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HomeMy WebLinkAbout2007 08 13 Consent 207 Recreation Program Agreement with Winter Springs Youth Organization COMMISSION AGENDA ITEM 207 Consent X August 13,2007 Regular Meeting Mgr. / Dept. Authorization REQUEST: The Parks and Recreation Department requesting the City Commission to authorize the City Manager to execute the City of Winter Springs Recreation Program Agreement with the Winter Springs Youth Sports Organization. PURPOSE: The purpose of this item is to obtain Commission approval to execute the agreement necessary to again partner with the Winter Springs Youth Sports Organization also known as Winter Springs Babe Ruth. CONSIDERATIONS: . The Winter Springs Babe Ruth has been conducting youth baseball/softball programs for the youth of the Winter Springs area. 92% of these participants are Winter Springs Residents. They desire to again partner with the City of Winter Springs. They have changed their name to Winters Springs Youth Sports Organization. . The change in this 2 year agreement is the addition of a $ 5.00 per city resident and $ 15.00 per non-resident fee per season for all registrations. . The Parks and Recreation Department desires to provide facilities owned by the City of Winter Springs for games and practices and to enhance youth sports through program promotions, background checks and coaches certification. . The Parks and Recreation Department will provide Trotwood Park, Sunshine Park and Central Winds expansion property for practices and Central Winds Park for games. Consent Agenda Item 207 August 13,2007 Page 2 . The partnership between Parks and Recreation and the major youth sports providers has been mutually beneficial to meet the youth sports needs of the city residents. . This agreement is contingent upon final review and approval of the City Attorney. FUNDING: The program will provide to the City of Winter Springs approximately $9,000.00 in FY 07/08 and $ 11,000 in FY 08/09 plus other financial assistance per year. In return Parks and Recreation will provide practice and game facilities, assist with printing and mailing of brochures, phone line with voice mail. Projected total revenue from all Six (6) agreements is $60,000.00 in FY 07/08 and $ 70, 000 in FY 08/09. Total expenses are $41,800.00 per year. Total net revenue projected to the City is $ 18,200 in FY 07/08 and $ 28,200 in FY 08/09. RECOMMENDATIONS: Staff is recommending approval to authorize the City Manager to execute the City of Winter Springs Recreational Program Agreement with the Winter Springs Youth Sports Organization. IMPLEMENTATION SCHEDULE: August 14,2007 Promotion of Youth Baseball/Softball Program. ATTACHMENTS: # 1 City of Winter Springs Recreational Program Agreement with the Winter Springs Youth Sports Organization, Inc. COMMISSION ACTION: CITY OF WINTER SPRINGS RECREATIONAL PROGRAM AGREEMENT THIS AGREEMENT, made and entered into this 27th day of July, 2007, by and between the City of Winter Springs, a Florida municipal corporation (the "City"), and the Winter Springs Youth Sports Organization, a Florida not for profit organization (the "Youth Sports Organization"). WIT N E SSE T H: WHEREAS, the City has certain public recreational facilities available for use by the public; and WHEREAS, the "Youth Sports Organization" is desirous of offering a public recreational program for the benefit of its participants who are largely residents of the City of Winter Springs using the recreational facilities available to the City; and WHEREAS, the City is willing to permit the "Youth Sports Organization" program, a non-profit organization, to take place at the Central Winds Park, Trotwood & Sunshine Park and other City recreational facilities located within the City of Winter Springs, Florida. NOW, THEREFORE, in consideration ofthe 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 1,2007, and end on July 31, 2009. 3.0 School Board Contract. The "Youth Sports Organization" hereby acknowledges that the City and the School Board of Seminole County have entered into that certain agreement that permits the City to utilize facilities owned by the School Board of Seminole County. The "Youth Sports Organization" agrees that its use of any facilities owned by the School Board is subject to the terms and conditions of that agreement between the City and the School Board of Seminole County. 4.0 Program and Additional Services Conducted by the "Youth Sports Organization". The "Youth Sports Organization" shall provide and promote a baseball program to enhance the existing recreational programs offered by the City. The program shall include, but shall not be limited to, a fall and spring "Youth Sports Organization" for participants ages 4 through 18, a travel and tournament baseball/softball camps, a baseball/softball camp, motivational seminars, and other recreational type special events. Camps and clinics shall include, but not be limited to, clinics for youth, teams, coaches, officials, parents, and special population programs. Special events shall include, but not be limited to, playoff games, championship games, invitational games, fundraisers and tournaments. Unless otherwise provided in this Agreement, the aforesaid programs shall hereinafter be referred to as . Programs. The "Youth Sports Organization" shall not deviate from the Programs set forth in this agreement without the prior written consent of the City. Programs should be held during non-school hours. Page 1 of 8 4.1 The "Youth Sports Organization" shall also provide any and all additional services and equipment necessary for the Program including, but not limited to: (i) providing administrative personnel to collect fees, forms, and answer telephone inquiries regarding programs and provide a criminal background check for the "Youth Sports Organization" personnel;; (ii) providing coaches, umpires, speakers, competition officials, scorers, and administrative and support personnel to operate the Programs; (iii) providing all equipment necessary to participate in the Programs, such as base balls, training aids, camp equipment, materials; (iv) providing uniforms to participants for league play, all league, camp, and clinic shirts shall recognize the City of Winter Springs Parks & Recreation Department; (v) providing trophies, certificates, and other give away items; (vi) providing all schedules and league handouts; (vii) providing for the set up of all fields and equipment necessary for the Programs; and (viii) providing for the clean-up and removal of all equipment and trash and debris brought to City facilities by the "Youth Sports Organization" and their guests, invitees, spectators, participants and personnel (clean-up shall be completed as soon as possible after each Program). 5.0 Certificates. Upon execution of this Agreement by the "Youth Sports Organization", and as a continuing obligations hereunder, the "Youth Sports Organization" shall provide copies to the City of all occupational licenses, competency cards, or certificates necessary for the performance of the Programs. 