07-31-07 Item 14To:
Via:
From:
Date:
CITY. OF SOUTH MIAMI
INTER- OFFICE MEMORANDUM
Honorable Mayor Feliu, and Members of the City Commission
Yvonne S. McKinley, City Manager
Cesar Garcia, Director
Parks & Recreation Department
July 26, 2007
Agenda Item No.
4
South Miami
AO-Anu tacNv
11111.1
2001
Subject: Authorizing City Commission to enter into an agreement with South
Florida Sports League for Facility Improvements and Recreational
Programming at South Miami Park.
ORDINANCE: AN ORDINANCE OF THE MAYOR AND CITY
COMMISSION OF 'THE CITY OF SOUTH MIAMI, FLORIDA,
RELATING TO CONTRACTS; APPROVING A LEASE WITH SOUTH
FLORIDA SPORTS LEAGUE TO FACILITATE FACILITY
IMPROVEMENTS AND IMPROVE RECREATIONAL
PROGRAMMING LOCATED AT 4300 SW 58TH AVENUE; SOUTH
MIAMI, FLORIDA; PROVIDING FOR SEVERABILITY,
ORDINANCES IN CONFLICT, AND AN EFFECTIVE DATE.
Request: To enter into a contract with South Florida Sports League for
Facility Improvements and Recreational Programming.
Reason/Need: The City of South Miami Parks & Recreation Department desires
to improve facilities and recreational programming at South Miami
Park and is willing to address the need made by residents for more
structured events and programs for the community.
The attached ordinance would allow the City Commission to enter
into an agreement with South Florida Sports League in order to
address the community's needs.
Cost: $ 0.00
Funding Source: South Florida Sports League
Backup Documentation: D Proposed Ordinance
Draft of Contract
1 ORDINANCE NO.:
2
3 AN ORDINANCE OF THE MAYOR AND CITY C >OMMISSION OF
4 THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
5 CONTRACTS; APPROVING A LEASE WITH SOUTH FLORIDA
6 SPORTS LEAGUE TO FACILITATE FACILITY IMPROVEMENTS
7 AND IMPROVE RECREATIONAL PROGRAMMING LOCATED AT
8 4300 SW 58TH AVENUE; SOUTH MIAMI, FLORIDA; PROVIDING
9 FOR SEVERABILITY, ORDINANCES IN CONFLICT, AND AN
10 EFFECTIVE DATE.
11
12 WHEREAS, the Mayor and City Commission of the City of South Miami
13 acquired the property located at 4300 SW 58th Avenue in the City of South Miami
14 ( "South Miami Park ") for purposes of augmenting the recreational programming
15 available to the citizens of South Miami; and,
16
17 WHEREAS, the City has received complaints concerning the condition of the
18 recreational facilities and the quality of the programming currently offered; and
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20 WHEREAS, the Mayor and Commission acknowledges that in order to
21 dramatically improve upon the recreational programming currently offered it needs to
22 develop pro- active program in ensuring that all commitments made to the City are met;
23 and,
24 WHEREAS, the Mayor and Commission further acknowledge that based on its
25 experience that by working with organizations that specialize and are committed to
26 providing recreational programming that it can develop a high level of competent
27 recreational programming; and
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29 WHEREAS, the City recognizes that the South Florida Sports League, ( "SFSL ")
30 has an established track record of providing the city with exceptional recreational
31 programming; and
32 WHEREAS, the city recognizes that one viable option for dramatically improving
33 upon the recreational programming currently offered is to enter into an agreement with
34 1 SFSL and secure a commitment from SFSL to donate certain facility improvements in
35 order to improve upon the quantity and quality of recreational programs offered at South
36 Miami Park
37 WHEREAS, the city is under a lease agreement with the YMCA to provide
38 recreational programming at South Miami Park, however, the agreement with the YMCA
39 is not exclusive and the proposed agreement with SFSL is not intended to conflict with
40 the YMCA's rights under its agreement with the city but rather to meet the city's priority
41 of expanding the amount of quality recreational programming available; and,.
Additions shown by underlining and deletions shown by ewer-s#ikiag.
