Resolution No. 2019-59 Awarding RFP No. 19-08-01-2 (Adult Softball Management Services) to Softball 2-4 Cure, LLC - November 5, 2019 RESOLUTION NO. 2019-59
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AND OTHERWISE TO ENTER INTO THE
ATTACHED AGREEMENT BETWEEN THE CITY OF AVENTURA AND
SOFTBALL 2-4 CURE, LLC TO PERFORM ADULT SOFTBALL
MANAGEMENT SERVICES AS SET FORTH IN RFP NO. 19-08-01-2;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND
PROVIDING FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized to execute the attached
Agreement (the "Agreement") in substantially the form attached hereto, between the
City of Aventura and Softball 2-4 Cure, LLC to perform adult softball management
services as set forth in RFP No. 19-08-01-2.
Section 2. The City Manager is hereby authorized to do all things necessary to
carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Shelley, who moved its
adoption. The motion was seconded by Commissioner Landman, and upon being put
to a vote, the vote was as follows:
Commissioner Denise Landman Yes
Commissioner Dr. Linda Marks Yes
Commissioner Gladys Mezrahi Yes
Commissioner Robert Shelley Yes
Commissioner Howard Weinberg Yes
Vice Mayor Marc Narotsky Yes
Mayor Enid Weisman Absent
PASSED AND ADOPTED this 5th day of November, 2019.
City of Aventura Resolution No. 2019-59
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'A RC NAROTSKY, VIG't MAYOR "
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ATTEST:
ELLISA L. HORVATH arc
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
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EXHIBIT"A"
AGREEMENT
BETWEEN THE CITY OF AVENTURA AND SOFTBALL 2-4 CURE TO PROVIDE
ADULT SOFTBALL MANAGEMENT SERVICES PER RFP# 19-08-01-2
THIS AGREEMENT is entered into this 5th day of November 2019 between the
City of Aventura, a Florida municipal corporation, (CITY) and Softball 2-4 Cure,
(CONTRACTOR) for services to commence on or before December 5, 2019.
WHEREAS, the CITY desires to retain the professional services of
CONTRACTOR to provide adult softball management services; and
WHEREAS, the CONTRACTOR desires to provide adult softball management
services to the CITY and its residents.
NOW, THEREFORE the Parties agree as follows:
ARTICLE
GENERAL CONDITIONS
The CONTRACTOR agrees to:
1.1 Provide adult softball management services for CITY residents in accordance with
the conditions and specifications set forth in Request For Proposal # 19-08-01-2
Adult Softball Management Services, incorporated herein and attached as Exhibit
"A," and all existing and future rules, regulations, and procedures relating to the
usage of the CITY's facilities.
1.2 Conduct all adult softball management programs and services as assigned by the
City Manager, or his designee, in a professional, careful and responsible manner
with due regard for the safety of the participants and others, during normal
operating hours. CONTRACTOR shall also advise the Community Services
Director or designee, in writing, of all schedules, to which the Community Services
Director may recommend changes.
1.3 Be solely responsible, at CONTRACTOR's sole expense, for securing, providing
and compensating all assistants, instructors, coaches, officials, and other
personnel costs associated with providing adult softball, or as required by the
CITY, at its sole discretion.
1.4 The CITY shall provide athletic fields for all recreation programs, and shall
register participants for all programs at no cost to the CONTRACTOR.
1.5 Be solely responsible for procuring, providing and paying for player and staff
uniforms, work labor, transportation, athletic equipment, materials, supplies, and
all other costs associated with providing adult softball as may be required, and to
perform these professional recreation management services safely and
adequately. CITY shall approve\all uniforms prior to issuance.
1.6 Actively recruit and train volunteers to fulfill the roles of coaches, officials,
scorekeepers, and other capacities for adult softball programs and leagues.
1.7 Provide all adult softball programs and leagues as directed by the Community
Services Director, at his sole discretion. The Community Services Director shall
authorize each activity, class, league, or program prior to planning registration
and approve all schedules prior to conducting registration.
1.8 Provide proof of documentation that all officials used by CONTRACTOR are
certified, as approved by the Community Services Director, prior to the start of
each league.
1.9 Provide the CITY with a copy of rules for each league or program for CITY
approval prior to the start of each season.
1.10 Provide the CITY with any special maintenance requirements with at least seven
(7) days prior notice.
1.11 Recognize that all City facilities shall be available for general public use at any
time, except for league games, or as otherwise authorized by the Community
Services Director.
1.12 Be responsible for enforcing compliance with the approved rules for all adult
softball programs, leagues, and activities. The CITY reserves the right to enact
other rules, if necessary, at its sole discretion.
