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Resolution No. 2022-48 Awarding Aventura Sports LLC RFP 22-06-09-3 - July 19, 2022 CITY OF AVENTURA RESOLUTION NO. 2022-48 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AWARDING RFP 22-06-09-3 TO AVENTURA SPORTS, LLC; AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED AGREEMENT BETWEEN THE CITY OF AVENTURA AND AVENTURA SPORTS, LLC TO PERFORM YOUTH SPORTS MANAGEMENT SERVICES AS SET FORTH IN RFP 22-06-09-3; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in accordance with the City Purchasing Ordinance, proposals were submitted for YOUTH SPORTS MANAGEMENT SERVICES (RFP No. 22-06-09-03); and WHEREAS, Aventura Sports, LLC ("Aventura Sports") was the sole bidder submitting a qualified proposal; and WHEREAS, the City Commission upon the recommendation of the City Manager, wishes to award a three-year agreement with Aventura Sports for these services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. RFP NO. 22-06-09-3, YOUTH SPORTS MANAGEMENT SERVICES is hereby awarded to Aventura Sports, LLC. Section 2. The City Manager is hereby authorized to execute the attached Agreement between the City of Aventura and Aventura Sports, LLC to perform Youth Sports Management Services as per the provisions and specifications set forth in RFP 22-06-09-3. Section 3. The City Manager is hereby authorized to do all things necessary to carry out the aims of this Resolution. Section 4. 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 Vice Mayor Landman, and upon being put to a vote, the vote was as follows: Commissioner Rachel S. Friedland Yes Commissioner Billy Joel Yes Commissioner Dr. Linda Marks Yes Commissioner Marc Narotsky Yes Commissioner Robert Shelley Yes Vice Mayor Denise Landman Yes Mayor Enid Weisman Yes City of Aventura Resolution No. 2022-48 PASSED AND ADOPTED this 19th day of July, 2022. ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVA MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Page 2 of 2 EXHIBIT "A" AGREEMENT BETWEEN THE CITY OF AVENTURA AND AVENTURA SPORTS, LLC TO PROVIDE YOUTH SPORTS MANAGEMENT SERVICES THIS AGREEMENT is entered into this 19th day of July, 2022 between the City of Aventura, a Florida municipal corporation, (CITY), and Aventura Sports, LLC (CONTRACTOR). WHEREAS, the CITY desires to retain the professional services of CONTRACTOR to provide youth sports management services; and WHEREAS, the CONTRACTOR desires to provide youth sports management services to the CITY and its residents. ARTICLE I SCOPE OF SERVICES The CONTRACTOR agrees to: 1 .1 Provide professional youth sports management services for CITY residents at the Aventura Community Recreation Center, CITY parks and facilities in accordance with the conditions and specifications as set forth in RFP # 22-06-09-3 and all existing and future rules, regulations, and procedures relating to the usage of the CITY's facilities. 1 .2 Conduct all youth sports leagues, 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, 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 youth sports, or as required by the CITY, at its sole discretion. The CITY shall provide the necessary sports equipment, classrooms, athletic fields, and facilities for all recreation programs, and shall register participants for all programs as described in Section 3.2 set forth in RFP # 22-06-09-3 at no cost to the CONTRACTOR. The CITY will provide office space where available. 1 .4 Be solely responsible for procuring, providing and paying for player and staff uniforms, transportation, supplies, and all other costs associated with providing youth sports as may be required, and to perform these professional recreation management services safely and adequately. 1 .5 Actively recruit and train employees to fulfill the roles of coaches, officials, scorekeepers, team parents, and other capacities for youth sports programs and leagues. All employees that are completing field set up must undergo a safety training by CITY employees. 1 .6 Provide all youth sports programs and leagues as directed by the Community Services Director, at her 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 .7 Provide proof or documentation that all officials used by CONTRACTOR are certified, as approved by the Community Services Director, prior to the start of each league. 1 .8 Provide the CITY with a copy of rules for each league or program for CITY approval prior to the start of each season. 1 .9 Provide that all coaches involved in youth sports or leagues shall be certified by the NYSCA (National Youth Sports Coaches Alliance), NAYS (National Association of Youth Sports), FYSA (Florida Youth Soccer Association), or other approved sanctioning organization. 1 .10 Advise the CITY, at no charge, of specific purchasing needs including all other related costs. 1 .11 Provide the CITY with any special maintenance requirements with at least seven (7) days prior notice. CITY shall approve all uniforms prior to issuance. 1 .12 Actively supervise all youth sports programs, leagues, and other services, providing a minimum of one employee for each site during all activities. A 1/10 supervision ratio shall be maintained at all times for all programs and other activities. 1 .13 Provide active supervision of all youth sports teams during all practices, clinics, and games. All children shall be constantly and appropriately supervised by qualified adults at all times. 1 .14 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 .15 Be responsible for enforcing compliance with the approved rules for all youth sports programs, leagues and activities. The CITY reserves the right to enact other rules, if necessary, at its sole discretion. 1 .16 Have all of the CONTRACTOR's volunteers and employees complete Florida Department of Law Enforcement (FDLE) Volunteer and Employee Criminal History Screening (VECHS) or Florida Department of Children and Families (DCF) background screening in accordance with the Community Services Department 2 1 P a g e Policy 06-01 prior to having contact with children. All background screening shall be completed using the CITY's LIVESCAN device during the times and dates as determined by the CITY. 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. 1 .17 Be responsible for enforcing compliance with the approved rules for all youth sports programs, leagues, and activities. The CITY reserves the right to enact other rules, if necessary, at its sole discretion. 1 .18 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. Aventura Sports LLC (Contractor) reserves the right to request the opportunity to negotiate the agreed upon terms yearly prior to commencement of a renewed contract year. 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 .19 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: 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. Donald Krumrie 3 Page Co-Owner 9876 NW 2nd Street Plantation, FL 33324 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 .20 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 .21 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. 1 .22 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 .22.1 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 4 1 P a g e 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 .22.2 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 .22.3 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. 