6.0 Program Materials, Sale of Non-Food Items. The "Youth Sports Organization" shall be permitted to distribute programs, pictures, advertising and other promotional materials regarding the Programs. The "Youth Sports Organization" shall also be permitted to sell and distribute food or drink items during the course of any Program only upon prior written request and approval of the City. The "Youth Sports Organization" 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. The "Youth Sports Organization" shall offer the Programs at the Central Winds Park and Trotwood Park and Sunshine Park, and at other designated City owned or controlled facilities that may be authorized by the City for use by the "Youth Sports Organization". The "Youth Sports Organization" agrees that they will not use any other City facility unless authorized pursuant to this Agreement. In addition, the City will provide the following services: (i) coordinate with the "Youth Sports Organization" to conduct the Programs, the City and the "Youth Sports Organization" acknowledge that the "Youth Sports Organization" will have priority use of the baseball/softball game and practice fields for "Youth Sports Organization's" fall and spring games and practices that are initially submitted to the City prior to the start of each fall and spring season. The City and "Youth Sports Organization" also acknowledge that any requests made by "Y outh Sports Organization" for game and practice fields submitted during a fall or springs season will be scheduled by the City on an as available basis; (ii) include program information in City brochure and send out through e-mail and website links; (iv) provide a phone line with voice mail for the "Youth Sports Organization" information; and (v) Doyle baseball will provide coaches certification for the league coaches. 8.0 Compensation. For the use of the City facilities and receipt of City services set forth in paragraph 7.0 of this Agreement, the "Youth Sports Organization" agrees to pay compensation to the City as follows: 8.1 A $5.00 per resident and $15.00 per non-resident fees per season for all registrations. In addition to the registration donation to the City, the "Y outh Sports Organization" will donate to the City approximately three thousand dollars ($3,000.00) for "Youth Sports Organization" upgrades and services. Page 2 of8 8.2 The "Youth Sports Organization" shall be responsible for collecting any and all fees necessary for a person to register and participate in a Program. The "Youth Sports Organization" shall also retain copies of all receipts issued to participants for the payment of said fees. 8.3 The first donation ofthe registration fees and non-residents fees shall be paid to the City on February 1st along with a complete listing of Program participants to include the name, address, and phone number only, and what Program the participant is participating in. All subsequent donations of collected registration fees, if any shall be paid by August 1st. Failure to make donations within the time proscribed shall result in a five percent (5%) late fee being added. The three thousand dollar ($3000.00) donation for "Y outh Sports Organization" upgrades and services is due by the end of March each year. 8.4 Within three (3) business days following the termination of this Agreement, the "Youth Sports Organization" shall provide the City a revenue and expenditure report, which shall set forth the revenues, collected and all expenditures resulting from operating any and all Programs. The City reserves the right to demand an additional payment of compensation from the "Youth Sports Organization" if the report shows any material discrepancy in the amount of revenue generated by the "Youth Sports Organization" and any previous payments actually paid to the City under this Agreement. 9.0 Reimbursement of Expenses. With advance approval ofthe "Youth Sports Organization" it will reimburse any and all actual expenses incurred by the City in assisting the "Y outh Sports Organization" regarding any Program offered by the "Youth Sports Organization" for use of facilities not owned and maintained by the City Winter Springs, including, but not limited to, field rental, and supervision/maintenance. The City will provide the "Youth Sports Organization" a written invoice(s) itemizing these expenses and payment shall be made by the "Y outh Sports Organization" within thirty (30) days of receiving the invoice. 10.0 Disorderly Conduct, Alcohol and Controlled Substances. The "Youth Sports Organization" shall not permit any guests, invitees, employees, agents, or other Program participants to engage in any disorderly conduct or criminal conduct while participating in any Program. The "Youth Sports Organization" shall promote good sportsmanship to all Program participants. The City representative responsible for the partnerships is the Recreation Supervisor, he has the authority and responsibility to investigate and resolve complaints and other inquires from the public, suspend coaches, players or parents from games or facilities with approval from the Parks & Recreation Director. The use of alcoholic beverages or illegal controlled substances by Program participants and the "Youth Sports Organization" prior to, during, or after any Program shall be strictly prohibited. 11.0 Status Conferences. At the request of the City, the "Youth Sports Organization" shall attend status conferences with the City for purposes of evaluating the status of any Program. The date and time of the status conferences shall be by mutual agreement of the parties. 12.0 Independent Contractor, Hiring of Personnel. The "Youth Sports Organization" shall be considered an independent contractor under this Agreement. The "Youth Sports Organization" shall be solely responsible and liable for hiring and retaining all of its employees, personnel, contractors, coaches, and volunteers. Page 3 of 8 13.0 Indemnification and Hold Harmless. The "Youth Sports Organization" shall indemnify and hold harmless the City and its employees, officers, attorneys, agents, and contractors from and against all claims, losses, damages, personal injuries, excluding Worker's Compensation claims (including but not limited to death), or liability to the person or property (including reasonable attorney's fees through any and all administrative, trial, post judgment and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from the "Youth Sports Organization" 's scheduling, permitting, promoting, maintaining, supervising, managing, coordinating, and conducting any Program under this Agreement. The indemnification provided above shall obligate the name the "Y outh Sports Organization" to defend at its own expense or to provide for such defense, at the option ofthe 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 the "Youth Sports Organization" 's performance under this Agreement whether performed by the "Youth Sports Organization", or anyone directly or indirectly employed, controlled, supervised, or directed by the "Youth Sports Organization". In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are considered reasonable within the Central Florida area. 14.0 Assignment. This Agreement shall not be assigned by any party without the prior written consent of all of the parties hereto. 