755-Central FL Sports CommissioCENTRAL FLORIDA SPORTS COMMISSION, INC./CITY OF SANFORD AGREEMENT
THIS AGREEMENT is entered into this ~ra d~y ofMarc~,
between The City of Sanford, a political subdivision of the State
of Florida, whose address is P.O. BOX 1788, Sanford, Florida
32772, hereinafter referred to as the "CITY," and the CENT~L
FLORIDA SPORTS COMMISSION, INC., a nonprofit corporation
organized under the laws of the State of Florida, whose address
is 126 East Lucerne Circle, Orlando, Florida 32801, hereinafter
referred to as the "SPORTS CO~ISSION".
WITNESET~:
~EREAS, the CITY finds that encouraging and promoting the
selection of the Central Florida area as avenue for interna-
tional, national, regional and local sports events generates
economic growth and enhances the overall quality of life of
Central Florida residents; and
~EREAS, the purpose of the SPORTS COMMISSION is to perform
such se~ices as will encourage and promote the selection of the
Central Florida area as a venue for international, national,
regional and local sports events; and
~EREAS, the CITY desires to contract with the SPORTS
CO~ISSION to perform such services for the benefit of the
citizens of CITY; and
~EREAS, the CITY finds that such an agreement seFes a
valid public purpose,
NOW, THEREFORE, in consideration of the premises and the
covenants stated herein, the parties hereto agree as follows:
SECTION 1. SERVICES TO BE PERFORMED. The SPORTS COMMISSION
shall provide the following services:
(1) Act as a clearinghouse and counsel for information
related to sports events and sports related
business opportunities.
(2) Continually update the inventory of sports venues
and facilities in the region with a goal of
marketing them for potential events through high
quality collateral materials.
(3) Prepare and submit bids to national and
international organizations for potential events
for the city.
(4) Maintain memberships in regional and national
sports organizations to enhance our national
presence in sports.
(5) Maintain at least monthly communication with the
funding authorities on the efforts to secure
future events in the form of written activity
reports.
(6) Support the local sports community in its efforts
to bring events to the region and to upgrade and
build sports venues.
(7) Specifically act as counsel, fundraiser, and
consensus builder with respect to the
refurbishment of Sanford Memorial Stadium.
(8) Provide Board of Director representation for the
City of Sanford as directed and governed by the
Central Florida Sports Commission by-laws.
SECTION 2. PAYMENTS.
(a) The CITY shall pay to the SPORTS COMMISSION a sum of
TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000) for
the term of this agreement, such amount being the total
compensation to be paid by the CITY for services
provided under this Agreement.
(b) The CITY shall make payment in the amount of TWENTY-
FIVE THOUSAND AND NO/100 DOLLARS ($25,000) to the
SPORTS COMMISSION within ten (10) days after execution
of this Agreement.
(c) The SPORTS COMMISSION expressly understands that the
above sum constitutes the total amount to be paid by
the CITY under this Agreement.
(d) The SPORTS COMMISSION shall be liable for repayment of
any funds disbursed under the terms of this Agreement,
which may be deemed by the CITY to have been disbursed
in error.
SECTION 3. TERM OF AGREEMENT AND TERMINATION.
(a) The term of this Agreement shall be March 1, 1999
through February 28, 2000 and this contract shall act
as amended and approved by the Sanford City Commission
on an annual basis, as the basis for a agreement for
three (3) consecutive years.
(b) It is further agreed that in the event funds to finance
all or part of this Agreement are not available to the
CITY, then, the obligations of each party hereunder may
be terminated upon twenty-four (24) hours notice in
writing to the SPORTS COMMISSION. Said notice shall be
delivered by certified mail, telegram or in person.
The CITY shall be the sole authority as to determi-
nation of the availability of funds.
(c) If the SPORTS COMMISSION breaches any term of this
Agreement, the CITY may, by written notice of breach to
the SPORTS COMMISSION, terminate the whole or any part
of this Agreement in any of the following
circumstances:
(1) If the SPORTS COMMISSION fails to provide services
called for by this Agreement within the time specified
herein or any extension thereof; or
(2) If the SPORTS COMMISSION fails to perform any of
the other provisions of this Agreement.
