HomeMy WebLinkAbout2003 07 28 Consent D Winter Springs Futball Club
COMMISSION AGENDA
ITEM D
CONSENT X
INFORMATIONAL
PUBLIC HEARING
REGULAR
7/28/03
Meeting
MGR. ~
Authorization
/DEPT e.(y
. 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 Futball Club, Inc., an affiliate of Central Florida
United Soccer Club.
PURPOSE: The purpose ofthis item is to obtain Commission approval to execute the Agreement
necessary to again partner with the Winter Springs Futball Club, Inc., an affiliate of
Central Florida United Soccer Club.
CONSIDERTIONS:
. The Winter Springs Futball Club (Central Florida United Soccer Club) has been conducting
youth soccer programs for the youth of the Winter Springs area. They desire to again partner
with the City of Winter Springs with another 2- Y ear Agreement.
. The Parks and Recreation Department desires to provide facilities owned by or scheduled 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 and Central Winds expansion
property for practices and Central Winds Park for games.
. 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.
. Staff and the City Attorney have reviewed the Agreement and recommend approval.
1
FUNDING:
The program will provide to the City of Winter Springs approximately $12,000.00 per year. In return
Parks and Recreation will provide printing and mailing of brochures, phone line with voice mail,
criminal history background checks and NYCSA coach's certification for coaches.
Projected total revenue from all Six (6) agreements is $50,000.00 per year. Total expenses are
$46,100.00 per year. Total net revenue to City is $3,900.00 per year.
RECOMMENDATION:
Staffis recommending approval to authorize the City Manager to execute the City of Winter Springs
Recreational Program Agreement with the Winter Springs Futball Club Inc., an affiliate of Central
Florida United Soccer Club.
IMPLEMENTATION SCHEDULE:
July 29, 2003
Promotion of Youth Soccer Program.
ATTACHMENTS:
Attachment # 1
City of Winter Springs Recreational Program Agreement with the Winter
Springs Futball Club, Inc., an affiliate of Central Florida United Soccer Club.
COMMISSION ACTION:
2
ATTACHMENT #1
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 Winter Springs Futball
Club, Inc., affiliate of Central Florida United Soccer Clubs, a Florida corporation ("Soccer Club").
WIT N E SSE T H:
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 ofthis 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 of8
invitational games, fundraisers and a dribble, pass and shoot competition. Unless othelWise 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, competitionjudges, scorers, and administrative and support personnel to operate
the Programs; (iii) providing all equipment necessary 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 0 f t his Agreement by the Soccer Club, and a s 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 of Non-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 ofthe 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.
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
follows:
8.1 Twenty percent (20%) of all monies collected or an equal amount for the registration
Page 2 of8
and enrollment of a person into Program, residing east of State Road 436, at the beginning of each
season. Non-resident fees established by the commission are $5.00 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-residents fees shall be paid to the
City by the beginning of the Fall, Winter, Spring, or Summer seasons along with non-residents
identified and 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 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
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 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 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
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
Page 3 of8
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 othetwise, 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 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 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 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 of the
Soccer Club related, directly or indirectly, to this Agreement, may be deemed to be a Public Record
whether in the possession 0 r control 0 f t he City 0 r the Soccer Club. S aid 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.
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
Page 4 of8
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 ofthis 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 too btain 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 Righ 15. 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
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 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
PH: (407) 327-4761
FAX: (407) 327-4763
To Soccer Club:
Winter Springs Futball Club, Inc.,
An affiliate of Central Florida United Soccer Club
William E. Christie, Jr.
Page 60f8
6964 Aloma Avenue
Winter Park, Florida 32792
PH: (407) 695-4957
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 similar 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. 1ft his Agreement is terminated bye ither 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 paragraph 8.0 of this
Agreement.
31.0 Soccer Clu b 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 ofthis 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 and Trotwood Park Facilities. The City of Winter
Page 70f8
Springs will provide practice times at Trotwood Park and Central Winds Park Expansion and game
times at Central Winds Park during the regular soccer season based on game play times for each age
group for the fall and spring seasons.