15.0 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing completed by the "Y outh Sports Organization" related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the "Youth Sports Organization". Said record, document, computerized information and program, audio or video tape, photograph, or other writing completed by the "Y outh Sports Organization" is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval ofthe City Manager. Upon request by the City, the "Y outh Sports Organization" shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers completed by the "Youth Sports Organization" in connection with this Agreement shall at any and all reasonable times during the normal business hours of the "Y outh Sports Organization" be open and freely exhibited to the City for the purpose of examination and/or audit. Nothing contained in this paragraph shall require the disclosure of information that is exempt from public records disclosure pursuant to state or federal law. 16.0 General Liability Insurance. For the Programs performed hereunder, the "Youth Sports Organization" shall purchase and maintain, at its own expense, such general liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the Programs performed by the "Youth Sports Organization" 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 Page 4 of 8 the City and licensed by the State of Florida to engage in the business of writing of insurance. The City shall be named on the foregoing insurance policies as "additional insured." The "Youth Sports Organization" 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 the "Y outh Sports Organization" in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the "Y outh Sports Organization" in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. The "Youth Sports Organization" shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 17.0 Modification. Modifications ofthis Agreement shall only be made in writing signed by both parties. 18.0 Compliance with Laws. The "Youth Sports Organization" shall comply with all local, state, and federal laws and regulations that are applicable to the operation of its business and in the performance of any Program. The "Youth Sports Organization" 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. The "Youth Sports Organization" acknowledges that they have investigated prior to the execution of this Agreement and satisfied themselves as to the conditions affecting the City's facilities that will or may be utilized by the "Youth Sports Organization" to conduct the Programs, the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance, permits, equipment, and the steps necessary to complete the Programs. The "Youth Sports Organization" 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. The "Youth Sports Organization" will perform the Programs with due and reasonable diligence consistent with sound professional and labor practices. 20.0 Time is of the Essence. Time is of the essence of this Agreement. 21.0 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any party not expressly a party to this Agreement. 22.0 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 23.0 Severability. Ifany 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 ofthe invalid, void or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. Page 5 of8 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. 25.0 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. 26.0 Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepaid, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein): To City: City of Winter Springs Attn: Parks And Recreation Department Mr. Chuck Pula, Director 1126 E. State Road 434 Winter Springs, Florida 32708 PH: (407) 327-6599 FAX: (407) 327-4763 To "Youth Sports Organization": Winter Springs Youth Sports Organization Bill Manooch 1515 Greenleaf Winter Springs, Fl. 32708 PH: (407) 977-1414 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, the "Youth Sports Organization" shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of their professions practicing in the same or similar locality. The "Youth Sports Organization" shall take all necessary and reasonable precautions to protect the program participants and the public from being injured Page 6 of8 during the Programs. 30.0 Termination. This Agreement may be terminated by either party with thirty (30) days written notice. Ifthis Agreement is terminated by either party, the indemnification provision contained in paragraph 12.0 of this Agreement shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. The "Youth Sports Organization" shall also immediately pay all compensation due to the City pursuant to paragraph 8.0 of this Agreement and of the City has already collected said sums. 31.0 "Youth Sports Organization" Signatory. The undersigned person executing this Agreement on behalf ofthe "Youth Sports Organization" hereby represents and warrants that he has the full authority to sign the Agreement on behalf of the "Y outh Sports Organization" and that he has the authority to fully bind the "Youth Sports Organization" to the terms and conditions set forth in this Agreement. 32.0 Interpretation. The City and the "Youth Sports Organization" 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 has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 34.0 Sovereign Immunity. 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 . 35.0 Use of Central Winds Park, Trotwood Park and Sunshine Park. The City and "Youth Sports Organization" acknowledge that the "Youth Sports Organization" will have priority use of the baseball/softball game fields at Central Winds Park and the practice baseball/softball fields at Trotwood Park and Sunshine Park for "Youth Sports Organization's fall and spring season. The City and "Youth Sports Organization" also acknowledge that any requests made by "Youth Sports Organization" for game and practice fields submitted during a fall or spring season will be scheduled by the City on an as available basis. 36.0 No Guarantee by 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 God, hazardous conditions, or any other circumstance that the City deems could injure the participants or damage the facilities. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. Page 7 of8 CITY: CITY OF WINTER SPRINGS By: Ronald W. McLemore, City Manager Date: "Y outh Sports Organization": WINTER SPRINGS YOUTH SPORTS ORGANIZA nON, INC. By: Bill Manooch, President Date: Page 80f8 ~ CITY OF WINTER SPRINGS RECREATIONAL PROGRAM AGREEMENT THIS RECREATIONAL PROGRAM AGREEMENT ("Agreement"), made and entered into this 27th day of July, 2007, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), and WINTER SPRINGS YOUTH SPORTS, INC., a Florida Non Profit corporation ("Youth Sports"). WIT N E SSE T H: WHEREAS, the City has certain recreational facilities available for use by the public; and WHEREAS, Youth Sports Organization is desirous of offering a public recreational program for the benefit of its participants who are largely residents of the City of Winter Springs using the recreational facilities available to the City; and WHEREAS, the City is willing to permit the Youth Sports program, a non-profit organization, to take place at the Central Winds Park, Trotwood & Sunshine Park and other City recreational facilities located within the City of Winter Springs, Florida. NOW, THEREFORE, in consideration of the mutual covenants and provisions hereof, and other good and valuable consideration, the receipt and sufficiency all of which are hereby acknowledged, the parties desire to be legally bound by the terms and conditions ofthis 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 ofthis Agreement shall commence on August 1,2007, and end on July 31, 2009. 