1.13 Term - This Agreement will be effective upon execution by both parties and will
continue for a term of three (3) years from the date of execution by the City. The
City has the right, at its sole option, to renew the Agreement for one (1) additional
three (3) year period or any portion thereof. In the event the City exercises such
right, all terms and conditions, and requirements of the Agreement, including all
costs, will remain the same as specified in the Agreement and apply during the
renewal period(s). No Work is to commence until a written authorization is issued
by the Community Services Director.
1.14 Notices - Whenever either party desires to give written notice to the other relating
to the Agreement, such must be addressed to the party for whom it is intended at
the place specified below; and the place for giving the notice will remain until it is
changed by written notice in compliance with the provisions of this Article. Notice
will be deemed given on the date received or within 3 days of mailing, if mailed
through the United States Postal Service. Notice will be deemed given on the date
sent via e-mail or facsimile. Notice will be deemed given via courier/delivery
service upon the initial delivery date by the courier/delivery service. For the
present, the parties designate the following as the respective places for giving of
notice:
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For City:
Mr. Ronald J. Wasson
City Manager
City of Aventura
19200 West Country Club Drive Aventura, FL, 33180
Kimberly S. Merchant
Community Services Director
City of Aventura
19200 West Country Club Drive
Aventura, FL, 33180
For Contractor:
Mr. Michael Jacobs
President
20875 NE 31st Place
Aventura, FL 33180
During the performance of the Program the Contractor must maintain continuing
communications with designated City representative (s). The Contractor must keep the
City fully informed as to the progress of the Work under the Agreement.
1.15 Indemnification - The Contractor must indemnify, defend, and hold harmless the
City, its officers, agents and employees from and against all liability, claims,
damages, losses and expenses, including reasonable attorney's fees and costs at
both trial an appellate levels arising out of or resulting from the performance of the
Work under this Agreement, caused by negligence, recklessness, intentional
misconduct, or any act or omission of the Contractor or anyone directly or
indirectly employed by Contractor or anyone for whose acts Contractor may be
liable. The Contractor expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by Contractor will in
no way limit the responsibility to indemnify, keep and save harmless and defend
the City or its officers, employees, agents and instrumentalities as herein
provided.
1.16 The Contractor agrees and recognizes that the City will not be held liable or
responsible for any claims which may result from any actions or omissions of the
Contractor in which the City participated either through review or concurrence of
the Contractor's actions. In reviewing, approving or rejecting any submissions by
the Contractor or other acts of the Contractor, the City in no way assumes or
shares any responsibility or liability of the Contractor or Subcontractor, under this
Agreement. The Contractor will defend the City or provide for such defense at its
own expense, at the City's option. All travel, transportation, and offsite events
provided by the Contractor as part of the Program(s) are covered under the
indemnification provision.
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1.17 Insurance - Without limiting any of the other obligations or liabilities of Contractor,
the Contractor shall secure and maintain throughout the duration of this
Agreement, insurance of such type and in such amounts necessary to protect its
interest and the interest of the City against hazards or risks of loss as specified
below. The underwriter of such insurance shall be qualified to do business in
Florida, be rated B as to management and "Class V" as to strength or better as
rated by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent, The insurance carrier shall
have agents upon whom service of process may be made in the State of Florida.
The insurance coverage shall be primary insurance with respect to the City, its
officials, employees, agents and volunteers. Any insurance maintained by the City
shall be in excess of the Contractor's insurance and shall not contribute to the
Contractor's insurance. The insurance coverages shall include a minimum of:
1.17.1 Worker's Compensation and Employer's Liability Insurance: Coverage to apply
for all employees for statutory limits as required by the State of Florida's
Statutory Workers' Compensation Law" and all applicable Federal laws. The
policy(ies) must include Employer's Liability with minimum limits of$1,000,000.00
each accident and a waiver of subrogation.
1.17.2 Comprehensive Automobile and Vehicle Liability Insurance: This insurance shall
be written in comprehensive form and shall protect the Contractor and the City
against claims for injuries to members of the public and/or damages to property
of others arising from the Contractor's use of motor vehicles or any other
equipment and shall cover operation with respect to onsite and offsite operations
and insurance coverage shall extend to any motor vehicles or other equipment
irrespective of whether the same is owned, non-owned, or hired. The limit of
liability shall not be less than $1,000,000.00 per occurrence, combined single
limit for Bodily Injury Liability and Property Damage Liability. Coverage must be
afforded on a form no more restrictive that the latest edition of the Business
Automobile Liability Policy, without restrictive endorsement, as filed by the
Insurance Services Office.