(d) Termination shall be upon twenty-four (24) hours'
notice in writing, delivered by certified mail,
telegram or in person. Waiver by the CITY of breach of
any provisions of the Agreement shall not be deemed to
be a waiver of any other or subsequent breach and shall
not be construed to be a modification of the terms of
this Agreement.
(e) After receipt of a notice of termination by the SPORTS
COMMISSION and except as otherwise directed, the SPORTS
COMMISSION shall:
(1) Stop working under the Agreement on the date and
to the extent specified in the notice of termination.
(2) Place no further orders or subcontracts for
materials, services or facilities.
(3) Terminate all orders and subcontractors to the
extent that such relate to the performance of the work
terminated.
(4) Prepare all necessary reports and documents
required under the terms of this Agreement up to the date of
termination, including the final report due at the end of
the agreement period, without reimbursement for services
rendered in completing said reports beyond the termination
date.
(5) Take any other actions as directed in writing by
the CITY.
(f) Notice to the CITY shall be submitted to:
City Manager
City of Sanford
P.O. BOX 1788
Sanford, Florida 32772
and
Notice to the SPORTS COMMISSION shall be submitted to:
Randy Johnson
President/CEO
Central Florida Sports Commission, Inc.
126 E. Lucerne Circle
Orlando, Florida 32801
SECTION 4. ASSIGNMENT AND SUBCONTRACTS.
(a) The parties deem the services to be rendered by the
SPORTS COMMISSION to be personal in nature. The SPORTS
COMMISSION shall not assign any rights or duties under
this Agreement to any other party without prior written
permission of the CITY. If the SPORTS COMMISSION
attempts to assign any rights or duties without prior
written permission of the CITY, this Agreement may be
declared void by the CITY and the SPORTS COMMISSION
thereupon agrees to remit to the CITY all unearned
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payments made to it pursuant to this Agreement.
(b) The SPORTS COMMISSION shall not enter into any subcon-
tracts for any of the work contemplated under this
Agreement without obtaining prior written approval of
the CITY. Such written permission shall be attached to
the original Agreement and subject to such conditions
and provisions as the CITY may deem necessary;
provided, however, that notwithstanding the foregoing,
unless otherwise provided herein, such prior written
approval shall not be required for purchase by the
SPORTS COMMISSION of such articles, supplies and
equipment which are both necessary and incidental to
the performance of the work required under this
Agreement; and provided further, however, that no
provision of this clause and no such approval by the
CITY of any subcontracts shall be deemed in any event
or manner to provide for the incurrence of any
obligation of the CITY in addition to the total agreed
upon price contained herein.
SECTION 5. INDEMNITY, SAFETY AND INSURANCE.
(a) Indemnity.
(1) To the fullest extent permitted by law, the SPORTS
COMMISSION will indemnify and hold harmless the CITY from
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and against all claims, damages, losses and expenses,
including reasonable attorneys' fees and costs, arising out
of, allegedly arising out of or resulting from the
performance of the services by the SPORTS COMMISSION under
this Agreement.
(2) The SPORTS COMMISSION'S officers and employees
shall not have the status of employees of City of Sanford
and employees of the SPORTS COMMISSION shall in all respects
be regarded as employees of the SPORTS COMMISSION.
(b) Protection of Persons and Property.
(1) The SPORTS COMMISSION will be responsible for
initiating, maintaining and supervising all safety
precautions and programs in connection with its services or
performance of its operations under this Agreement.
(2) The SPORTS COMMISSION shall take all reasonable
precautions for the safety of, and will provide all
reasonable protection to prevent damage, injury or loss to:
(A) All employees on the job and all other
persons who may be affected thereby; and
(B) All property, materials and equipment,
whether in storage on or off the site, under
the care, custody or control of the SPORTS
COMMISSION.
(3) The SPORTS COMMISSION will comply with all
applicable safety laws, ordinances, rules, regulations,
standards and lawful orders bearing or the safety of persons
or property or their protection from damage, injury or loss.
(c) Insurance.
(1) GENERAL. The SPORTS COMMISSION shall at the
SPORTS COMMISSION'S own cost, procure the insurance required
under this Section.