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WHEREAS, the City desires for SFSL to continue to provide the city a continuing
high level of recreational programs, which include specific facility improvements
designed to expand and improve the quality of recreational programming currently
offered, and the city is desirous of contracting for such services upon the terms and
conditions hereinafter set forth, and
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA:
Section 1. The Agreement between the City of South Miami, and South Florida
Sports League, which is incorporated by reference into this ordinance as exhibit 1, is
approved.
Section 2. The City Manager is authorized to execute the agreement on behalf
of the City of South Miami.
Section 3. If any section, clause, sentence, or phrase of this ordinance is for any
reason held invalid or unconstitutional by a court of competent jurisdiction, the holding
shall not affect the validity of the remaining portions of this ordinance.
Section 4. All ordinances or parts of ordinances in conflict with the provisions
of this ordinance are repealed.
Section 5. This ordinance shall take effect immediately upon approved.
PASSED AND ADOPTED this
ATTEST:
CITY CLERK
READ AND APPROVED AS TO FORM
CITY ATTORNEY
day of , 2007.
APPROVED:
MAYOR
1" Reading —
2nd Reading —
COMMISSION VOTE:
Mayor Feliu:
Vice Mayor Wiscomb:
Commissioner Birts:
Commissioner Palmer:
Commissioner Beckman:
Additions shown by underlining and deletions shown by everstfik
AGREEMENT BETWEEN
CITY OF SOUTH MIAMI AND
SOUTH FLORIDA SPORTS LEAGUE FOR
RECREATIONAL PROGRAMS
THIS AGREEMENT, by and between the City of South Miami a municipal corporation
organized and existing under the laws of the State of Florida, (hereinafter referred to as "the
city "), and South Florida Sports League is a registered Florida non -profit corporation,
( hereinafterr referred to collectively as "SFSL "),
WHEREAS, the city is committed to developing a high level of competent
recreational programming in its facilities, and
WHEREAS, the SFSL has provided the city with exceptional recreational
programming, and
WHEREAS, the city is desirous of diversifying and expanding the recreational
programs available to the city's residents; and
WfIEREAS, the city has elected to enter into this agreement to dramatically
improve upon the recreational programming currently offered and to secure a
commitment from SFSL to make certain facility improvements at South Miami Park
located at 4300 SW 58th Avenue, South Miami, Florida 33143.
WHEREAS, the city is under a lease agreement with the YMCA to provide
recreational programming at South Miami Park, however, this agreement is not intended
to conflict with the YMCA's rights under its agreement with the city but rather to meet
the city's priority of expanding the amount of quality recreational programming available.
WHEREAS, the city and SFSL desire to work cooperatively with the YMCA to
maximize the use of the Park and offer a diverse and enriching recreational programs;
and,
W11EREAS, SFSL agrees to continue to provide the city a continuing high level of
recreational programs, which include specific facility improvements designed to expand
and improve the quality of recreational programming currently offered, and the city is
desirous of contracting for such services upon the terms and conditions hereinafter set
forth, and
WHEREAS, the parties' interest is to develop a long standing relationship in order
to effectively serve the city and its citizens, and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in
this agreement, and for other good and valuable consideration, the receipt and legal sufficiency of
which is acknowledged by both parties, the parties agree as follows:
1. RECITALS - WHEREAS CLAUSES - The parties acknowledge and agree that the
recitals, whereas clauses, set forth above are true and correct and are incorporated by reference
into this Agreement.
2. TERM OF AGREEMENT - The initial term of this Agreement shall be for thirty years
from the date execution of this agreement.
(i) The parties acknowledge that the estimated life of the synthetic turf field is
approximately fifteen years. In the event that due to wear- and -tear the field needs to be replaced
and SFSL agrees to replace at no cost to the City the synthetic turf field with a new state- of -the-
art synthetic turf field, the term of this agreement shall be extended an additional twenty years
(ii) Any consideration and renewal shall be conducted in accordance with Article VI
Section 5 of the City Charter.
3. FUTURE PROJECT FUNDING
3.1 Facility Improvements
(a) Recreational building which will contain classrooms, a furnished computer
laboratory, concession area, furnished administration office, multi - purpose room, restrooms and
storage space;
(b) "State of the art" synthetic turf field (estimated to be 400 ft x 255 ft).
(c) Shall furnish and install an approved lightning prediction and lightning warning
system for the field.