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 ofthe 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
year written above.
CITY:
SOCCER CLUB:
CITY OF WINTER SPRINGS
INe.
WINTER SPRINGS FUTBALL CLUB,
An affiliate of Central Florida United
Soccer Club, Inc,
By: By:
Ronald W. McLemore, City Manager
Date: Date:
Page 80f8
f
. .
CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
tIDS AGREEMENT, made and entered into this 23rd day ofJuly, 2003, by and between the
City of Winter Springs, a Florida municipal corporation (the "City"), and the Central Florida United
Soccer Club, Incorporated, a Florida corporation ("Soccer Club").
WIT N E SSE T H:
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.
Page 1 of 8
Special events shall include, but not be limited to, soccer cup games, playoff games, championship
games, 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 necessary 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 of Non-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.
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
follows:
Page 2 of 8
8.1 Twenty percent (20%) of all monies collected or an equal amount for the registration
and enrollment of a person into Program, residing east of State Road 436, at the beginning of each
season. Non-resident fees established by the commission are $5.00 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-residents fees shall be paid to the
City by the beginning of the Fall, Winter, Spring, or Summer seasons along with non-residents
identified and 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 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 ifthe 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 Reim bursement 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 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's Recreation Supervisor 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 Soccer Club prior to, during, or after any Program shall be strictly prohibited.
11.0 Status Conferences, At the req~est of the City, the Soccer Club 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.
Page 3 of 8
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 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 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 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 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 ofthe 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.
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
Page 4 of 8
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.
signed by both parties.
Modifications of this Agreement shall only be made in writing
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
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.
Page 5 of 8
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 ofthat 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
PH: (407) 327-4761
FAX: (407) 327-4763
To Soccer Club:
Central Florida United Soccer Club, Incorporated
William E. Christie, Ir.
6964 Aloma Avenue
Winter Park, Florida 32792
PH: (407) 695-4957
Page 6 of 8
. r . .f
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 similar 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 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. The Soccer
Club shall also immediately pay all compensation due to the City pursuant to paragraph 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 said person 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 ofthe 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 and Trotwood Park Facilities. The City of Winter
Springs will provide practice times at Trotwood Park and Central Winds Park Expansion and game
times at Central Winds Park during the regular soccer season based on game play times for each age
group for the fall and spring seasons.
Page 7 of 8
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 circumstances that the City deems could injure the participants or damage
the facilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
~
CITY :
SOCCER CLUB:
CITY OF WINTER SPRINGS
CENTRAL FLORIDA UNITED
SOCCER CLUB,INC,
By: /~~~ ~By:
RonaldW, McLemore, City Manager
Date: July 30, 2003
Date:
Page 8 of 8
CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
THIS AGREEMENT, made and entered into this 23rd day oOuly, 2003, by and between the
City of Winter Springs, a Florida municipal corporation (the "City"), and the Central Florida United
Soccer Club, Incorporated, a Florida corporation ("Soccer Club").
WIT N E SSE T H:
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 r~creational program for the
benefit ofthe 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.
Page 1 of 8
Special events shall include, but not be limited to, soccer cup games, playoff games, championship
games, 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; (H) providing coaches,
referees, speakers, competition judges, scorers, and administrative and support personnel to operate
the Programs; (Hi) providing all equipment necessary to participate in the Programs, such as soccer
balls, training aids, camp equipment, materials; (iv) providing unifonns to participants which shall
have the Gity 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 perfonnance of the Programs.