(A) The SPORTS COMMISSION shall furnish the CITY with
a Certificate of Insurance signed by an authorized
representative of the insurer evidencing the
insurance required by this Section (Workers'
Compensation/Employer's Liability and Commercial
General Liability). The CITY, its officials,
officers, and employees shall be named additional
named insured under the Workers' Commercial
General Liability policy. The Certificate of
Insurance shall provide that the CITY shall be
given not less than thirty-(30) days written
notice prior to the cancellation or restriction of
coverage. Until such time as the insurance is no
longer required to be maintained by the SPORTS
COMMISSION, the SPORTS COMMISSION shall provide
the CITY with a renewal or replacement Certificate
of Insurance not less than thirty (30) days before
expiration or replacement of the insurance for
which a previous certificate has been provided.
(B) The Certificate shall contain a statement that it
is being provided in accordance with the Agreement
and that the insurance is in full compliance with
the requirements of the Agreement. Provide
further, that in lieu of the statement on the
Certificate, the SPORTS COMMISSION shall, at the
option of the CITY submit a sworn, notarized
statement from an authorized representative of the
insurer that the Certificate is being provided in
accordance with the Agreement and that the
insurance is in full compliance with the
requirements of the Agreement.
(C) In addition to providing the Certificate of
Insurance, if required by the CITY, the
SPORTS COMMISSION shall, within thirty (30)
days after receipt of the request, provide
the CITY with a certified copy of each of the
policies of insurance providing the coverage
required by this Section.
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(D) Neither approval by the CITY nor failure to
disapprove the insurance furnished by the
SPORTS COMMISSION shall relieve the SPORTS
COMMISSION of the SPORTS COMMISSION full
responsibility for liability, damages and
accidents.
(2) INSURANCE COMPANY REOUIREMENTS. Insurance
companies providing the insurance under this Agreement must
meet the following requirements:
(A) Companies issuing policies other than
Workers' Compensation, must be authorized by
maintaining Certificates of Authority issued
to the companies by the Department of
Insurance of the State of Florida to conduct
business in the State of Florida. Policies
for Workers' Compensation may be issued by
companies authorized as a group self-insurer
by Section 440.57, Florida Statutes.
(B) In addition, such companies other than those
authorized by Section 440.57, Florida
Statutes, shall have and maintain a Best's
Rating of "A" or better and a Financial Size
Category of "VII" or better according to A.M.
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Best Company.
(C) If, during the period which an insurance
company is providing the insurance coverage
required by this Agreement, an insurance
company shall: 1) lose its Certificate of
Authority, 2) no longer comply with Section
440.57, Florida Statutes, or 3) fail to
maintain the Best's Rating and Financial Size
Category, the SPORTS COMMISSION shall, as
soon as the SPORTS COMMISSION has knowledge
of any such circumstance, immediately notify
the CITY and immediately replace the
insurance coverage provided by the insurance
company with a different insurance company
meeting the requirements of this Agreement.
Until such time as the SPORTS COMMISSION has
replaced the unacceptable insurer with an
insurer acceptable to the CITY the SPORTS
COMMISSION shall be deemed to be in default
of this Agreement.
(3) SPECIFICATIONS. Without limiting any of the other
obligations or liability of the SPORTS COMMISSION, the
SPORTS COMMISSION shall, at the SPORTS COMMISSION'S sole
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expense, procure, maintain and keep in force amounts and
types of insurance conforming to the minimum requirements
set forth in this subsection. Except as otherwise specified
in the Agreement, the insurance shall become effective prior
to the commencement of work by the SPORTS COMMISSION and
shall be maintained in force until the Agreement completion
date. The amounts and types of insurance shall conform to
the following minimum requirements.
(A) Workers' Compensation/Employer's Liability.
(i) The SPORTS COMMISSION's insurance shall
cover the SPORTS COMMISSION and its subcontractors
of every tier for those sources of liability which
would be covered by the latest edition of the
standard Workers' Compensation Policy, as filed
for use in Florida by the National Council on
Compensation Insurance, without restrictive
endorsements. In addition to coverage for the
Florida Workers' Compensation Act, where
appropriate, coverage is to be included for the
United States Longshoremen and Harbor Workers'
Compensation Act, Federal Employers' Liability Act
and any other applicable federal or state law.