3.0 School Board Contract. The Youth Sports Organization hereby acknowledges that the City and the School Board of Seminole County have entered into that certain agreement that permits the City to utilize facilities owned by the School Board of Seminole County. The "Youth Sports Organization" agrees that its use of any facilities owned by the School Board is subject to the terms and conditions of that agreement between the City and the School Board of Seminole County. 4.0 Program and Additional Services Conducted by Youth Sports. Youth Sports shall provide and promote a baseball program to enhance the existing recreational programs offered by the City. The program shall include, but shall not be limited to, a fall and spring Youth Sports for participants ages 4 through 18, a travel and tournament baseball/softball camps, a baseball/softball camp, motivational seminars, and other recreational type special events. Camps and clinics shall include, but not be limited to, clinics for youth, teams, coaches, officials, parents, and special population programs. Special events shall include, but not be limited to, playoff games, RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page lof8 championship games, invitational games, fundraisers and tournaments. Unless otherwise provided in this Agreement, the aforesaid programs shall hereinafter be referred to as "Programs." Youth Sports shall not deviate from the Programs set forth in this Agreement without the prior written consent of the City. Programs should be held during non-school hours. 4.1 Youth Sports shall also provide any and all additional services and equipment necessary for the Program including, but not limited to: (i) providing administrative personnel to collect fees, forms, and answer telephone inquiries regarding programs and provide a criminal background check for the Youth Sports personnel; (ii) providing coaches, umpires, speakers, competition officials, scorers, and administrative and support personnel to operate the Programs; (iii) providing all equipment necessary to participate in the Programs, such as base balls, training aids, camp equipment, materials; (iv) providing uniforms to participants for league play, all league, camp, and clinic shirts shall recognize the City of Winter Springs Parks & Recreation Department; (v) providing trophies, certificates, and other give away items; (vi) providing all schedules and league handouts; (vii) providing for the set up of all fields and equipment necessary for the Programs; and (viii) providing for the clean-up and removal of all equipment and trash and debris brought to City facilities by the Youth Sports and their guests, invitees, spectators, participants and personnel (clean- up shall be completed as soon as possible after each Program). 5.0 Certificates. Upon execution of this Agreement by the Youth Sports, and as a continuing obligations hereunder, Youth Sports shall provide copies to the City of all local business tax receipts, competency cards, or certificates necessary for the performance of the Programs. 6.0 Program Materials, Sale of Non-Food Items. Youth Sports shall be permitted to distribute programs, pictures, advertising and other promotional materials regarding the Programs. Youth Sports shall also be permitted to sell and distribute food or drink items during the course of any Program only upon prior written request and approval of the City. Youth Sports may also offer awards or trophies to Program participants that successfully complete or win contests or other events conducted as part of this Agreement. 7.0 Use of Facilities; City Services. Youth Sports shall offer the Programs at the Central Winds Park and Trotwood Park and Sunshine Park, and at other designated City owned or controlled facilities that may be authorized by the City for use by Youth Sports. Youth Sports agrees that they will not use any other City facility unless authorized pursuant to this Agreement. In addition, the City will provide the following services: (i) coordinate with Youth Sports to conduct the Programs, the City and the Youth Sports acknowledge that the Youth Sports will have priority use of the baseball/softball game and practice fields for Youth Sports fall and spring games and practices that are initially submitted to the City prior to the start of each fall and spring season. The City and Youth Sports also acknowledge that any requests made by Youth Sports for game and practice fields submitted during a fall or springs season will be scheduled by the City on an as available basis; (ii) include program information in City brochure and send out through e-mail and website links; (iv) provide a phone line with voice mail for the Youth Sports information; and (v) Doyle baseball will provide coaches certification for the league coaches. 8.0 Compensation. For the use of the City facilities and receipt of City services set forth RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 2 of8 in paragraph 7.0 ofthis Agreement, Youth Sports agrees to pay compensation to the City as follows: 8.1 A $5.00 per resident and $15.00 per non-resident fees per season for all registrations; Three Thousand Dollars and no/l 00 ($3,000.00) for Youth Sports upgrades and services. 8.2 Youth Sports shall be responsible for collecting any and all fees necessary for a person to register and participate in a Program. Youth Sports shall also retain copies of all receipts issued to participants for the payment of said fees. 8.3 The first donation ofthe registration fees and non-residents fees shall be paid to the City on February 1 st along with a complete listing of Program participants to include the name, address, and phone number only, and what Program the participant is participating in. All subsequent donations of collected registration fees, if any shall be paid by August 1 st. Failure to make donations within the time proscribed shall result in a five percent (5%) late fee being added. The three thousand dollar ($3000.00) donation for Youth Sports upgrades and services is due by the end of March each year. 8.4 Within three (3) business days following the termination of this Agreement, Youth Sports shall provide the City a revenue and expenditure report, which shall set forth the revenues, collected and all expenditures resulting from operating any and all Programs. The City reserves the right to demand an additional payment of compensation from Youth Sports if the report shows any material discrepancy in the amount of revenue generated by Youth Sports and any previous payments actually paid to the City under this Agreement. 