3.2 Funding.
Upon receipt of a written request from the SFSL, the City will use reasonable best efforts
to assist the SFSL in securing grant funds required to develop the new community recreation
center and to resurface the existing Recreational Field. The City shall provide letters of
recommendation to SFSL in order to assist SFSL in obtaining grants.
3.3 Field Lighting
Additionally, the City shall also assist the SFSL in securing grant funding for the field
lighting. The City shall provide letters of recommendation to SFSL in order to assist SFSL in
obtaining grants.
3.4 Furnishings
All property, including but not limited to the facility improvements and all furnishings,
fixtures and equipment located within the Recreational Facilities are the property of the City with
the exception of furnishings acquired by the SFSL through donations or operating account
specifically designated for use by SFSL programs.
4. DEFINITIONS
For the purposes of this Agreement, the following terms will apply:
4.1 "Recreational Facilities" means future recreational structures to be located within
the Park property that include but are not limited to facilities identified in subparagraph 3.1.
4.2 "Property" means all open -field space located within the Park suitable for
recreational programming, with the exception of the existing Recreational center, pool and
basketball court currently under lease to the YMCA.
4.3 "Common Areas" means all areas not typically associated with recreational
programming opportunities and will include parking areas, whether paved or un- paved, transition
areas and buffer zones.
4.4 "Charter" means the municipal charter of the City of South Miami, Florida.
4.5 "City" means the City of South Miami, Florida.
4.6 "Default Rate" means five percent (5 %) p.a. for purposes of paragraph 15.
4.7 "Development Code" means the City of South Miami Land Development Code as
in effect on the Effective Date hereof and as amended from time to time.
5. USE AND OPERATION OF THE PROPERTY
5.1 The SFSL shall ensure that every program it operates on the Property is
adequately staffed to ensure that every activity sponsored by the SFSL is properly supervised.
5.2 The City shall be responsible for all electrical utilities costs at the subject Property
including electric for any future structure placed on the Property. The SFSL shall be responsible
for the following costs; phone, internet, water, and any additional operating costs associated with
running all programs offered by the SFSL at the subject property. The city shall also be
responsible for all major expenses at the Park, including but not limited to lawn maintenance,
electric for future field lighting, plumbing repair, structure repair, sewer and maintenance as set
forth in 7.2 of this agreement.
5.3 The restroom facilities located on the Leased Property will be available to all Park
patrons during Park_ hours.
5.4 The SFSL on behalf of the City will be responsible for the complete operation of
the recreational facilities located within the Park year round. The City will be responsible for
maintaining; all common areas within the Parke
6. PROGRAMMING AND RIGHT OF FIRST REFUSAL
The Parties agree to meet during the first week of January 1 of each year (the "annual
scheduling meeting ") in order to coordinate a schedule for use of the Property. During the
agreement term, SFSL recognizes that 100% of the Property shall be made available to the
YMCA from June through July, Monday through Friday from 9:00 a.m. to 5:00 p.m. for the
YMCA's annual Summer Program. However, the City shall establish an understanding between
the City and the YMCA acknowledging that any activity on the synthetic turf shall be subject to
the YMCA's willingness to comply with all rules and regulations. SFSL may on behalf of the
City, oversee activities on the synthetic turf to ensure compliance. SFSL as the entity designated
by the city for developing and promoting recreational programs on behalf of the city will be
granted the right of first refusal to conduct activities, events or programs on the Properly. All
additional programming and activities conducted on the synthetic turf shall be through SFSL and
supervised by SFSL personnel. SFSL will be granted the right to conduct activities, events or
programs on the Property during days and times not previously scheduled ( "open dates ") as
determined at the annual scheduling meeting.
7. MAINTENANCE
SFSL shall provide for the complete maintenance and upkeep of the Property for all
programs it runs on behalf of the city. The YMCA pursuant to its lease agreement will be
responsible for any maintenance associated with its use of the Property.
7.1 SFSL shall be responsible for the following:
a) SFSL shall maintain the Property (including the recreational building) in good
condition, clean of garbage or debris. SFSL shall be responsible for all janitorial services
and maintenance repairs to the recreational building.
b) If the City determines that litter control services are not being provided
effectively, the City will provide 48 hours written notice to SFSL to correct the condition.