(ii) Subject to the restrictions of coverage
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found in the standard Workers' Compensation
Policy, there shall be no maximum limit on the
amount of coverage for liability imposed by the
Florida Workers' Compensation Act, the United
States Longshoremen's and Harbor Workers'
Compensation Act, or any other coverage
customarily insured under Part One of the standard
Workers' Compensation Policy.
(iii) The minimum amount of coverage under
Part Two of the standard Workers' Compensation
Policy shall be:
$ 500,000.00 (Each Accident)
$1,000,000.00 (Disease-Policy Limit)
$ 500,000.00 (Disease-Each Employee)
(B) Commercial General Liability.
(i) The SPORTS COMMISSION's insurance shall
cover the SPORTS COMMISSION for those sources of
liability which would be covered by the latest edition
of the standard Commercial General Liability Coverage
Form (ISO Form CG 00 01), as filed for use in the State
of Florida by the Insurance Services Office, without
the attachment of restrictive endorsements other than
the elimination of Coverage C, Medical Payment and the
elimination of coverage for Fire Damage Legal
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Liability.
(ii) The SPORTS COMMISSION shall maintain
separate limits of coverage applicable only to the work
performed under this Agreement. The minimum limits to
be maintained by the SPORTS COMMISSION (inclusive of
any amounts provided by an Umbrella or Excess policy)
shall be those that would be provided with the
attachment of the Amendment of Limits of Insurance
(Designated Project or Premises) endorsement (ISO Form
CG 25 01) to a Commercial General Liability Policy with
amount of specified coverage for each project:
LIMITS
General Aggregate Two(2)Times the
Each Occurrence Limit
Personal & Advertising $500,000.00
Injury Limit
Each Occurrence Limit $500,000.00
(C) Business Auto Policy.
(i) The SPORTS COMMISSION's insurance shall
cover the SPORTS COMMISSION for those sources of
liability which would be covered by Part IV of the
latest edition of the standard Business Auto Policy
(ISO Form CA 00 01), as filed for use in the State of
Florida by the Insurance Services Office, without the
attachment of restrictive endorsements. Coverage shall
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include owned, non-owned and hired autos.
(ii) The minimum limits to be maintained by the
SPORTS COMMISSION (inclusive of any amounts provided by
an Umbrella or Excess policy) shall be per accident
combined single limit for bodily injury liability and
property damage liability. If the coverage is subject
to an aggregate, the SPORTS COMMISSION shall maintain
separate aggregate limits of coverage applicable to
claims arising out of or in connection with the work
under this Agreement. The separate aggregate limits to
be maintained by the SPORTS COMMISSION shall be a
minimum of two (2) times per accident limit required
and shall apply separately to each policy year or part
thereof.
(iii) The minimum amount of coverage under the
Business Auto Policy shall be:
LIMITS
Each Occurrence Bodily $500,000.00
Injury and Property Damage
Liability Combined
(4) COVERAGE. The insurance provided by SPORTS
COMMISSION pursuant to this Agreement shall apply on a primary
basis and any other insurance or self-insurance maintained by the
CITY or the CITY's officials, officers, or employees shall be in
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excess of and not contributing with the insurance provided by or
on behalf of the SPORTS COMMISSION.
(5) OCCURRENCE BASIS. The Workers' Compensation Policy
and the Commercial General Liability required by this Agreement
shall be provided on an occurrence rather than a claims-made
basis.
(6) OBLIGATIONS. Compliance with the foregoing
insurance requirements shall not relieve the SPORTS COMMISSION,
its employees or agents of liability from any obligation under a
Section or any other portions of this Agreement.
(7) SUBSPORTS COMMISSIONS. If the SPORTS COMMISSION
subcontracts any of its service, then the SPORTS COMMISSION shall
require the subcontractor to maintain all insurance coverages
specified in this Section.
SECTION 6. RECORDS.
(a) The SPORTS COMMISSION shall keep orderly and complete
records of its accounts and operations and shall keep
open these records to inspection by CITY personnel at
reasonable hours during the entire term of this
Agreement, plus five (5) years after the ending date
of this Agreement. If any litigation, claim or audit
is commenced prior to the expiration of the five (5)
year period and extends beyond this period, the records
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shall be maintained until all litigation, claims or
audit findings involving the records have been
resolved. Any person duly authorized by the CITY shall
have full access to and the right to examine any of the
said records during said period.