6.0 Program Materials; Sale of Non-Food Items, The Soccer Club shall be pennitted
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 infonnation & brochures; (iv) provide a phone line with voice mail for the
Soccer Club league infonnation; and (v) 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 Soccer Club agrees to pay compensation to the City as
follows:
Page 2 of 8
8.1 Twenty percent (20%) of all monies collected or an equal amount for the registration
and enrollment of a person into Program, residing east of State Road 436, at the beginning of each
season. Non-resident fees established by the commission are $5.00 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-residents fees shall be paid to the
City by the beginning of the Fall, Winter, Spring, or Summer seasons along with non-residents
identified and 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 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 ofthis 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 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's Recreation Supervisor 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 Soccer Club prior to, during, or after any Program !fuall be strictly prohibited.
11.0 Status Conferences, At the request of the City, the Soccer Club 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.
Page 3 of 8
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 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 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 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 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.
,
~,
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
Page 4 of 8
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.
signed by both parties.
Modifications of this Agreement shall only be made in writing
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
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.
Page 5 of 8
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 b~ .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 ofthat 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
J>H: (407) 327-4761 .
FAX: (407) 327-4763
~
To Soccer Club:
Central Florida United Soccer Club, Incorporated
William E. Christie, Jr.
6964 Aloma Avenue
Winter Park, Florida 32792
PH: (407) 695-4957
Page 6 of 8
, .
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 similar 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
writte'1 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. The Soccer
Club shall also immediately pay all compensation due to the City pursuant to paragraph 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 said person 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 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 federall~w.
~
35.0 Use of Central Winds Park and Trotwood Park Facilities. The City of Winter
Springs will provide practice times at Trotwood Park and Central Winds Park Expansion and game
times at Central Winds Park during the regular soccer season based on game play times for each age
group for the fall and spring seasons.
Page 7 of 8
. I ,.
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 ofGbd, hazardous
conditions, or any other circumstances that the City deems could injure the participants or damage
the facilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
CITY ;
SOCCER CLUB:.
CITY OF WINTER SPRINGS
CENTRAL FLORIDA UNITED
SOCCER CLUB,,INC.
~)
By: '
/ onald'W. McLemore, City Manager
By:
Date: July 30, 2003
Date:
.
~
Page 8 of 8
CITY OF WINTER SPRINGS, FLORIDA
1126 EAST STATE ROAD 434
WINTER SPRINGS, FLORIDA 32708-2799
Telephone: (407) 327-1800
Fax: (407) 327-4753
Website: www.winterspringsfl.org
MEMORANDUM
TO:
Chuck Pula, Parks And Recr~ion ~epartment Director
Andrea Lorenzo-Luaces, CM~~ Clerk
FROM:
SUBJECT:
Winter Springs Futball Club Agreement
DATE:
August 6, 2003
Attached are two (2) originals of the Winter Springs Futball Club Agreement. This was
approved at the July 28, 2003 Regular Meeting of the City Commission. As far as I can
tell, based on the letter (also attached) from Assistant City Attorney Jeff Buak, the correct
Agreement has been signed.
As two (2) versions of this Agreement were provided, I would appreciate you verifying
that the correct version of the Agreement is attached, prior to forwarding the Agreement
to the other party for their signatures. Please note that I have also attached a copy of the
related Agenda Item.
Please contact me should you have any further questions.
Attachments
(
BROWN, SALZMAN, WEISS & GARGANESE, P.A.
Attorneys at Law
Usher L. Brown t
Suzanne D'AgrestaD
Anthony A. GarganeseD
. Gary S. Salzmano
John H. Ward t
Jeffrey S. Weiss
Offices in Orlando, Kissimmee,
Cocoa & Viera
Debra S. Babb-Nutcher
Jeffrey P. Buak
John U. Biedenharn, Jr.
Joseph E. Blitch
Michelle H. Brett
Douglas Lambert
Jennifer A. Michael
Michelle A. Reddin
Vincent E. Scarlatos
tBoard Certified Civil Trial Lawyer
oBoard Certified Business litigation Lawyer
DBoard Certified City, County & Local Government Law
Erin J. O'Leary
Of Counsel
July 21, 2003
VIA FACSIMILE AND U.S. MAIL
Mr. Chuck Pula
Parks and Recreation Director
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
Re: Yo.uth Sports Recreational Program Agreements
City of Winter Springs - General
Our File No.: 1193
Dear Chuck:
Please allow this correspondence to serve as a follow-up of our receipt of the seven
(7) Recreational Program Agreements referenced above. In that regard, we have made
minor changes to your proposed agreements and have enclosed the revised versions
herein.