If the SFSL does not remedy the condition within 48 hours of receiving the written notice,
the City will provide the service and bill SFSL for the reasonable cost of service and the
SFSL will pay such costs related to this service.
c) If the City determines there are maintenance needs, the City will inform the
SFSL representative, by electronic mail, or mail of the needs. The City shall notify SFSL
of when the City plans to perform such maintenance repairs. The City will work to
periForm such maintenance repairs during a reasonable time so as not to interfere with
field programming.
d) The SFSL shall be responsible for locking the entrance gate and turning off all
lights when SFSL programs are the last to finish at night.
e) During the times that the SFSL uses the Property, the SFSL shall collect all
litter from the Fields and place it in the on -site dumpster for removal by the City.
f) SFSL shall be responsible for all maintenance and repairs to the synthetic turf
field and all associated facilities /amenities, to include and not be limited to repairing the
perimeter fence, field lighting installed by SFSL and graffiti removal, etc.
7.2 City shall be responsible for the following:
a) Turf maintenance including all mowing, fertilization, aeration, pesticide
control, weed control, field preparation and field marking
b) Irrigation repair and maintenance including pumps, lines and sprinkler heads
c) Litter removal from the fields in use by City programs
d) Pruning of trees and shrubs throughout the Park
e) Weeding of landscaped areas and Common Areas
f) Removal or painting out of graffiti
g) Opening the entrance gate for the City use of the Park and locking the entrance
gate; and turning off all lights when City programs are the last to finish at night
h) All utilities associated with the operation and maintenance of the Property,
including future field lighting
i) Repaving, repairing and maintaining the parking areas of the Common Areas
j) Repairing and maintaining the fences and locks around the perimeter of the
Park.
8. HURRICANE/EMERGENCY PROCEDURES
8.1 Both parties will jointly develop operating procedures to be followed in the event
of a declaration of a "State of Emergency" by the Governor of Florida or by the City. At a
minimum, these procedures will provide for preparations, notifications, etc. provided for in the
City's current Hurricane Preparedness Manual.
8.2 Each party will be responsible for contacting the proper authorities (South Miami
Police Department, Miami -Dade Fire Rescue, etc.) in the event of an emergency during each
party's use of the Fields or the Leased Property.
9. HOURS OF OPERATION
The SFSL will open and close the Park as follows:
Monday through Sunday from 9:00 a.m. to 10:30 p.m. or at such other times as agreed to
by the City. Notwithstanding the foregoing schedule, the SFSL may provide additional hours of
programming and will submit such additions to the City in writing for the city's approval not less
than 15 days prior to the effective date. The minimum hours of operation will be adjusted in the
event that athletic field lighting becomes available
10. FEES
The SFSL, will coordinate with the City a fee schedule for all activities and programs
conducted at the Property. The SFSL will establish the membership and program fee schedule in
its sole discretion provided said fee schedule is generally in accord with the fees charged by
recreation service providers at other comparable locations. The SFSL programs and activities
shall be open to all upon payment of the applicable fee without regard to age, race, religion,
color, sex, place of residence, or national origin and meet all ADA requirements. It is understood
that typical SFSL fees may be charged, and the SFSL will seek financial assistance to include
those who cannot afford the fees within the limit of SFSL resources. The SFSL shall make every
effort to allow participation by all children, regardless of their ability to pay.
11. INSURANCEANDEMNIFICATION
The City shall not be held liable or responsible for any claims which may result from
acts, errors or omissions of SFSL, its subcontractors, suppliers or laborers. In reviewing,
approving or rejecting any submissions or acts of SFSL, the City in no way assumes
responsibility or liability for the acts, errors or omissions of SFSL or its subcontractors.
SFSL shall not commence offer activities or programs under, this Agreement until it has
obtained and submitted proof of all insurance required by the City. SFSL shall defend,
indemnify and hold the City harmless from any and all claims, liability, losses, expenses and
causes of action arising solely out of a negligent act, error, or omission or misconduct of SFSL,
or SFSL's subcontractors, members, invited guests, 'suppliers and laborers incident to the
performance of SFSL's services under this agreement. SFSL shall pay all claims, losses, fines,
penalties, costs and expenses of any nature whatsoever resulting from its intentional misconduct
or negligence.