(b) The SPORTS COMMISSION shall maintain financial records
related to funds paid under this Agreement and submit a
quarterly financial report in a form acceptable to the
CITY. Such reports and all financial records related
to such reports shall be open to audit by the CITY.
The SPORTS COMMISSION shall be required to have an
annual audit completed by an independent certified
public accountant. Such certified public accountant
shall be subject to the approval of the CITY. A copy
of this annual audit shall be submitted to the CITY no
later than one hundred twenty (120) days after the
close of the SPORTS COMMISSION's fiscal year.
(c) The SPORTS COMMISSION shall maintain program records
related to the services provided under this Agreement
and submit monthly program reports to the CITY.
(b) The SPORTS COMMISSION shall maintain necessary records
of board members by name, date of appointment, race and
sex. The SPORTS COMMISSION shall maintain records of
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employees to include job classification, name, date of
hire, race and sex. The SPORTS COMMISSION shall
develop an employment policy and provide copies of this
policy and any employment contracts to the CITY.
SECTION 7. CIVIL RIGHTS.
(a) There will be no discrimination against any employees
or person served on account of race, color, sex, age,
religion, ancestry, national origin, handicap or
marital status in the performance of this Agreement.
(b) The SPORTS COMMISSION shall comply with Title VI of the
Civil Rights Act of 1964 (42 USC 2000d) in regard to
persons served.
(c) The SPORTS COMMISSION shall comply with Title VII of
the Civil Rights Act of 1964 (42 USC 2000e) in regard
to employees or applicants for employment.
(d) The SPORTS COMMISSION shall comply with Section 504 of
the Rehabilitation Act of 1973, in regard to employees
or applicants for employment and clients served.
(e) It is expressly understood that, upon receipt of
evidence of such discrimination, the CITY shall have
the right to terminate this Agreement.
SECTION 8. OTHER CONDITIONS.
(a) Any alterations, variations, modifications or waivers
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of provisions of this Agreement shall be valid only
when such have been reduced to writing, duly signed by
both parties and attached to the original of this
Agreement. The parties agree to renegotiate this
Agreement if revision of any applicable laws or regula-
tions make changes in this Agreement necessary.
(b) The name of the official payee to whom the CITY shall
issue checks shall be Central Florida Sports
Commission, Inc.
(c) This Agreement contains all the terms and conditions
agreed upon by the parties. All items incorporated by
reference are physically attached hereto. No other
agreements, oral or otherwise, regarding the subject
matter of this Agreement, shall be deemed to exist or
to bind any of the parties hereto.
(d) The SPORTS COMMISSION shall obtain and possess
throughout the term of this Agreement all licenses and
permits applicable to its operations under federal,
state and local laws and shall comply with all fire,
health and other applicable regulatory codes.
(e) The SPORTS COMMISSION agrees to comply with all
applicable rules and guidelines prescribed by the CITY
for recipients of funds.
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IN WITNESS WHEREOF, the parties have executed this Agree-
ment/Contract on the respective dates under each signature: CITY OF
SANFORD through its BOARD OF CITY COMMISSIONERS, signing by and through
its Chairman, authorized to execute same by Board action on the/lna day
of ~(krC~ , I~q , and John P. Saboor of The Central Florida
Sports Commission.
ATTEST: ,CITY
CITY OF SANFORD, through its
ATTEST: CENTRAL FLOR SPORTS OMMISSION,
.,an 1
- ~ X= JOHN ~ Vice President
':L] ~i :~'-:: This ay of
STATE OF [iO(iC~(I )
) ss
The foregoing instrument was acknowledged before me this __
day of ~k ,~ %~ by John P. Saboor, of the CENT~L FLORIDA
SPORTS CO~ISSION, INC. (a nonprofit corporation), a Florida corpora-
tion, on behalf of the corporation. He is personally known to me or
has produced V~k~ ~~ as identification.
and State Aforementioned
CARY ANN MERCKLE
No~ Public, S~te of Florida
2 1 My ~mm. ~pir~ M~. 2.2001
Cornre. No. CC625985