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.
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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Print- ~ /~, Name
Notary /P~blic in ~ for the County
and State Aforementioned
My commission expires:
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