SFSL shall maintain during the term of this Agreement the following insurance:
A. Comprehensive general liability insurance with broad form endorsement, completed
operations and products liability, contractual liability, severability of interest with cross liability
provision, and personal injury and property damage liability with at least a combined single limit of
$1,000,000.00 per person and $2,000,000.00 per occurrence for bodily injury and property damage
liability. The policy or policies shall name City as additional insured and shall reflect the hold
harmless provision contained herein.
B. Workers' Compensation Insurance in compliance with Chapter 440, Florida
Statutes, as presently written or hereafter amended.
C. The policies shall contain waiver of subrogation against the City where applicable
and shall expressly provide that the policy or policies are primary over any other insurance that the
City may have. The City reserves the right to request a copy of the required policies for review. All
policies shall contain a " severability of interest" or "cross liability" clause without obligation for
premium payment of the City.
D. All insurance policies required must be written by a company or companies rated at
least "A" as to management and at least "Class V as to financial strength in the latest edition of the
Best's Insurance Guide, published by Alfred M. Best Co., Inc., Fulton Street, New York, New York,
and qualified to do business under the laws of the State of Florida.
E. The policy or policies of insurance required shall be written in a manner such that
the policy or policies may not be canceled or materially changed without 30 days advance written
notice to the City. Written notice shall be sent to Director of Finance, at the above address:
City of South Miami
To the Attention of the Finance Director
6130 Sunset Drive
South Miami, Florida 33143 -5093
F. SFSL shall furnish certificates of insurance to the City prior to the commencement
of operations. The certificates shall clearly indicate that SFSL has obtained insurance in the type,
amount, and classification as required for strict compliance with this paragraph.
Compliance with the foregoing requirements shall not relieve SFSL, of its liability and
obligations under this agreement.
12. HOLD HARMLESS
A. In addition to the insurance coverage provided to the City, the SFSL shall hold the
City, including its officials, employees and representatives, harmless and indemnify it against all
claims, demands, damages, actions, causes of actions, liability, costs, expenses, and attorney's
fees arising out of, or resulting from, injury to or death of persons, or damage to or loss of
property, sustained on or about the licensed premises, arising from the negligent use, acts,
actions, omissions or failures to act of the SFSL or of any of its employees, agents,
representatives, invitees, or guests. Additionally, the protections provided by this provision shall
also include any costs, expenses, or legal fees the City may incur in establishing that the SFSL or
its insurer are responsible to provide protection, coverage, and representation to the City, its
officials, employees, and representatives for any incident that may occur during the term hereof.
B. In addition to the insurance coverage provided to the SFSL, the City shall hold the
SFSL, including its officials, employees and representatives, harmless and indemnify it against
all claims, demands, damages, actions, causes of actions, liability, costs, expenses, and attorney's
fees arising; out of, or resulting from, injury to or death of persons, or damage to or loss of
property, sustained on or about the licensed premises, arising from the negligent use, acts,
actions, omissions or failures to act of the City or of any of its employees, agents, representatives,
invitees, or guests.
13. CONCESSION OPERATIONS
SFSL will retain the right to operate food and beverage concessions at Property. All such
operations must meet all current laws, ordinances, rules and regulations governing the
preparation and dispensing of food and beverage products. Commodities to be sold at the
concession stand shall include food, drinks ' and snacks and must be sold at prices comparable
with other like concessions in the surrounding area. No items may be sold in glass containers.
No alcoholic beverages may be sold or consumed at the Park.
14. Left Blank
15. REVENUES
SFSL shall pay the City 20% of the gross revenue derived solely from all adult and youth
programs carried out at the facility as well as to any revenue generated from the rental of the
facility to third parties. All payments shall be made quarterly. SFSL shall pay the city five (5 %)
percent of net- revenues received by SFSL from concessions sales.
Payments shall be by check made payable to "City of South Miami" and, unless
instructed otherwise in writing by the City, delivered to:
City of South Miami
6130 Sunset Drive
South Miami, Florida 33143
Attn: City Manager
All payments by the SFSL will be considered delinquent if not received by the City
within ten (10) days from last day of each quarter. Quarterly payments shall be based on the
revenues received for the prior 3 months. The City may assess the SFSL a charge of 5% per
annum, after the 10"' of the month following each quarter, on a pro rated basis until such amount
is paid in full. If the payment remains delinquent for thirty (30) days after the date which such
payment is otherwise due, the City shall provide written notice to the SFSL, if the payment is not
received within ten days after SFSL's receipt of this notice, an Event of Default shall have
occurred, and the City may proceed to exercise all of its rights under this agreement.