1.17.3 Commercial General Liability. This insurance shall be written in comprehensive
form and shall protect the Contractor and the City against claims arising from
injuries to members of the public or damage to property of others arising out of
any act or omission to act of the Contractor or any of its agents, employees, or
subcontractors. The limit of liability shall not be less than $1,000,000.00 per
occurrence, combined single limit for Bodily Injury Liability and Property Damage
Liability. Coverage must be afforded on a primary and non-contributory basis and
with a coverage form no more restrictive than the latest edition of the Commercial
General Liability Policy, without restrictive endorsements, as filed by the
Insurance Services Office, and must include: (1) Premises and/or Operations; (2)
Independent contractors and Products and/or completed Operations; (3) Broad
Form Property Damage, Personal Injury and a Contractual Liability Endorsement,
including any hold harmless and/or indemnification agreement.
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1.17.4 Excess Liability Insurance: Contractor shall provide Certificates of Insurance
demonstrating that the Contractor has excess liability insurance in an amount not
less than $1,000,000.
1.17.5 Certificate of Insurance: Contractor shall provide the City with Certificates of
Insurance for all required policies within fifteen (15) days of notification of a
conditional award by the City. The Certificates of Insurance shall not only name
the types of policy(ies) provided, but also shall refer specifically to this
Agreement and shall state that such insurance is as required by this Agreement.
The City reserves the right to require the Contractor to provide a certified copy of
such policies, upon written request by the City. Each policy certificate shall be
endorsed with a provision that not less than thirty (30) calendar days' written
notice shall be provided to the City before any policy or coverage is cancelled,
restricted, or a material change is made. Acceptance of the Certificate(s) is
subject to approval of the City Manager or designee.
1.18 Additional Insured - The City is to be specifically included as an Additional Insured
for the liability of the City resulting from operations performed by or on behalf of
Contractor in performance of this Agreement. Contractor's insurance, including
that applicable to the City as an Additional Insured, shall apply on a primary basis
and any other insurance maintained by the City shall be in excess of and shall not
contribute to Contractor's insurance. Contractor's insurance shall contain a
severability of interest provision providing that, except with respect to the total
limits of liability, the insurance shall apply to each Insured or Additional Insured in
the same manner as if separate policies had been issued to each.
All deductibles or self-insured retentions must be declared to and be approved by
the City Manager. The Contractor shall be responsible for the payment of any
deductible or self-insured retentions in the event of any claim.
1.19 Rules And Regulations - The Contractor will comply with all laws and regulations
applicable to provision of the Programs specified in the Agreement. The
Contractor must be familiar with and comply with all federal, state and local laws
that affect the Services, including, but not limited to, those applicable to the
Department of Children and Families' (DCF), Department of Health (DOH) and
OSHA. The Contractor must comply with all of the City's park rules and
regulations.
1.20 Protection of Property, Utilities, and the Public - The Contractor must protect
public and private property from damage or loss arising in connection with
providing the Programs and take all necessary precautions to prevent accidents
and injuries to persons or property on or near the Work.
The Contractor is completely responsible for, and must replace and make good all
loss, injury, or damage to any property (including landscaping, park amenities, or
structure(s) of the City or private property, and of any land adjoining the locations
where Programs are being provided, which may be caused by Contractor.
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1.21 Authority of City's Community Services Director - The City Manager hereby
authorizes the Community Services Director to determine, all questions of any
nature whatsoever arising out of, under or in connection with, or in any way
relating to the providing of the Programs in accordance with the Agreement. The
Community Services Director has the authority to act on behalf of the City to the
extent provided by the Agreement, unless otherwise modified in writing by the
City.
All interpretations and recommendations of the Community Services Director will
be consistent with the intent of the Agreement Documents. All interpretations of
the Agreement Documents will be issued by the City Manager, which will be
binding upon the Contractor.
1.22 Subcontractors - The Contractor has been authorized to utilize the Subcontractors
identified in the Agreement. The use of any other Subcontractors or the
replacement of any approved Subcontractors requires the prior written approval of
the Community Services Director.
1.23 Taxes - Contractor must pay all applicable sales, consumer, use and other taxes
required by law. Contractor is responsible for reviewing the pertinent state
statutes involving state taxes and complying with all requirements.
1.24 Change Orders - The City reserves the right to order changes which may result in
additions to or reductions in the Agreement and which are within the general
scope of the Agreement and all such changes will be authorized only by a
Change Order approved in advance, and issued in accordance with provisions of
the City and the Agreement.
