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HomeMy WebLinkAbout2025 09 08 Consent 300 - Municipal Services Agreement - Winter Springs Senior Center, IncCONSENT AGENDA ITEM 300 CITY COMMISSION AGENDA | SEPTEMBER 8, 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. City Staff has held multiple meeting with the elected board of the Winter Springs Senior Center Inc. to discuss potential updates for inclusion in the agreement. The board of Winter Springs Senior Center Inc. unanimously endorsed the proposed updates to the municipal services agreement. FUNDING SOURCE RECOMMENDATION City Staff is recommending the City Commission authorize the City Manager to execute the Municipal Services Agreement between the City of Winter Springs and The Winter Springs Senior Center Inc. 7 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 1 of 16 AMENDED AND RESTATED MUNICIPAL SERVICES AGREEMENT THIS AMENDED AND RESTATED AGREEMENT (“Agreement”) is made and entered into this ____ day of _____________, 2025 (“Effective Date”), 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 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 purpose; 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 55 and older; and WHEREAS, the Service Provider has requested to assist the City in offsetting 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 8 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 2 of 16 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; Amended and Restated Agreement; Entire Replacement. (a) The foregoing recitals are deemed to be true and accurate and are fully incorporated herein by this reference. (b) This Amended and Restated Municipal Services Agreement (the “Agreement”) is entered into by and between the parties as of Effective Date and is intended to amend, restate, supersede, and replace in its entirety that certain original Municipal Services Agreement, dated November 18, 2009 (the “Prior Agreement”). The parties acknowledge and agree that, upon execution of this Agreement, the Prior Agreement shall be of no further force or effect, and the rights and obligations of the parties shall be governed solely by the terms of this Agreement. This Agreement constitutes a continuation of the parties’ relationship as previously established under the Prior Agreement, but is a complete substitution and replacement of that Prior Agreement. 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 at 400 N. Edgemon Drive in Winter Springs, Seminole County, Florida. 9 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 3 of 16 (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" are as described in Chapter 119, Florida Statutes. (g) "Service Provider" is Winter Springs Senior Center, Inc., a Florida non-profit corporation. (h) "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. (i) "Wrongfully Expended Funds" is defined in paragraph 15.0 of this Agreement. 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 Provider, 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 shall 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. 10 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 4 of 16 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, and similar activities. 5.3 Dance classes and events. 5.4 BINGO pursuant to the terms and conditions of paragraph 7.0. 5.5 Recreational games such as Bridge, Billiards, Cards, BUNCO, and similar activities subject to the terms and conditions of paragraph 7.0. 5.6 Organized breakfasts, luncheons and dinners. (i) 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 Book and movie clubs. 5.8 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 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, 11 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 5 of 16 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. 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. 12 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 6 of 16 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. 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 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 any senior function, program, or service provided by the City under this Agreement. 9.1 Guest Passes. The City may, at its sole discretion, allow for seniors desiring to participate in functions, programs, or services provided by the City at the Facilities to purchase a Guest Pass. City issued Guest Passes allow for guests of the senior to utilize the Facilities and participate in City-run functions, programs, or services. Any Guest Pass provided by the City is not affiliated with the Service Provider and does not grant the guest access to programs or activities offered by the Service Provider. The Service Provider may, at its sole discretion, permit holders of a Guest Pass to participate in programs or activities provided by the Service Provider. 10.0 Background Checks; Employment Restrictions. 13 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 7 of 16 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 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 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. 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. The 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 14 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 8 of 16 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 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 ensure that Service Provider is expending said Funds in furtherance of the public purposes declared by the City under this Agreement. 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 15 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 9 of 16 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 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 16 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 10 of 16 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. 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. 17 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 11 of 16 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 attorney’s fees, filing fees, and other costs. 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 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. 18 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 12 of 16 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 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 Garganese, Weiss, D’Agresta & Salzman P.A. P.O. Box 2873 Orlando, Florida 32802-2873 407-425-9566 Attn: 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 19 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 13 of 16 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. 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, defend, 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) any acts, errors, omissions, intentional or otherwise, arising out of or resulting from the Service Provider or 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 or misrepresentation conducted by the Service Provider or 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) 20 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 14 of 16 Service Provider’s or 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, contractors, partners, volunteers, and agents or anyone directly or indirectly employed by the Service Provider. In all events 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. This indemnification shall not apply to the extent that any claim, loss, damage, liability, or expense is caused by the sole negligence or willful misconduct of the City, its officers, employees, or attorneys. 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) 21 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 15 of 16 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 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 Behavior and Conduct on City Premises. The Service Provider shall ensure that its employees, officers, agents, volunteers, and contractors perform services in a professional manner and comply with all applicable federal, state, and local laws, rules, and regulations, and with generally accepted industry standards. While on City premises or interacting with City personnel or the public when performance services in furtherance of this Agreement, the Service Provider and its employees, officers, agents, volunteers, and contractors shall conduct themselves in a courteous, professional, and businesslike manner and comply with all applicable safety, security, and workplace conduct requirements including, but not limited to, City requirements provided in writing to the Service Provider. It is a material breach of this Agreement for any employee, officer, agent, or contractor of Service Provider to behave in a manner which is inconsistent with appropriate conduct or decorum required by this Section or to behave in any manner that will disrupt the functioning of City operations or constitute any level of threat to the safety, health, and/or well-being of the public, any person receiving services from Service Provider, or any person working or visiting the senior center. Service Provider agrees to immediately remove, or have removed, any employee, officer, agent, or contractor behaving in a manner in conflict with this Section if directed to do so by the City Project Manager or authorized designee. Service Provider acknowledges and agrees that the City shall not be responsible for injury (including death) to Service Provider’s employees, agents, volunteers, officers, contractors, 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 or damage is the result of the City’s gross 22 Amended and Restated Municipal Services Agreement City of Winter Springs and Winter Springs Senior Center, Inc. Page 16 of 16 negligence or willful misconduct. At all times while on City’s premises, Service Provider shall comply with all applicable written rules and regulations required by the City. 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: __________________________ Address: _______________________ Its: President Print Name: ___________________ Date: __________________ ATTEST: CITY OF WINTER SPRINGS: ______________________________ Christian Gowan, City Clerk By: Kevin McCann, Mayor Date: _______________ 23