1 .22.4 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 .22.5 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. 5 Page 1 .23 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 .24 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 .25 Protection of Property, Utilities, and the Public - The Contractor must protect public and private property from damage or loss arising in connection with the 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. 1 .26 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 .27 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. 6 1 P a g e 1 .28 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 .29 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 .30 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; 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 .31 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 .32 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, 7 1 P a g e materials, and supplies. The space to be provided to the Contractor will be determined by the City's Community Services Director. 1 .33 Utility Service - The City will provide the existing utility service to the Facilities for use in providing the Programs. 1 .34 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 Majeure, acts or neglect by any separate contractor employed by City, fires, floods, labor disputes beyond the control of the Contractor, 1 .34.1 The following circumstances shall not constitute Force Majeure: Economic hardship shall not constitute Force Majeure. 1 .35 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. 8 Page 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 .36 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 .37 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 .38 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 .39 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. 1 .40 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. 9 Page 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 .41 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 .42 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 .43 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 .44 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 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 .45 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. 101Page 1 .46 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 .47 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 .48 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. 1 .49 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 .50 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 .51 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 11JPage Contractor must retain all records associated with this Agreement for a period of five (5) years from the date of termination. 1 .52 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 .53 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 .54 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 .55 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 fit, including but not limited to: award of other contracts, use of another contractor, or perform the Work with its own employees. 1 .56 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 .57 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 .58 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 121Page 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 .59 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 .60 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 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. 13 Page 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 1 .61 E-VERIFY Effective January 1 , 2021, public and private employers, contractors and subcontractors will begin required registration with, and use of, the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including sub- vendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the City. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Aventura. Should Vendor become the successful Contractor awarded for the above-named project, by entering into this Agreement, the Contractor becomes obligated to comply with the provisions of § 448.095, FL. Statutes, as amended from time to time. This includes but is not limited to utilization of the E-Verify System to verify the work authorization status of all newly hired employees; and requiring all Subcontractors to provide an affidavit attesting that the Subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a Subcontractor knowingly violates the statute, the Subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not 14 Page be awarded a public contract by the City for a period of 1 year after the date of termination. ARTICLE 2 FEES AND COMPENSATION 2.1 COMPENSATION 2.1 .1 City shall pay to the Contractor a contractor fee in the amounts collected by the City equal to 75-80% of the registration fees and program fees collected facilitated by the Contractor at any City facility. The revenue percentage is based upon the program per Aventura Sports LLC submitted proposal. 2.2 FEES are to be collected by the City 2.3 All fees paid for future years will established prior to the release publicly as mutually agreed upon, no later than July 1 st of each year. 2.4 CONTRACTOR shall not charge any participant for any other services not contained in the Agreement. 2.5 All items sold by CONTRACTOR shall be approved by the Community Services Director prior to offering any item for sale. 2.6 CONTRACTOR may solicit sponsors for recreational and travel sport leagues and programs, subject to CITY approval, at its sole discretion. Sponsors shall not be solicited without the express written consent of the Community Services Director. 2.7 Upon special request from the CITY, CONTRACTOR shall provide hourly employees. Those persons shall remain employees of CONTRACTOR, not CITY. CONTRACTOR shall charge an amount equal to 1 .3 of the employee's hourly salary. CONTRACTOR shall provide CITY with a list of hourly rates annually for all personnel classifications. ARTICLE 3 SPECIAL TERMS AND CONDITIONS 3.1 Payment — the City shall provide the Contractor with a report for the revenue derived from all youth sports management 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 15 Page 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 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 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. 16 Page 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. 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 Directorwill 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 171Page 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. 181Page GOVERNING LAW, this Agreement shall be construed in accordance with the laws of the State of Florida with venue lying in Miami Dade County, Florida. The parties hereby voluntarily waive any right to trial by jury in any litigation between the parties which, in any way, arises out of or concerns this Agreement or the course of dealing between the parties. IN WITNESS THEREOF, the parties hereto have made and executed this Agreement on the date above: CITY OF AVENTURA BY: D ,e � Ronald . asson ` q City Mah4ger ATTEST: Ellisa L. Horvath, MMC City Clerk APPROVED AS TO LEGAL FORM: City Attorney CONTRACTOR .P BY: Donald Krumrie Co-Owner Ave ura Sports LLC BY: Fra is Rajotte Co- ner Aven ura Sports LLC 19 1-1 LZ