8.5 The City and Youth Sports agree that the compensation set forth in this section 8.0 shall be subject to review and revision by the Winter Springs City Commission at the conclusion of the first year of this Agreement. Any modification of the compensation due under this section shall be evidenced in a written addendum to this Agreement executed by both parties. 9.0 Reimbursement of Expenses. With advance approval of Youth Sports it will reimburse any and all actual expenses incurred by the City in assisting Youth Sports regarding any Program offered by Youth Sports for use of facilities not owned and maintained by the City Winter Springs, including, but not limited to, field rental, and supervision/maintenance. The City will provide Youth Sports a written invoice(s) itemizing these expenses and payment shall be made by Youth Sports within thirty (30) days of receiving the invoice. 10.0 Disorderly Conduct, Alcohol and Controlled Substances. Youth Sports shall not permit any guests, invitees, employees, agents, or other Program participants to engage in any disorderly conduct or criminal conduct while participating in any Program. Youth Sports shall promote good sportsmanship to all Program participants. The City representative responsible for the partnerships is the Recreation Supervisor, he has the authority and responsibility to investigate and resolve complaints and other inquires from the public, suspend coaches, players or parents from games or facilities with approval from the Parks & Recreation Director. The use of alcoholic beverages or illegal controlled substances by Program participants and Youth Sports prior to, during, or after any Program shall be strictly prohibited. RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 3 of8 11.0 Status Conferences. At the request of the City, Youth Sports shall attend status conferences with the City for purposes of evaluating the status of any Program. The date and time of the status conferences shall be by mutual agreement of the parties. 12.0 Independent Contractor, Hiring of Personnel. Youth Sports shall be considered an independent contractor under this Agreement. Youth Sports shall be solely responsible and liable for hiring and retaining all of its employees, personnel, contractors, coaches, and volunteers. 13.0 Indemnification and Hold Harmless. "Youth Sports shall indemnify and hold harmless the City and its employees, officers, attorneys, agents, and contractors from and against all claims, losses, damages, personal injuries, excluding Worker's Compensation claims (including but not limited to death), or liability to the person or property (including reasonable attorney's fees through any and all administrative, trial, post judgment and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Youth Sports' scheduling, permitting, promoting, maintaining, supervising, managing, coordinating, and conducting any Program under this Agreement. The indemnification provided above shall obligate Youth Sports to defend at its own expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against the City or its employees, attorneys, and officers which may result from Youth Sports' performance under this Agreement whether performed by Youth Sports, or anyone directly or indirectly employed, controlled, supervised, or directed by Youth Sports. In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are considered reasonable within the Central Florida area. 14.0 Assignment. This Agreement shall not be assigned by any party without the prior written consent of all of the parties hereto. 15.0 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing completed by the Youth Sports related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Youth Sports. Said record, document, computerized information and program, audio or v ideo tape, photograph, or other writing completed by Youth Sports is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City Manager. Upon request by the City, Youth Sports shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers completed by Youth Sports in connection with this Agreement shall at any and all reasonable times during the normal business hours ofY outh Sports be open and freely exhibited to the City for the purpose of examination and/or audit. Nothing contained in this paragraph shall require the disclosure of information that is exempt from public records disclosure pursuant to state or federal law. RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 4 of8 16.0 General Liability Insurance. For the Programs performed hereunder, Youth Sports shall purchase and maintain, at its own expense, such general liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the Programs performed by Youth Sports under this Agreement. The insurance shall have minimum limits of coverage of$I,OOO,OOO.OO per occurrence combined single limit for bodily injury liability and property damage liability. All insurance coverage shall be with insurer(s) approved by the City and licensed by the State of Florida to engage in the business of writing of insurance. The City shall be named on the foregoing insurance policies as "additional insured." Youth Sports shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by Youth Sports in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Youth Sports in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. Youth Sports shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 17.0 Modification. Modifications ofthis Agreement shall only be made in writing signed by both parties. 18.0 Compliance with Laws. Youth Sports shall comply with all local, state, and federal laws and regulations that are applicable to the operation of its business and in the performance of any Program. Youth Sports acknowledges and agrees that it will take any and all reasonable and prudent steps necessary to be informed and advised of all applicable local, state, and federal laws and regulations affecting its business and performance of any Program. 19.0 Due Diligence. Youth Sports acknowledges that they have investigated prior to the execution of this Agreement and satisfied themselves as to the conditions affecting the City's facilities that will or may be utilized by Youth Sports to conduct the Programs, the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance, permits, equipment, and the steps necessary to complete the Programs. Youth Sports warrants unto the City that they have the competence and abilities to carefully, professionally, and faithfully complete the Programs in the manner and within the time limits proscribed herein. Youth Sports will perform the Programs with due and reasonable diligence consistent with sound professional and labor practices. 20.0 Time is ofthe Essence. Time is of the essence of this Agreement. 21.0 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any party not expressly a party to this Agreement. 22.0 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act( s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 5 of8 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 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. Chuck Pula, Director 1126 E. State Road 434 Winter Springs, Florida 32708 PH: (407) 327-6599 FAX: (407) 327-4763 To Youth Sports: Winter Springs Youth Sports, Inc. Bill Manooch ISIS Greenleaf Court Winter Springs, Fl. 32708 PH: (407) 977-1414 RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 6 of8 28.0 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same instrument. 