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755-Central Fl Sports Com100102 ORLANDO AREA SPORTS COMMISSION, INC./CITY OF SANFORD AGREEMENT THIS AGREEMENT iS entered into this 06~ day of / , 2002, 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 ORLANDO AREA SPORTS COMMISSION, INC., doing business as The Central Florida Sports Commission, 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 COMMISSION". WI TNE SETH: WHEREAS, t he selection of the tional, national, economic growth and enhances Central Florida residents; and WHEREAS, such services Central CITY finds that encouraging and promoting the Central Florida area as a venue for interna- regional and local sports events generates the overall quality of life of the purpose of the SPORTS COMMISSION is to perform as will encourage and promote the selection of the Florida area as a venue for international, national, regional and local sports events; and WHEREAS, the CITY desires to contract with the SPORTS COMMISSION to perform such services for the benefit of the citizens of CITY; and WHEREAS, the CITY finds that such an agreement serves 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: Act as a clearinghouse and counsel for information sports events and sports related business (i) related to opportunities, (2) and facilities Continually update the inventory of sports venues 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) Provide Board of Director City of Sanford as directed Sports Commission by-laws. representation for the and governed by the Central Florida 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 any funds disbursed under the terms liable for repayment of of this Agreement, which through March 1, 2003 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, 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 2, 2002 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 commission as to determination 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. 4 materials, extent that terminated. (2) Place no further orders or subcontracts for services or facilities. (3) Terminate all orders and subcontractors to the such relate to the performance of the work (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: John P. Saboor Executive Director Orlando Area Sports Commission, Inc. 126 E. Lucerne Circle Orlando, Florida 32801 SECTION 4. ASSIGNMENT AND SUBCONTP. ACTS. (a) The parties deem the services to be rendered by the SPORTS COMMISSION to be personal in nature. The SPORTS COMMISSION 5 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 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 and 6 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) Ail employees on the job and persons who may be affected thereby; and (B) All property, materials and whether in storage on or off the site, under the care, control of the SPORTS COMMISSION. all other equipment, custody or (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. (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,s full responsibility for liability, damages and accidents. (2) INSURANCE COMPAN~f companies providing the insurance the following requirements: REQUIREMENTS. Insurance under this Agreement must meet (A) issuing policies other than Workers, Compensation, must be authorized by maintaining Certificates of Commission 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 maintain a Category of Companies Section 440.57, Florida Statutes, shall have and Best's Rating of "A" or better and a Financial Size "VII" or better according to A.M. Best Company. (C) If, during the period which an insurance 9 company Agreement, an of Commission, Statutes, or 3) Size Category, COMMISSION has notify the CITY provided by the company meeting the time as the SPORTS insurer with an is providing the insurance coverage required by this insurance company shall: 1) lose its Certificate 2) no longer comply with Section 440.57, Florida fail to maintain the Best,s Rating and Financial the SPORTS COMMISSION shall, as soon as the SPORTS knowledge of any such circumstance, immediately and immediately replace the insurance coverage insurance company with a different insurance requirements of this Agreement. Until such COMMISSION has replaced the unacceptable 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 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 10 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. found be no (±i) in the standard maximum limit on Subject to the restrictions of coverage Workers, Compensation Policy, there shall 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 $1,000,000.00 $ 5OO,0OO.0O (Each Accident) (Disease-Policy Limit) (Disease-Each Employee) General Liability. (B) Commercial (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 11 elimination of Coverage C, Medical Payment and the elimination of coverage for Fire Damage Legal 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: General Aggregate Personal & Advertising Injury Limit ~IMITS Two(2)Times the Each Occurrence Limit $500,000.00 Each Occurrence Limit (C) Business Auto Policy. (i) The SPORTS $500,000.00 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 include owned, non-owned and hired autos. (ii) The minimum limits to be maintained by the 12 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 Business Auto Policy shall be: LIMITS $500,000.00 Each Occurrence Bodily Injury and Property Damage Liability Combined the (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 or employees shall be in insurance provided by or CITY or the CITY's officials, officers, excess of and not contributing with the 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 13 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 year period and extends beyond this period, the records shall or audit findings (s) be maintained until all litigation, claims involving the records have been resolved. Any person duly authorized by the CITY shall have full access examine any of the said records during said period. (b) The SPORTS COMMISSION shall maintain financial to and the right to 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 14 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 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 15 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 appli- cants 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 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 regulations make changes in this Agreement necessary. (b) The name of the official payee to whom the CITY shall issue checks shall be Orlando Area Sports Commission, Inc. (c) This Agreement contains all the terms and conditions agreed upon by the parties. Ail 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 16 regulatory codes. (e) The SPORTS applicable rules and recipients of funds. COMMISSION agrees to comply with all guidelines prescribed by the CITY for IN WITNESS W~EREOF, 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/~--~day of ~~ , 2002, and Randy Johnson of The Central Florida Sports Commission. ATTEST: CITY OF SANFORD, through its Thi ~'~,~ day~.of~,2002 0RLAND0~ S PORTS~OMM.I SS I ON, I NC .~~,o f i t~rp~a t i on By: 1 'F~"--~' ~//~ JOHN ~. S~ABOOR, E~ecutive Director This 2r ay of h , 2002 (CORPORATE SEAL) Date: STATE OF ) ~y~m COUNTY OF ) [ ~k'~--~/~'"~--~,~'~'s~[[~'*'" I The foregoing instrument was acknowledged before me this /~-~ day of ~._~fr' , 20m9_, by John P. Saboor, of the ORLANDO AREA SPORTS COMMISSION, INC. (a nonprofit corporation),a Florida' ~or~ation, on behalf of the corporation. He is~ ~-k~now~o me or has produced identification, as 17 Print- ~ /~, Name Notary /P~blic in ~ for the County and State Aforementioned My commission expires: 18