Any changes to the Agreement must be contained in a written document,
executed by the both parties. However, under circumstances determined
necessary by City, Change Orders may be issued unilaterally by City.
1.25 Force Majeure - The City and Contractor will be excused from the performance of
their respective obligations under the Agreement when and to the extent that their
performance is delayed or prevented by any circumstances beyond their control
including, fire, flood, explosion, act of God or public emergency, war, riot, civil
commotion, malicious damage, act or omission of any governmental authority,
delay or failure or shortage of any type of equipment, or service from a public
utility needed for their performance, provided that:
The non performing party gives the other party prompt written notice describing
the particulars of the Force Majeure including, but not limited to, the nature of the
occurrence and its expected duration, and continues to furnish timely reports with
respect thereto during the period of the Force Majeure;
The excuse of performance is of no greater scope and of no longer duration than
is required by the Force Majeure;
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No obligations of either party that arose before the Force Majeure causing the
excuse of performance are excused as a result of the Force Majeure; and
The non performing party uses its best efforts to remedy its inability to perform.
Notwithstanding the above, performance will not be excused under this Article for
a period in excess of two (2) months, provided that in extenuating circumstances,
the City may excuse performance for a longer term.
1.26 Maintenance, Cleaning Up, City's Right To Clean-Up - The City will provide
routine janitorial maintenance for the Facilities. The Contractor is responsible for
cleaning-up any materials, supplies, debris, or other similar items resulting from
the Programs. Should the Contractor fail to perform such clean-up the City has
the right to perform the clean-up work and deduct the cost from any sums due the
Contractor:
1.27 Storage Space - Storage space at the site where the Programs are to be provided
is limited. Contractor may need to arrange alternate space for its equipment,
materials, and supplies. The space to be provided to the Contractor will be
determined by the City's Community Services Director.
1.28 Utility Service - The City will provide the existing utility service to the Facilities for
use in providing the Programs.
1.29 Claims - Any claim must be made by written notice by Contractor to the City's
Community Services Director within five (5) business days of the commencement
of the event giving rise to the claim and stating the general nature and cause of
the claim. Thereafter, within ten (10) days of the termination of the event giving
rise to the claim, written notice of the extent of the claim with supporting
information and documentation must be provided unless the City's Community
Services Director allows additional time for submission. The written notice must
be accompanied by Contractor's written notarized statement that any
adjustment(s) claimed is the entire adjustment to which the Contractor has reason
to believe it is entitled as a result of the occurrence of said event. All claims and
disputes will be determined in accordance with the Agreement. It is expressly and
specifically agreed that any and all claims for changes to the Agreement will be
waived if not submitted in strict accordance with the requirements of this Article.
The Agreement time will be extended in an amount equal to time lost due to
delays beyond the control of and through no fault or negligence of Contractor if a
claim is made as provided in this Article. Such delays include, but are not be
limited to, Force Majuere, acts or neglect by any separate contractor employed by
City, fires, floods, labor disputes beyond the control of the Contractor,
1.29.1 The following circumstances shall not constitute Force Majeure:
Economic hardship shall not constitute Force Majeure.
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1.30 Removal of Unsatisfactory Personnel - The City may make written request to the
Contractor for the prompt removal and replacement of any personnel employed or
retained by the Contractor, or any Subcontractor engaged by the Contractor to
provide and perform services or Work pursuant to the requirements of the
Agreement. The Contractor must respond to the City within five (5) calendar days
of receipt of such request with either the removal and replacement of such
personnel or written justification as to why that may not occur. The City will make
the final determination as to the removal of unsatisfactory personnel from the
Work. The Contractor agrees that the removal of any of such individual(s) does
not require the termination or demotion of said individual(s).
Contractor will not be entitled to any compensation of any kind from the City for
direct, indirect, consequential, impact or other costs, expenses or damages from
any cause whatsoever, whether such delay, disruption, interference or hindrance
be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or
unavoidable.
Failure of Contractor to comply with this Article as to any particular event of claim
will be deemed conclusively to constitute a waiver of any and all claims resulting
from that particular event.
1.31 Continuing the Program(s) - Contractor must continue to provide the Programs
during all disputes or disagreements with City. Programs will not be delayed or
postponed pending resolution of any disputes or disagreements.
1.32 Stop Work Order - The City may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the Programs due to any conflict
or potential conflict with other City events or operational requirements, storm
related events or other similar circumstances. The City, where possible will make
every effort to provide at minimum of forty-eight (48) hours advance notice or
move the Program, if possible, to an alternative site.