29.0 Standard of Care. In performing the Programs, Youth Sports shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of their professions practicing in the same or similar locality. Youth Sports shall take all necessary and reasonable precautions to protect the program participants and the public from being injured during the Programs. 30.0 Termination. This Agreement may be terminated by either party with thirty (30) days written notice. If this Agreement is terminated by either party, the indemnification provision contained in paragraph 13.0 of this Agreement shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. Youth Sports shall also immediately pay all compensation due to the City pursuant to paragraph 8.0 of this Agreement and ofthe City has already collected said sums. 31.0 Youth Sports Signatory. The undersigned person executing this Agreement on behalf of Youth Sports hereby represents and warrants that he has the full authority to sign the Agreement on behalf of Youth Sports and that he has the authority to fully bind Youth Sports to the terms and conditions set forth in this Agreement. 32.0 Interpretation. The City and Youth Sports have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 33.0 Entire Agreement. The drafting, execution, and delivery of this Agreement by the parties has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 34.0 Sovereign 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 anyone person for more than one hundred thousand dollars ($100,000.00), 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 ofthe same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 35.0 Use of Central Winds Park, Trotwood Park and Sunshine Park. The City and RECREATIONAL PROGRAM AGREEMENT City of Winter Springs I Winter Springs Youth Sports, Inc. Page 70f8 Youth Sports acknowledge that Youth Sports will have priority use of the baseball/softball game fields at Central Winds Park and the practice baseball/softball fields at Trotwood Park and Sunshine Park for Youth Sports' fall and spring season. The City and Youth Sports also acknowledge that any requests made by Youth Sports for game and practice fields submitted during a fall or spring season will be scheduled by the City on an as available basis. 36.0 No Guarantee by 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 God, hazardous conditions, or any other circumstance that the City deems could injure the participants or damage the facilities. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: YOUTH SPORTS: By: ,~. ,. , . "-", " I (CI'~ 1.-'3lf;',.J-~;J~ / Ronald W. l\'icLemo:re, City r.,llanager c!_// e, / WINTER SPRINGS YOUTH SPORTS, INC. By: ffJ~/r! ~ Bill Manooch, President CITY OF WINTER SPRINGS Date: Date: tj.JY/07 RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc, Page 8 of8 CITY OF WINTER SPRINGS RECREATIONAL PROGRAM AGREEMENT THIS RECREATIONAL PROGRAM AGREEMENT ("Agreement"), made and entered into this 27th day of July, 2007, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), and WINTER SPRINGS YOUTH SPORTS, INC., a Florida Non Profit corporation ("Youth Sports"). WIT N E SSE T H: WHEREAS, the City has certain recreational facilities available for use by the public; and WHEREAS, Youth Sports Organization is desirous of offering a public recreational program for the benefit of its participants who are largely residents of the City of Winter Springs using the recreational facilities available to the City; and WHEREAS, the City is willing to permit the Youth Sports program, a non-profit organization, to take place at the Central Winds Park, Trotwood & Sunshine Park and other City recreational facilities located within the City of Winter Springs, Florida. NOW, THEREFORE, in consideration ofthe 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 ofthis 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 1,2007, and end on July 31, 2009. 3.0 School Board Contract. The Youth Sports Organization hereby acknowledges that the City and the School Board of Seminole County have entered into that certain agreement that permits the City to utilize facilities owned by the School Board of Seminole County. The "Youth Sports Organization" agrees that its use of any facilities owned by the School Board is subject to the terms and conditions of that agreement between the City and the School Board of Seminole County. 4.0 Program and Additional Services Conducted by Youth Sports. Youth Sports shall provide and promote a baseball program to enhance the existing recreational programs offered by the City. The program shall include, but shall not be limited to, a fall and spring Youth Sports for participants ages 4 through 18, a travel and tournament baseball/softball camps, a baseball/softball camp, motivational seminars, and other recreational type special events. Camps and clinics shall include, but not be limited to, clinics for youth, teams, coaches, officials, parents, and special population programs. Special events shall include, but not be limited to, playoff games, RECREA TIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page I of8 championship games, invitational games, fundraisers and tournaments. Unless otherwise provided in this Agreement, the aforesaid programs shall hereinafter be referred to as "Programs." Youth Sports shall not deviate from the Programs set forth in this Agreement without the prior written consent of the City. Programs should be held during non-school hours. 4.1 Youth Sports shall also provide any and all additional services and equipment necessary for the Program including, but not limited to: (i) providing administrative personnel to collect fees, forms, and answer telephone inquiries regarding programs and provide a criminal background check for the Youth Sports personnel; (ii) providing coaches, umpires, speakers, competition officials, scorers, and administrative and support personnel to operate the Programs; (iii) providing all equipment necessary to participate in the Programs, such as base balls, training aids, camp equipment, materials; (iv) providing uniforms to participants for league play, all league, camp, and clinic shirts shall recognize the City of Winter Springs Parks & Recreation Department; (v) providing trophies, certificates, and other give away items; (vi) providing all schedules and league handouts; (vii) providing for the set up of all fields and equipment necessary for the Programs; and (viii) providing for the clean-up and removal of all equipment and trash and debris brought to City facilities by the Youth Sports and their guests, invitees, spectators, participants and personnel (clean- up shall be completed as soon as possible after each Program). 5.0 Certificates. Upon execution of this Agreement by the Youth Sports, and as a continuing obligations hereunder, Youth Sports shall provide copies to the City of all local business tax receipts, competency cards, or certificates necessary for the performance of the Programs. 