, and
services provided and performed by Service Provider and by authorized contractors hired by
Service Provider hereunder, the Service Provider 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, functions, and
services performed by Service Provider and its authorized contractors 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 insurer(s) approved by the City Manager and licensed by the state of Florida to engage in
business of writing of insurance. The City shall be named on the foregoing insurance policies as
“additional insured.” The Service Provider shall cause its insurance carriers to furnish insurance
certificates and endorsements specifying the types and amounts of coverage and effect pursuant
hereto, the expiration date on such policies, and the statement that no insurance under such
policies will be cancelled without thirty (30) days prior written notice to the City in compliance
with other provisions of this Agreement. The Service Provider shall be solely responsible to pay
any deductible, if any, relating to any claim made against the insurance coverages and policies
provided under 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 Service Provider
in accordance with this paragraph on the basis of its not complying with the Agreement, the City
shall notify the Service Provider in writing thereof within thirty (30) days of the date of deliver
of such certificates and endorsements to the City. For all programs, functions, and services
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permitted and occurring under this Agreement, including any and all programs, functions, and
services provided and performed by Service Provider and by authorized contractors, the Service
Provider shall continuously maintain such insurance in the amount, type, and quality as required
by this paragraph.
38.0 City Premises. Service Provider acknowledges that its employees
and agents will behave in an appropriate manner while on City property and while on any
residential or commercial private property relating to the performance of Services in accordance
with this Agreement and shall, at all times, conduct themselves in a manner consistent with City
policies and within the discretion of the City Project Manager or designee. Professional and
personal conduct of Service Provider’s staff shall conform to City’s personnel policies and
procedures. It is a material breach of this Agreement for any agent or employee of Service
Provider to behave in a manner which is inconsistent with appropriate conduct or decorum or to
behave in any manner that will disrupt the functioning of the City or constitute any level of threat
to the safety, health, and/or well-being of any citizen, invitee, licensee, agent, or employee of the
City. Service Provider agrees to immediately remove any agent or employee if directed to do so
by the City Project Manager or designee.
Service Provider acknowledges that the City shall not be responsible for injury (including death)
to Service Provider’s employees, agents, officers, or other personnel, nor shall the City be
responsible for damage to Service Provider’s property, which occurs on the City’s property,
unless the injury is the result of the City’s gross negligence or willful misconduct. At all times
while on City’s premises, Service Provider shall comply with all rules and regulations of City.
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IN WITNESS WHEREOF, this Agreement is entered into as of the day and year the
last party signs this Agreement as stated below.
WITNESS: WINTER SPRINGS SENIOR
CENTER, INC.
________________________________
Print Name: ______________________
Address: _________________________
______________________________
Print Name: By: Gary W.
Coffman__________________________
Address: _______________________
Its: President
Date: ________________________
ATTEST: CITY OF WINTER SPRINGS:
,
Andrea Lorenzo-LuacesChristian Gowan, City Clerk By:
John F. BushKevin McCann, Mayor
Date: _____ __________
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