1.33 Fraud and Misrepresentation - The City may terminate this Agreement with any
person, individual, corporation, entity, or affiliate that attempts to meet its
contractual obligations with the City through fraud, misrepresentation, conflicts of
interest, or material misstatement. Such person, individual, corporation, entity, or
affiliate shall be responsible for all direct or indirect costs associated with
termination or cancellation.
1.34 Set-Offs, Withholding, and Deductions - The City may set-off, deduct or withhold
from any payment due the Contractor, such sums as may be specifically allowed
in the Agreement or by applicable law including, without limitation, the following:
Any amount of any claim by a third party;
Any unpaid legally enforceable debt owed by the Contractor to the City.
The City will notify the Contractor in writing of any such withholdings.
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1.35 Contractor Default - An event of default means a breach of the Agreement by the
Contractor. Where an Event of Default ("Default") occur under the Agreement, the
City may, at its sole discretion, notify the Contractor, specifying the basis for such
Default, and advising the Contractor that such Default must be cured within a time
frame specified by the City or the Agreement with the City may be terminated.
The City is under no obligation to issue such notification. The City may grant an
extension to the cure period if the City deems it appropriate and in the best
interest of the City, without waiver of any of the City's rights hereunder.
Where a Default is not cured within the time specified to cure the Default, the City
Manager in addition to all remedies available by law, may immediately, upon
written notice to Contractor, terminate this Agreement. Contractor understands
and agrees that termination of this Agreement under this Article will not release
Contractor from any obligation accruing prior to the effective date of termination.
Where the City erroneously terminates the Agreement for default, the termination
will be converted to a Termination for Convenience, and the Contractor will have
no further recourse of any nature for wrongful termination.
1.36 Termination For Convenience - In addition to cancellation or termination as
otherwise provided for in the Agreement, the City may at any time, in its sole
discretion, with or without cause, terminate the Agreement by written notice to the
Contractor. Such Written Notice will state the date upon which Contractor shall
cease all Work under the Agreement.
In the event that the City exercises its right to terminate the Agreement pursuant
to the Agreement Documents, the City will pay the Contractor for the Services
provided under the Agreement until the date of Termination. In no event, will any
payments under this Paragraph exceed the maximum cost set forth in the
Agreement and the amount due hereunder may be offset by payments made to
the Contractor or any claims made against the Contractor. Contractor will not be
entitled to lost profits, overhead or consequential damages as a result of a
Termination for Convenience.
1.37 City May Avail Itself of All Remedies - The City may avail itself of each and every
remedy stated in the Agreement or existing at law or in equity. The exercise or the
beginning of the exercise, of one remedy will not be deemed a waiver of the right
to exercise, at the same time or thereafter, of any other remedy.
1.38 Compliance With Applicable Laws - The Contractor must comply with the most
recent editions and requirements of all applicable laws, rule, regulations, codes,
and ordinances of the Federal government, the State of Florida, Miami-Dade
County, and the City.
1.39 Nondiscrimination, Equal Employment Opportunity, and Americans With
Disabilities Act - Contractor must not unlawfully discriminate against any person,
must provide equal opportunities for employment, and comply with all applicable
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provisions of the Americans with Disabilities Act in its performance of the Work
under the Agreement. Contractor must comply with all applicable federal, State of
Florida, Miami-Dade County, and City rules regulations, laws, and ordinance as
applicable.
1.40 Independent Contractor - The Contractor is engaged as an independent business
and agrees to perform Work as an independent contractor. In accordance with the
status of an independent contractor, the Contractor covenants and agrees that
the Contractor will conduct business in a manner consistent with that status, that
the Contractor will not claim to be an officer or employee of the City for any right
or privilege applicable to an officer or employee of the City, including, but not
limited to: worker's compensation coverage; unemployment insurance benefits;
social security coverage; retirement membership, or credit.
1.41 Third Party Beneficiaries - Neither Contractor nor City intends to directly or
substantially benefit a third party by this Agreement. Therefore, the parties agree
that there are no third party beneficiaries to this Agreement and that no third party
will be entitled to assert a claim against either of them based upon this
Agreement.
1.42 Assignment or Sale of Agreement -The performance of this Agreement will not be
transferred pledged, sold, merged, delegated or assigned, in whole or in part, by
the Contractor without the prior written consent of the City. It is understood that a
sale of ownership, the majority of the stock, or partnership shares of the
Contractor, a merger or bulk sale, an assignment for the benefit of creditors will
each be deemed transactions that would constitute an assignment or sale
hereunder. The City may request any information it deems necessary to review
any request for assignment or sale of the Agreement.