Please note the following items need to be addressed:
· The Winter Springs Grizzlies, Inc. need to reactivate their corporation. The
information we have indicates the same was administratively dissolved in
1999. Therefore, they are unable to enter into an agreement with the City
of Winter Springs.
· The Winter Springs Futball Club, Inc. does not appear to be a corporation
within the State of Florida. We note in your agreement the same was
identified as an affiliate of the Central Florida United Soccer Club, Inc.
Please have this group provide proof of such incorporation, Otherwise, the
225 East Robinson Street, Suite 660. P.O. Box 2873, Orlando, Florida 32802.2873
Orlando (407) 425-9566 Fax (407) 425-9596' Kissimmee (321) 402-0144' Cocoa & Viera (866) 425-9566
Website: www.orlandolaw.net . Email: firm@orlandolaw.net
f'
!
;
.
July 21, 2003
Page 2
agreement will need to be in the name of the Central Florida United Soccer
Club, Inc.
./ After you have confirmed or updated the above-requested information, please
contact us and we will make any further revisions to the agreements.
If you have any questions regarding this matter, please do not hesitate to contact
our offices.
Very truly yours,
#//t"
Jeffrey P. Buak
Assistant City Attorney
JPB/cg
Enclosures:
Recreational Program Agreements (7)
CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
THIS AGREEMENT, made and entered into this 23rd day ofJuly, 2003, by and between the
City of Winter Springs, a Florida municipal corporation (the "City"), and the Central Florida United
Soccer Club, Incorporated, a Florida corporation ("Soccer Club").
WIT N E SSE T H:
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 rt(creational 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 Saeed- 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.
Page 1 of 8
Special events shall include, but not be limited to, soccer cup games, playoff games, championship
games, 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 necessary 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 remoyal 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 of Non-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.
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
follows:
Page 2 of 8
8.1 Twenty percent (20%) of all monies collected or an equal amount for the registration
and enrollment of a person into Program, residing east of State Road 436, at the beginning of each
season. Non-resident fees established by the commission are $5,00 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-residents fees shall be paid to the
City by the beginning of the Fall, Winter, Spring, or Summer seasons along with non-residents
identified and 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 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 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's Recreation Supervisor 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 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
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,
Page 3 of 8
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
Prognun 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 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 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 ofits 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 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. ,
~
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$l,OOO,OOO.OO per occurrence combined single limit for bodily injury
Page 4 of 8
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 polic~es 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.
~
signed by both parties.
Modifications of this Agreement shall only be made in writing
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 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
and intentions of this Agreement.
Page 5 of 8
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 bp .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 ma'il 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
PH: (407) 327-4761
FAX: (407) 327-4763
~
To Soccer Club:
Central Florida United Soccer Club, Incorporated
William E. Christie, Jr.
6964 Aloma Avenue
Winter Park, Florida 32792
PH: (407) 695-4957
Page 6 of 8
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 similar 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 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. The Soccer
Club shall also immediately pay all compensation due to the City pursuant to paragraph 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 said person has the full authority to sign the
Agreement on behalf of the Soccer Club andthat 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 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 federall~w.
~
35.0 Use of Central Winds Park and Trotwood Park Facilities. The City of Winter
Springs will provide practice times at Trotwood Park and Central Winds Park Expansion and game
times at Central Winds Park during the regular soccer season based on game play times for each age
group for the fall and spring seasons.