16. EXAMINATION AND RETENTION OF SFSL'S RECORDS
All SFSL revenue records and accounts must be kept according to generally accepted
accounting principles. The City, or any of their duly authorized representatives, shall, for a period
extending three years from the date of termination of this Agreement have access to and the right
to examine any of SFSL's books, ledgers, documents, papers, or other records involving
transactions related to the operations of the Park for the purpose of making audit, examination,
excerpts, and transcriptions.
The City may in its discretion monitor all recreational programs and activities to ensure
that the programs provided by SFSL under this Agreement conform with the terms and objectives
of this Agreement as well as the city's objectives and mission statement regarding recreational
programming.
SFSL understands that the public shall have access, at all reasonable times, to all
documents and information pertaining to City contracts, subject to the provision of Chapter 119,
Florida Statutes, and agrees to provide City personnel with access to its records in order to allow
the City to respond to public record requests. SFSL's failure or refusal to comply with the
provisions of this paragraph shall result in the immediate cancellation of this Agreement by the
City.
The right to access and examination of records in this paragraph shall continue until
disposition of any mediation, claims, litigation or appeals.
17. PUBLIC DOCUMENTS
All documents, reports, plans, specifications or other records, including electronic
records, between the SFSL and the City under this Agreement is public records, and may be
subject to public inspection and copying, as provided by Chapter 119, Florida Statutes.
18. ALTERATIONS AND IMPROVEMENTS
The SFSL shall not make any permanent alterations, improvements or additions to the
Property without the prior written consent of the City. Any alteration, improvement or addition
to the Property, approved by the City, shall be designed, constructed, installed and maintained in
a good, safe and workmanlike manner, complying with all applicable building codes, and shall be
paid for in full by the SFSL.
19. TERMINATION DUE TO LACK OF FACILITY IMPROVEMENTS
The city may terminate this Agreement after five years if the facility improvements
delinated in subparagraph 3.1 have not been completed.
20. PROHIBITED ACTIVITIES
The SFSL shall only use the Property for those activities contemplated by this
Agreement. The SFSL represents and warrants that it will not use the Property for any unlawful
purpose and shall comply with all laws and permitting requirements applicable now, or in the
future, to the operation of the Property. The SFSL shall not permit any offensive, or dangerous
activity, nor any nuisance or other conduct in violation of the public policy of the City, county or
state on the approved premises.
21. NON - DISCRIMINATORY PRACTICES
In the operation of the SFSL program at the approved premises, all management and
operational services, including those activities related to direct contact with the public, and those
involving the hiring, treatment and advancement of employees, the SFSL shall not discriminate
in any manner based upon race, color, creed, religion, ancestry, national origin, gender, age,
physical /mental handicap or in any other manner.
22. EVENTS OF DEFAULT BY SFSL
The following events are hereby defined as "Events of Default" by SFSL:
22.1 Failure to Perform. Failure of SFSL to perform in accordance with or to
comply with any of the covenants, conditions and agreements which are to be performed or
complied with by SFSL in this Agreement other than those requiring payment and the
continuance of such failure for a period of 30 days after notice thereof in writing from the City to
SFSL (which notice shall specify the respects in which the City contends that SFSL has failed to
perform arty such covenants, conditions and agreements), shall constitute an Event of Default;
provided, however, if such default cannot with reasonable diligence be cured within 30 days and
SFSL within such 30 -day period shall have commenced and thereafter shall have continued
diligently to prosecute all actions necessary to cure such default, then SFSL shall have such
additional time as reasonably necessary provided SFSL continues to diligently prosecute all
reasonable actions necessary to cure such default. Until the City has provided SFSL with written
notice pursuant to this subparagraph 22.2 and the time periods for cure set forth in this
Agreement: have elapsed without such cure having been affected, the failure of SFSL to perform
or comply with the non - monetary covenants, conditions and agreements of this Agreement shall
not be deemed an Event of Default.
