Loading...
HomeMy WebLinkAboutFC America, Inc. Recreational Program Agreement -2003 07 23PER PARKS AND RECREATION DEPARTMENT, THERE IS NO ORIGINAL ON FILE FOR THIS AGREEMENT. CITY OF WINTER SPRINGS RECREATIONAL PROGRAM AGREEMENT -THIS AGREEMENT, made and entered into this 23rd day of July, 2003, by and between the City of Winter Springs, a Florida municipal corporation (the "City"), and the FC America, Inc., a Florida corporation ("Soccer Club"). WITNESSETH: WHEREAS, the City has certain public recreational facilities available for use by the public; and WHEREAS, the Soccer Club is desirous of offering a public recreational program for the benefit of the public using the recreational facilities available to the City; and WHEREAS, the City is willing to permit the Soccer Club program to take place at the Central Winds Park and Trotwood Park and other City recreational facilities located within the City of Winter Springs, Florida. NOW, THEREFORE, in consideration of the mutual covenants and provisions hereof, and other good and valuable consideration, the receipt and sufficiency all of which are hereby acknowledged, the parties desire to be legally bound by the terms and conditions of this agreement as follows: 1.0 Recitals. The foregoing recitals are hereby incorporated herein in their entirety by this reference. 2.0 Term of Agreement. The term of this Agreement shall commence on August 1, 2003, and end on July 31, 2005. 3.0 School Board Contract. The Soccer Club 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 Soccer Club agrees that its use of any facilities owned by the School Board are 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 Soccer Club. The Soccer Club shall provide and promote a soccer 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 soccer league for participants ages 4 through 19, a travel and tournament soccer team, a soccer 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 Olympics. Special events shall include, but not be limited to, soccer cup games, playoff games, championship games, Page 1 of 8 invitational games, fundraisers and a dribble, pass and shoot competition. Unless otherwise provided in this Agreement, the aforesaid programs shall hereinafter be referred to as Programs. The Soccer Club 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 The Soccer Club 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; (ii) providing coaches, referees, speakers, competition judges, scorers, and administrative and support personnel to operate the Programs; (iii) providing all equipment (other than soccer goals and nets and corner flags) to participate in the Programs, such as soccer balls, training aids, camp equipment, materials; (iv) providing uniforms to participants which shall have the City of Winter Springs League logo on all league, camp, and clinic shirts; (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 Soccer Club and their guests, invitees, spectators, participants and personnel (clean-up shall be completed as soon as practicable after each Program). 5.0 Certificates. Upon execution of this Agreement by the Soccer Club, and as a continuing obligations hereunder, the Soccer Club 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 ofNon-Food Items. The Soccer Club shall be permitted to distribute programs, pictures, advertising and other promotional materials regarding the Programs. The Soccer Club 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 Soccer Club 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 Soccer Club shall offer the Programs at the Central Winds Park and Trotwood Park, and at other designated City owned or controlled facilities that may be authorized by the City for use by the Soccer Club. The Soccer Club 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 Soccer Club to conduct the Programs; (ii) provide a criminal background check for the Soccer Club personnel; (iii) provide printing and mailing of program information & brochures; (iv) provide a phone line with voice mail for the Soccer Club league information; and (v) provide coaches certification for the league coaches; (vi) provide goals, nets, and corner flags and line and maintain all fields at Central Winds Park and goals at all fields at Trotwood Park. 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 Soccer Club agrees to pay compensation to the City as Page 2 of 8 follows: 8.1 Twenty percent (20%) of all monies collected for the registration and enrollment of a person into a Program at the beginning of each season. Non-resident fees established by the commission aze $5 per person per season for all registrations. 8.2 The Soccer Club shall be responsible for collecting any and all fees necessary for a person to register and participate in a Program. The Soccer Club shall also retain copies of all receipts issued to participants for the payment of said fees. 8.3 The first payment of the registration fees and non-resident fees shall be paid to the City by the beginning of the Fall, Winter, Spring or Summer seasons along with a complete listing of program participants along with a complete listing of Program participants along with non-residents identified to include the name, address, phone number only and what Program the participant is participating in. All subsequent payments of collected registration fees, if any, shall be paid by the last day of each month thereafter. Failure to make payments within the time proscribed shall result in a five percent (5%) late fee being added to the payment amount. The late fee shall be paid with the payment of registration fees. 8.4 Within three (3) business days following the termination of this Agreement, the Soccer Club 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 Soccer Club if the report shows any discrepancy in the amount of revenue generated by the Soccer Club and any previous payments actually paid to the City under this Agreement. 