Page 7 of 8
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 ofGbd, hazardous
conditions, or any other circumstances that the City deems could injure the participants or damage
the facilities,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
~
CITY \
SOCCER CLUB:,
CITY OF WINTER SPRINGS
CENTRAL FLORIDA UNITED
SOCCER CLUB,.INC.
By:
onald 'W. McLemore, City Manager
Date: July 30, 2003
Date:
,
~
Page 8 of 8
.-
CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
'rIDS AGREEMENT, made and entered into this 23rd day oOuly, 2003, by and between the
City of Winter Springs, a Florida municipal corporation (the "City"), and the Central Florida United
Soccer Club, Incorporated, a Florida corporation ("Soccer Club").
WIT N E SSE T H:
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 Senrices 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.
Page 1 of 8
,.
Special events shall include, but not be limited to, soccer cup games, playoff games, championship
games, 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 necessary to participate in the Programs, such as soccer
balls, trainirig 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 of Non-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 ofthe 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.
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
follows:
Page 2 of 8
8.1 Twenty percent (20%) of all monies collected or an equal amount for the registration
and enrollment of a person into Program, residing east of State Road 436, at the beginning of each
season. Non-resident fees established by the commission are $5.00 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-residents fees shall be paid to the
City by the beginning of the Fall, Winter, Spring, or Summer seasons along with non-residents
identifIed and 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 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 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's Recreation Supervisor 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 Soccer Club prior to, during, or after any Program shall be strictly prohibited.
11.0 Status Conferences, At the reqll;est of the City, the Soccer Club 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.
Page 3 of 8
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 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 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 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 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.
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$I,OOO,OOO,OO per occurrence combined single limit for bodily injury
Page 4 of 8
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 thereofwithin 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.
signed by both parties.
Modifications of this Agreement shall only be made in writing
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
not in any respect whatsoever create any rights oil 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.
Page 5 of 8
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
1000 E. State Road 434
Winter Springs, Florida 32708
PH: (407) 327-4761
FAX: (407) 327-4763
To Soccer Club:
Central Florida United Soccer Club, Incorporated
William E. Christie, Jr.
6964 Aloma Avenue
Winter Park, Florida 32792
PH: (407) 695-4957
Page 6 of 8
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 similar 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 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. The Soccer
Club shall also immediately pay all compensation due to the City pursuant to paragraph 8.0 of this
Agreement.
31.0 .Soccer Clu b Signatory. The undersigned person executing this Agreement on behalf
of the Soccer Club hereby represents and warrants that said person 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 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 and Trotwood Park Facilities. The City of Winter
Springs will provide practice times at Trotwood Park and Central Winds Park Expansion and game
times at Central Winds Park during the regular soccer season based on game play times for each age
group for the fall and spring seasons.
Page 7 of 8
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 circumstances that the City deems could injure the participants or damage
the facilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
..
CITY :
CITY OF WINTER SPRINGS
By: /~~~~ ~By:
RonaldW, McLemore, City Manager
Date: July 30, 2003
Page 8 of 8
SOCCER CLUB:
CENTRAL FLORIDA UNITED
SOCCER CLUB,INC.
Date:
COMMISSION AGENDA
ITEM D
CONSENT X
INFORMATIONAL
PUBLIC HEARING
REGULAR
7/28/03
Meeting
MGR. IV'
Authorization
/DEPT e-CY
. 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 Futball Club, mc., an affiliate of Central Florida
United Soccer Club.
PURPOSE: The purpose of this item is to obtain Commission approval to execute the Agreement
necessary to again partner with the Winter Springs Futball Club, mc., an affiliate of
Central Florida United Soccer Club.
CONSIDERTIONS:
· The Winter Springs Futball Club (Central Florida United Soccer Club) has been conducting
youth soccer programs for the youth of the Winter Springs area. They desire to again partner
with the City of Winter Springs with another 2-Year Agreement.
· The Parks and Recreation Department desires to provide facilities owned by or scheduled 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 and Central Winds expansion
property for practices and Central Winds Park for games.
· 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.