6.0 Program Materials, Sale of Non-Food Items. Youth Sports shall be permitted to distribute programs, pictures, advertising and other promotional materials regarding the Programs. Youth Sports shall also be permitted to sell and distribute food or drink items during the course of any Program only upon prior written request and approval of the City. Youth Sports may also offer awards or trophies to Program participants that successfully complete or win contests or other events conducted as part of this Agreement. 7.0 Use of Facilities; City Services. Youth Sports shall offer the Programs at the Central Winds Park and Trotwood Park and Sunshine Park, and at other designated City owned or controlled facilities that may be authorized by the City for use by Youth Sports. Youth Sports agrees that they will not use any other City facility unless authorized pursuant to this Agreement. In addition, the City will provide the following services:. (i) coordinate with Youth Sports to conduct the Programs, the City and the Youth Sports acknowledge that the Youth Sports will have priority use of the baseball/softball game and practice fields for Youth Sports fall and spring games and practices that are initially submitted to the City prior to the start of each fall and spring season. The City and Youth Sports also acknowledge that any requests made by Youth Sports for game and practice fields submitted during a fall or springs season will be scheduled by the City on an as available basis; (ii) include program information in City brochure and send out through e-mail and website links; (iv) provide a phone line with voice mail for the Youth Sports information; and (v) Doyle baseball will provide coaches certification for the league coaches. 8.0 Compensation. For the use ofthe City facilities and receipt of City services set forth RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 2 of8 in paragraph 7.0 ofthis Agreement, Youth Sports agrees to pay compensation to the City as follows: 8.1 A $5.00 per resident and $15.00 per non-resident fees per season for all registrations; Three Thousand Dollars and no/ 100 ($3,000.00) for Youth Sports upgrades and services. 8.2 Youth Sports shall be responsible for collecting any and all fees necessary for a person to register and participate in a Program. Youth Sports shall also retain copies of all receipts issued to participants for the payment of said fees. 8.3 The first donation of the registration fees and non-residents fees shall be paid to the City on February I sl along with a complete listing of Program participants to include the name, address, and phone number only, and what Program the participant is participating in. All subsequent donations of collected registration fees, if any shall be paid by August I SI. Failure to make donations within the time proscribed shall result in a five percent (5%) late fee being added. The three thousand dollar ($3000.00) donation for Youth Sports upgrades and services is due by the end of March each year. 8.4 Within three (3) business days following the termination of this Agreement, Youth Sports shall provide the City a revenue and expenditure report, which shall set forth the revenues, collected and all expenditures resulting from operating any and all Programs. The City reserves the right to demand an additional payment of compensation from Youth Sports ifthe report shows any material discrepancy in the amount of revenue generated by Youth Sports and any previous payments actually paid to the City under this Agreement. 8.5 The City and Youth Sports agree that the compensation set forth in this section 8.0 shall be subject to review and revision by the Winter Springs City Commission at the conclusion of the first year of this Agreement. Any modification of the compensation due under this section shall be evidenced in a written addendum to this Agreement executed by both parties. 9.0 Reimbursement of Expenses. With advance approval of Youth Sports it will reimburse any and all actual expenses incurred by the City in assisting Youth Sports regarding any Program offered by Youth Sports for use offacilities not owned and maintained by the City Winter Springs, including, but not limited to, field rental, and supervision/maintenance. The City will provide Youth Sports a written invoice(s) itemizing these expenses and payment shall be made by Youth Sports within thirty (30) days of receiving the invoice. 10.0 Disorderly Conduct, Alcohol and Controlled Substances. Youth Sports shall not permit any guests, invitees, employees, agents, or other Program participants to engage in any disorderly conduct or criminal conduct while participating in any Program. Youth Sports shall promote good sportsmanship to all Program participants. The City representative responsible for the partnerships is the Recreation Supervisor, he has the authority and responsibility to investigate and resolve complaints and other inquires from the public, suspend coaches, players or parents from games or facilities with approval from the Parks & Recreation Director. The use of alcoholic beverages or illegal controlled substances by Program participants and Youth Sports prior to, during, or after any Program shall be strictly prohibited. RECREA TlONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 3 of8 11.0 Status Conferences. At the request of the City, Youth Sports shall attend status conferences with the City for purposes of evaluating the status of any Program. The date and time of the status conferences shall be by mutual agreement of the parties. 12.0 Independent Contractor, Hiring of Per sonne I. Youth Sports shall be considered an independent contractor under this Agreement. Youth Sports shall be solely responsible and liable for hiring and retaining all of its employees, personnel, contractors, coaches, and volunteers. 13.0 Indemnification and Hold Harmless. "Youth Sports shall indemnify and hold harmless the City and its employees, officers, attorneys, agents, and contractors from and against all claims, losses, damages, personal injuries, excluding Worker's Compensation claims (including but not limited to death), or liability to the person or property (including reasonable attorney's fees through any and all administrative, trial, post judgment and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Youth Sports' scheduling, permitting, promoting, maintaining, supervising, managing, coordinating, and conducting any Program under this Agreement. The indemnification provided above shall obligate Youth Sports to defend at its own expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against the City or its employees, attorneys, and officers which may result from Youth Sports' performance under this Agreement whether performed by Youth Sports, or anyone directly or indirectly employed, controlled, supervised, or directed by Youth Sports. In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are considered reasonable within the Central Florida area. 14.0 Assignment. This Agreement shall not be assigned by any party without the prior written consent of all of the parties hereto. 