9.0 Reimbursement of Expenses. Reimbursement of any and all actual expenses incurred by the City in assisting the Soccer Club regarding any Program offered by the Soccer Club for the use of facilities not owned and maintained by the City of Winter Springs including, but not limited to, field rental, and supervision/maintenance. The City will provide the Soccer Club a written invoice(s) itemizing these expenses and payment shall be made by the Soccer Club within thirty (30) days of receiving the invoice. 10.0 Disorderly Conduct, Alcohol and Controlled Substances. The Soccer Club 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 Soccer Club 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 pazents from games or facilities.The use of alcoholic beverages or illegal controlled substances by Program participants and the Soccer Club prior to, during, or after any Program shall be strictly prohibited. 11.0 Status Conferences. At the request of the City, the Soccer Club shall attend status Page 3 of 8 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 Soccer Club shall be considered an independent contractor under this Agreement. The Soccer Club 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. The Soccer Club shall indemnify and hold harmless the City and its employees, officers, attorneys, agents, and contractors from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability to the person or property (including reasonable attorney's fees through any and all administrative, trial, 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 Soccer Club's scheduling, permitting, promoting, maintaining, supervising, managing, coordinating, and conducting any Program under this Agreement. The indemnification provided above shall obligate the name the Soccer Club to defend at its own expense or to provide for such defense, at the option of the City, as the case maybe, of any and all claims of liability and all suits and actions of every name and description that maybe brought against the City or its employees, attorneys, and officers which may result from the Soccer Club's performance under this Agreement whether performed by the Soccer Club, or anyone directly or indirectly employed, controlled, supervised, or directed by the Soccer Club. 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 azea. 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 of the Soccer Club 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 Soccer Club. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Soccer Club 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, the Soccer Club shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of the Soccer Club 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 Page 4 of 8 or federal law. 16.0 General Liability Insurance. For the Programs performed hereunder, the Soccer Club 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 Soccer Club 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. The Soccer Club 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 Soccer Club in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Soccer Club in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. The Soccer Club shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 17.0 Modification. Modifications of this Agreement shall only be made in writing signed by both parties. 18.0 Compliance with Laws. The Soccer Club 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 Soccer Club 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 Soccer Club 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 Soccer Club 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 Soccer Club 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 Soccer Club 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 Page 5 of 8 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 Severa6ility. 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 1000 E. State Road 434 Winter Springs, Florida 32708 Page 6 of 8 PH: (407) 327-4761 FAX: (407) 327-4763 To Soccer Club: FC America, Inc., Keith Ryan 1825 Lake Roberts Court Windermere, FL 34786 Phone 407-648-7209 Fax 407-909-1439 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 Soccer Club shall use that degree of care and skill ordinarily exercised, under similaz circumstances by reputable members of their professions practicing in the same or similar locality. The Soccer Club 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 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 Soccer Club shall also immediately pay all compensation due to the City pursuant to pazagraph 8.0 of this Agreement. 31.0 Soccer Club Signatory. The undersigned person executing this Agreement on behalf of the Soccer Club hereby represents and warrants that he has the full authority to sign the Agreement on behalf of the Soccer Club and that he has the authority to fully bind the Soccer Club to the terms and conditions set forth in this Agreement. 32.0 Interpretation. The City and the Soccer Club 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 hazshly against either of the parties as the drafter. 33.0 Entire Agreement. The drafting, execution, and delivery of this Agreement by the Page 7 of 8 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 and Trotwood Park Facilities. The City of Winter Springs Pazks and Recreation Department will provide 40 practice slots at Trotwood Park and 23 game slots at Central Winds Pazk per week during the regular soccer season based on game play times for each age group for the fall and springs seasons. 36.0 No Guarantee by City. Nothing contained in this agreement shall be construed as a guazantee 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 circumstances that the City deems could injure the participants or damage the facilities. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and yeaz written above. CITY: CITY OF WINTER SPRINGS By: SOCCER CLUB: Ronald W. McLemore, City Manager By: Date: Date: FC AMERICA, INC. Page 8 of 8