Any such actions identified above taken without the prior written consent of the
City approval will be cause for the City to terminate this Agreement for default and
the Contractor will have no recourse from such termination.
Nothing herein will either restrict the right of the Contractor to assign monies due
to, or to become due or be construed to hinder, prevent or affect any assignment
by the Contractor for the benefit of its creditors, made pursuant to applicable law.
1.43 Materiality and Waiver of Breach - City and Contractor agree that each
requirement, duty, and obligation set forth in the Agreement is substantial and
important to the formation of the Agreement and, therefore, is a material term
hereof. The City's failure to enforce any provision of the Agreement will not be
deemed a waiver of such provision or modification of the Agreement. A waiver of
any breach of a provision of the Agreement will not be deemed a waiver of any
subsequent breach and will not be construed to be a modification of the terms of
the Agreement.
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1.44 Defense of Claims - Should any claim be made or any legal action brought in any
way relating to the Work under the Agreement, the Contractor must diligently
render to the Claims any and all assistance which the City may require of the
Contractor.
1.45 Funds Availability - Funding for this Agreement is contingent on the availability of
funds and the Agreement is subject to amendment or termination due to lack of
funds, reduction of funds and/or change in regulations, upon thirty (30) days'
notice.
1.46 Access to and Review of Records - City has the right to inspect and copy, at
City's expense, the books and records and accounts of the Contractor which
relate in any way to the Agreement. The Contractor agrees to maintain an
accounting system that provides for accounting records that are supported with
adequate documentation and adequate procedures for determining allowable
costs.
The Contractor must comply with the applicable provisions of Chapter 119,
Florida Statutes and the City has the right to immediately terminate this
Agreement for the refusal by the Contractor to comply with Chapter 119, Florida
Statutes. The Contractor must retain all records associated with this Agreement
for a period of five (5) years from the date of termination.
1.47 Time in Which To Bring Action Against the City- In the event the Contractor may
be deemed to have a cause of action against the City, no action will lie or be
maintained by the Contractor against the City upon any claim arising out of or
based upon the Agreement by reason of any act or omission or requirement of the
City or its agents, unless such action must be commenced within six (6) months
after the date of issuance of a final payment under the Agreement, or if the
Agreement is terminated under the provisions of the Agreement unless such
action is commenced within six (6) months after the date of such termination by
the City.
1.48 Contract Continuity - The City reserves the right to exercise its option to extend
the Agreement for up to ninety (90) calendar days beyond the original Agreement
period, inclusive of any Options to Renew exercised by the City. In such event,
the City will notify the Contractor in writing of such extensions.
1.49 Applicable Law and Venue Of Litigation -This Agreement is enforceable in Miami-
Dade County, Florida, and if legal action is necessary by either party with respect
to the enforcement of any or all of the terms or conditions the sole venue shall be
Miami-Dade County, Florida.
1.50 Non-Exclusive Agreement - It is the intent of the City to enter into an Agreement
with A successful Proposer(s) that will satisfy its needs as described herein.
However, the City reserves the right, as deemed in its best interest, to perform, or
cause to be performed, the Work and Services, or any portion thereof, as it sees
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fit, including but not limited to: award of other contracts, use of another contractor,
or perform the Work with its own employees.
1.51 Severability - In the event any provision of the Agreement is determined by a
Court of competent jurisdiction to be illegal or unenforceable, then such
unenforceable or unlawful provision will be excised from this Agreement, and the
remainder of the Agreement will continue in full force and effect. Notwithstanding
the foregoing, if the result of the deletion of such provision will materially and
adversely affect the rights of either party, such party may elect, at its option, to
terminate the Agreement in its entirety. An election to terminate the Agreement
based upon this provision must be made within seven (7) calendar days after the
finding by the court becomes final.
1.52 Agreement Documents Contains All Terms - The Agreement and all documents
incorporated herein by reference contain all the terms and conditions agreed
upon by the parties hereto, and no other agreement, oral or otherwise, regarding
the subject matter of the Agreement will be deemed to exist or to bind any of the
parties hereto, or to vary any of the terms contained herein.
1.53 Entire Agreement - The Agreement, as they may be amended from time to time,
represent the entire and integrated Agreement between the City and the
Contractor and supersede all prior negotiations, representations or agreements,
written or oral. This Agreement may not be amended, changed, modified, or
otherwise altered in any respect, at any time after the execution hereof, except by
a written document executed in accordance with the requirements of this
Agreement. Waiver by either party of a breach of any provision of the Agreement
will not be deemed to be a waiver of any other breach of any provision of the
Agreement.