· Staff and the City Attorney have reviewed the Agreement and recommend approval.
1
FUNDING:
The program will provide to the City of Winter Springs approximately $12,000.00 per year. In return
Parks and Recreation will provide printing and mailing of brochures, phone line with voice mail,
criminal history background checks and NYCSA coach's certification for coaches.
Projected total revenue from all Six (6) agreements is $50,000.00 per year. Total expenses are
$46,100.00 per year. Total net revenue to City is $3,900.00 per-year.
RECOMMENDATION:
Staff is recommending approval to authorize the City Manager to execute the City of Winter Springs
Recreational Program Agreement with the Winter Springs Futball Club Inc., an affiliate of Central
Florida United Soccer Club.
IMPLEMENTATION SCHEDULE:
July 29,2003
Promotion ofY outh Soccer Program.
ATTACHMENTS:
Attachment # 1
City of Winter Springs Recreational Program Agreement with the Winter
Springs Futball Club, Inc., an affiliate of Central Florida United Soccer Club.
COMMISSION ACTION:
2
ATTACHMENT #1
CITY OF WINTER SPRINGS
RECREATIONAL PROGRAM AGREEMENT
THIS AGREEMENT, made and entered into this 23rd dayofJuly, 2003, by and between the
City of Winter Springs, a Florida municipal corporation (the "City"), and the Winter Springs Futball
Club, Inc., affiliate of Central Florida United Soccer Clubs, a Florida corporation ("Soccer Club").
WIT N E SSE T H:
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 inchide, 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 gan1es, championship games,
Page lof8
invitational games, fundraisers and a dribble, pass and shoot competition. Unless othexwise 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; (H) providing coaches,
referees, speakers, competition judges, scorers, and administrative and support personnel to operate
.the Programs; (iii) providing all equipment necessary 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 0 fthis 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 of Non-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 ofthe 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 ofthis 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; (Hi) 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.
8.0 Compensation. For the use ofthe 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
follows:
8.1 Twenty percent (20%) of all monies collected or an equal amount for the registration
Page 2 of8
and enrollment of a person into Program, residing east of State Road 436, at the beginning of each
season. Non-resident fees established by the commission are $5.00 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 ofthe registration fees and non-residents fees shall be paid to the
City by the beginning of the Fall, Winter, Spring, or Summer seasons along with non-residents
identified and 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 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
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 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 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
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
Page 3 of8
considered an independent contractor under this Agreement. The Soccer Club shall be solely
responsible and liable for hiring and retaiiling all ofits 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 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 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. h1 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, docwnent,
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 0 r control 0 f the City 0 r the Soccer Club. S aid 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, docwnents, 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.
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
Page 4 of8
minimum limits of coverage of$l ,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 too btain 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
perfonn 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
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
1000 E. State Road 434
Winter Springs, Florida 32708
PH: (407) 327-4761
FAX: (407) 327-4763
To Soccer Club:
Winter Springs Futball Club, Inc.,
An affiliate of Central Florida United Soccer Club
William E. Christie, Jr.
Page 60f8
6964 Aloma Avenue
Winter Park, Florida 32792
PH: (407) 695-4957
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. ill performing the Programs, the Soccer Club 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 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. 1ft his Agreement is terminated bye ither p arty, 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 paragraph 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 harshly against either ofthe 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 and Trotwood Park Facilities. The City of Winter
Page 7 of8
Springs will provide practice times at Trotwood Park and Central Winds Park Expansion and game
times at Central Winds Park during the regular soccer season based on game play times for each age
group for the fall and spring seasons.
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 circumstances that the City deems could injure the participants or damage
the facilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
CITY :
SOCCER CLUB:
CITY OF WINTER SPRINGS
INC.
WINTER SPRINGS FUTBALL CLUB,
An affiliate of Central Florida United
Soccer Club, Inc,
By: By:
Ronald W. McLemore, City Manager
Date: Date:
Page 8 of8