15.0 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing completed by the Youth Sports related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Youth Sports. Said record, document, computerized information and program, audio or video tape, photograph, or other writing completed by Youth Sports is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City Manager. Upon request by the City, Youth Sports shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers completed by Youth Sports in connection with this Agreement shall at any and all reasonable times during the normal business hours ofY outh Sports be open and freely exhibited to the City for the purpose of examination and/or audit. Nothing contained in this paragraph shall require the disclosure of information that is exempt from public records disclosure pursuant to state or federal law. RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 40f8 16.0 General Liability Insurance. For the Programs performed hereunder, Youth Sports shall purchase and maintain, at its own expense, such general liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the Programs performed by Youth Sports under this Agreement. The insurance shall have minimum limits of coverage of$1 ,000,000.00 per occurrence combined single limit for bodily injury liability and property damage liability. All insurance coverage shall be with insurer(s) approved by the City and licensed by the State of Florida to engage in the business of writing of insurance. The City shall be named on the foregoing insurance policies as "additional insured." Youth Sports shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by Youth Sports in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Youth Sports in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. Youth Sports shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 17.0 Modification. Modifications ofthis Agreement shall only be made in writing signed by both parties. 18.0 Compliance with Laws. Youth Sports shall comply with all local, state, and federal laws and regulations that are applicable to the operation of its business and in the performance of any Program. Youth Sports acknowledges and agrees that it will take any and all reasonable and prudent steps necessary to be informed and advised of all applicable local, state, and federal laws and regulations affecting its business and performance of any Program. 19.0 Due Diligence. Youth Sports acknowledges that they have investigated prior to the execution of this Agreement and satisfied themselves as to the conditions affecting the City's facilities that will or may be utilized by Youth Sports to conduct the Programs, the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance, permits, equipment, and the steps necessary to complete the Programs. Youth Sports warrants unto the City that they have the competence and abilities to carefully, professionally, and faithfully complete the Programs in the manner and within the time limits proscribed herein. Youth Sports will perform the Programs with due and reasonable diligence consistent with sound professional and labor practices. 20.0 Time is of the Essence. Time is of the essence of this Agreement. 21.0 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any party not expressly a party to this Agreement. 22.0 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 5 of8 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 ofthe 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 ofthe State of Florida. The parties further agree that in any dispute between them relating to this Agr~~m~nt, exclusive jurisdiction shall be in the trial courts located in Seminole County, Florida, for state actions and Orlando, Florida, for federal actions; any objections as to jurisdiction or venue in such courts being expressly waived. 25.0 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from the other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post-judgment collection proceedings. 26.0 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 27.0 Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepaid, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein): To City: City of Winter Springs Attn: Parks And Recreation Department Mr. Chuck Pula, Director 1 126 E. State Road 434 Winter Springs, Florida 32708 PH: (407) 327-6599 FAX: (407) 327-4763 To Youth Sports: Winter Springs Youth Sports, Inc. Bill Manooch 1515 Greenleaf Court Winter Springs, FI. 32708 PH: (407) 977-1414 RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 6 of8 28.0 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same instrument. 29.0 Standard of Care. In performing the Programs, Youth Sports shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of their professions practicing in the same or similar locality. Youth Sports shall take all necessary and reasonable precautions to protect the program participants and the public from being injured during the Programs. 30.0 Termination. This Agreement may be terminated by either party with thirty (30) days written notice. If this Agreement is terminated by either party, the indemnification provision contained in paragraph 13.0 of this Agreement shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. Youth Sports shall also immediately pay all compensation due to the City pursuant to paragraph 8.0 of this Agreement and of the City has already collected said sums. 31.0 Youth Sports Signatory. The undersigned person executing this Agreement on behalf of Youth Sports hereby represents and warrants that he has the full authority to sign the Agreement on behalf of Youth Sports and that he has the authority to fully bind Youth Sports to the terms and conditions set forth in this Agreement. 32.0 Interpretation. The City and Youth Sports have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 33.0 Entire Agreement. The drafting, execution, and delivery of this Agreement by the parties has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 34.0 Sovereign 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 anyone person for more than one hundred thousand dollars ($100,000.00), 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 two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 35.0 Use of Central Winds Park, Trotwood Park and Sunshine Park. The City and RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 70f8 Youth Sports acknowledge that Youth Sports will have priority use of the baseball/softball game fields at Central Winds Park and the practice baseball/softball fields at Trotwood Park and Sunshine Park for Youth Sports' fall and spring season. The City and Youth Sports also acknowledge that any requests made by Youth Sports for game and practice fields submitted during a fall or spring season will be scheduled by the City on an as available basis. 36.0 No Guarantee by 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 God, hazardous conditions, or any other circumstance that the City deems could injure the participants or damage the facilities. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: YOUTH SPORTS: CITY OF WINTER SPRINGS ~d~<-P~ ,J-~~ / Ronald W. McLerno!'e, City ~)I~mager C; - / /- {/;. /1 WINTER SPRINGS YOUTHSPORTS, INC. By: ~~711~ Bill Manooch, President By: Date: Date: tj-;;r /07 RECREATIONAL PROGRAM AGREEMENT City of Winter Springs / Winter Springs Youth Sports, Inc. Page 8 of8