1.54 Conflict of Provisions- In the event of any conflict between any provisions in any
attached Exhibit and this Agreement, the parties agree that the provisions of this
Agreement are controlling.
1.55 PUBLIC RECORDS LAW
PUBLIC RECORDS
1. CONTRACTOR agrees to keep and maintain public records in
CONTRACTOR's possession or control in connection with CONTRACTOR's
performance under this Agreement. CONTRACTOR additionally agrees to
comply specifically with the provisions of Section 119.0701, Florida Statutes.
CONTRACTOR shall ensure that public records that are exempt or confidential
and exempt from public records disclosure requirements are not disclosed, except
as authorized by law, for the duration of the Agreement, and following completion
of the Agreement until the records are transferred to the CITY.
2. Upon request from the CITY custodian of public records, CONTRACTOR
shall provide the CITY with a copy of the requested records or allow the records
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to be inspected or copied within a reasonable time at a cost that does not exceed
the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by
law.
3. Unless otherwise provided by law, any and all records, including but not
limited to reports, surveys, and other data and documents provided or created in
connection with this Agreement are and shall remain the property of the CITY.
4. Upon completion of this Agreement or in the event of termination by either
party, any and all public records relating to the Agreement in the possession of
the CONTRACTOR shall be delivered by the CONTRACTOR to the CITY
MANAGER, at no cost to the CITY, within seven (7) days. All such records stored
electronically by CONTRACTOR shall be delivered to the CITY in a format that is
compatible with the CITY'S information technology systems. Once the public
records have been delivered upon completion or termination of this Agreement,
the CONTRACTOR shall destroy any and all duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
5. Any compensation due to CONTRACTOR shall be withheld until all
records are received as provided herein.
6. CONTRACTOR's failure or refusal to comply with the provisions of this
section shall result in the immediate termination of this Agreement by the CITY.
Section 119.0701(2)(a), Florida Statutes
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS
Custodian of Records: City Clerk's Office
Mailing address: 19200 West County Club Drive
Aventura, FL 33180
Telephone number: 305-466-8901
Email: horvathe@cityofaventura.com
ARTICLE 2
FEES AND COMPENSATION
2.1 COMPENSATION
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2.1.1 City shall pay to the Contractor a contractor fee in the amounts collected by the
City equal to 65-70% of the registration fees and program fees collected for adult
softball programs facilitated by the Contractor at any City facility. The revenue
percentage is based upon the number of teams registered per Softball 2-4 Cure
submitted proposal.
2.2 FEES are to be collected by the City
2.3 Adult softball team fees are $540 for a team that consists entirely of Aventura
residents. Any teams that have non-resident participants will be considered a
non-resident team and follow the 35% fee structure to be $730.
2.4 All fees paid for future years will be established prior to the release publically as
mutually agreed upon, no later than February 1st of each year.
2.5 CONTRACTOR may solicit sponsors for adult softball leagues, subject to CITY
approval, at its sole discretion. Sponsors shall not be solicited without the
express written consent of the Community Services Director.
ARTICLE 3
SPECIAL TERMS AND CONDITIONS
3.1 Payment — the City shall provide the Contractor with a report for the revenue
derived from all adult softball services managed by the Contractor hereunder after
City's background screening costs have been deducted if applicable. Said
payments shall be due and payable by the fifteenth of each month for revenues
derived from the previous month.
3.2 The City will take action to pay, reject or make partial payment on an invoice in
accordance with the Florida Local Government Prompt Payment Act. No
payments will be due or payable for Work not performed or materials not
furnished or where the Work has not been accepted by the City. If there is a
dispute with regard to an invoice, the City will pay the amount not in dispute and
reject the remainder that is in dispute.
3.3 Deletion or Modification of Services - The City may during the term of the
Agreement make modifications to the Services being provided. If the Contractor
and the City agree on modifications or revisions to any Services such changes
must be made through the execution of a change order executed by both parties.
3.4 Use of Property - City grants to the Contractor non-exclusive access for the
limited use of the Facilities in "as-is" condition for providing the Programs. Use of
the Facilities for any other activity(ies) is subject to the prior written approval of
the Community Services Director. Such approval will be at the sole discretion of
the Community Services Director.
3.5 Program Conflicts — the Community Services Director, in his or her sole
discretion, may change or cancel any activity due to inclement weather, special
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events, conflicting schedules, Program events or Services, for unforeseen
circumstances or emergencies including, but not limited to, maintenance of the
Property, or for any reason that is in the best interest of the City.
3.6 Maintenance of the Facilities - The City will provide routine maintenance, utilities,
and solid waste for the Facilities. Maintenance above and beyond what is
normally provided for use of the Facilities will be provided by the Contractor,
subject to the prior written approval of the Community Services Director.
3.7 Management of Staff and Program Participants — the Contractor agrees to
monitor and control all Program participants, including, but not limited to
Contractor's staff, instructors, volunteers, guests and invitees while at the City
facilities and during any activities organized by the Contractor at the Facilities.
Contractor must comply, at its own cost, with the City's Community Services
Department background policy, requiring the Contractor to conduct level 2
background investigations for all instructors, employees, or volunteers prior to the
use of the Property under this Agreement. These investigations must meet the
requirements for the Level 2 background and screening requirements as set forth
in Section 435.04, Florida Statutes.
Contractor must not allow any instructor, employee, or volunteer who does not
meet the above stated requirements to provide any Service under this Agreement.
An affidavit should be provided by the Contractor indicating all staff and
volunteers associated with the operation of Programs, classes and/or activities
under a Program(s) for the Contractor have passed both a criminal background
screening and drug screening prior to the start of the particular program, class,
and/or activities. A new Affidavit is required on an annual basis.
Furthermore, the CITY reserves the right to enforce trespass laws upon and/or
suspend, bar, ban, or expel any CONTRACTOR employee, coach, volunteer,
counselor, or instructor from any CITY facility, park, or center for any reason, at its
sole discretion, without recourse from the subject person or the CONTRACTOR.
3.8 Contractor shall ensure that all volunteers and staff obtain ID's issued by the City
and have their ID's visible at all times while on the City Facilities.
3.9 Alteration and Improvement to the Facilities - The Contractor must not make any
permanent or temporary alterations, improvements or additions to the Facilities,
including, but not limited to, Park areas, as well as signs and banners, without the
prior written consent of the Community Services Director. Any alteration,
improvement or addition to the Facilities approved by the Community Services
Director must be designed, constructed with appropriate permitting, installed, and
maintained in a good, safe and workmanlike manner, and will be provided solely
at the Contractor's expense.
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Unless otherwise agreed in writing by the City, any alteration, improvement or
addition to the Facilities made by Contractor shall be removed by Contractor at
the expiration date or earlier termination date of the Agreement. If the City desires
to retain any alteration, City will notify Contractor in writing of its intent prior to the
termination date of this Agreement.
3.10 City Right to Observe and Inspect — the City has the right, but not the obligation,
at any time, to have one or more of its representatives present during the
Program(s) to observe the Contractor's Program(s), use of the Facilities, and
make any inspections the City deems necessary. The purpose of such
observations and inspections are to ensure the Contractor's compliance with the
terms and conditions of this Agreement.
3.11 Marketing - The Community Services Director will develop marketing materials.
Any additional marketing and promotional materials must be approved by the City
and the costs will be at the sole expense of the Contractor. All marketing and
promotional materials are subject to the prior written approval of the City Manager
or designee.
3.12 Signage — the Contractor will not install or place any signs on City Property
without the prior written approval of the Community Services Director.
3.13 Liability Release and Waiver Requirements - The Contractor must require all staff,
volunteers, and Program participants of legal age to submit to the Contractor
signed liability release and waiver forms drafted or approved by the City, releasing
the City and the City's officers, employees, and agents, from any and all liability in
connection with participation in Contractor Program(s). The Contractor must
require all Contractor's staff, volunteers, and Program participants not of legal age
to submit Contractor liability release and waiver forms signed by their parents or
legal guardians, drafted or approved by the City, and releasing the City and the
City's officers, employees, and agents, from any and all liability in connection with
such individual's participation in the Contractor's Program(s). Contractor must
retain all such forms on file. The City may inspect and copy such release and
waiver forms at any reasonable time.
3.14 Transportation of Program Participants - Where the Contractor provides
transportation for Program participants, inclusive of trips, transportation from a
destination to the Facilities, etc., the Contractor is solely responsible for all cost
associated with such transportation for Programs even if the fees are paid by the
City. All vehicles must be fully insured as required by this Agreement and such
vehicles are subject to inspection by City staff. Vehicles not acceptable to the City
for use under the Agreement must be replaced by the Contractor at no additional
cost to the City.
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IN WITNESS THEREOF, the parties hereto have made and executed this Agreement
on the date above:
CITY OF AVENTURA
�' -- BY- dti.4...t9
:`: •` .
- Ronal asson
City ager
ATTEST: t OS>(1,
Ellisa L. Horvath, C
City Clerk
APPROVED AS TO LEGAL FO M+.
Cit ttorney
CONTRACTOR
BY:
Michael Jacobs
President
Softball 2-4 Cure
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