23. EVENTS OF DEFAULT BY CITY
The following events are hereby defined as "Events of Default" by The City:
23.1 Failure to Perform Failure of the City to perform in accordance with or to
comply with any of the other covenants, conditions and agreements which are to be performed or
complied with by the City in this Agreement, and the continuance of such failure for a period of
30 days after notice thereof in writing from SFSL to the City (which notice shall specify the
respects in which SFSL contends that the City has failed to perform any such covenants,
conditions and agreements), shall constitute an Event of Default; provided, however, if such
default cannot with reasonable diligence be cured within 30 days and the City within said 30 day
period shall have commenced and thereafter shall have continued. diligently . to prosecute all
actions necessary to cure such default then the City shall have such additional time as the City
requires while and so long as the City continues to diligently prosecute all reasonable actions
necessary to cure such default. Until SFSL has provided the City with written notice pursuant to
this subparagraph 23.1 and the time periods for cure set forth in this Agreement have elapsed
without such cure having been effected, the failure of the City to perform or comply with the
covenants, conditions and agreements of this Agreement shall not be deemed an Event of
Default. In the event that the City does not cure timely the defaulting condition as provided for
in this subparagraph 23.1, the SFSL shall have the right to correct the defaulting condition and
receive reimbursement from the City for reasonable costs and expenses incurred with the curing
of such defaulting condition. The City's failure to reimburse the SFSL shall be a breach of this
Agreement.
24. TERMINATION BY DEFAULT
Should the SFSL default on the terms of this Agreement and fail to cure the default
within 30 days, after written notification from the City, the City Commission may terminate this
Agreement. Termination shall be effective as of the end of the notice period in the case of any
uncured material breach.
25. TERMINATION BY MUTUAL AGREEMENT
This Agreement may be terminated at the mutual agreement of both Parties prior to the
expiration of the initial term or any subsequent renewal term.
26 COMPLIANCE WITH LAWS
The SFSL shall, at its sole expense, comply with all laws, orders, ordinances, rules and
regulations of any governmental authority or quasi - governmental authority having or asserting
authority or jurisdiction. The SFSL shall at its sole expense execute file and obtain, as
applicable, punctually when due, all forms reports, licenses, permits, and returns required by law
in connection with its use and operation of the Property.
27. ATTORNEY'S FEES
In the event of litigation between the parties hereto, arising out of this Agreement, the
prevailing party shall be entitled to attorneys' fees and costs. Attorney's fees payable under this
Paragraph shall not exceed 25% of the amount of damages awarded to the prevailing parry and
no party shall be entitled to pre judgment interest.
28. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida and shall be determined by a court of competent jurisdiction in the State of
Florida
29. ENTIRE AGREEMENT
The Agreement, when signed by all of the parties, constitutes the full and complete
understanding and agreement of all parties and may not be in any manner interpreted or fulfilled
in contradiction of its express terms. This Agreement and the incorporated attachments
constitute the entire understanding between the parties and integrates by its terms all previous
agreements or understandings, oral or written, between the parties. In the event of any conflict,
the terms of this Agreement will govern over the provisions of any incorporated documents.
30. SEVERABILITY
Should any paragraph or any part of any paragraph of this agreement be rendered void,
invalid or unenforceable by any court of law, for any reason, the determination shall not render
void, invalid or unenforceable any other section or part of any section. of this agreement.
31. CONSTRUCTION OF THIS AGREEMENT
The parties agree that this Agreement is a product of all of their efforts, that it expresses
their mutual understandings, and that it should not be interpreted in favor of either parry or
against either of them.
32. CONTINGENCY FEE AND CODE OF ETHICS WARRANTY
SF15L warrants that neither it, nor any principal, employee, agent, representative or family
member has promised to pay, and SFSL has not, and will not, pay a. fee the amount of which is
contingent upon the City awarding this Agreement to SFSL.
SFSL warrants that neither it, nor any principal, employee, agent, representative or family
member has procured, or attempted to procure, this Agreement in violation of any of the
provisions of the Miami -Dade County or the City's conflict of interest and code of ethics
ordinances. A violation of this paragraph will result in the termination of the Agreement.
33. WARRANTY OF AUTHORITY
The signatories to this Agreement warrant that they are duly authorized by action of their
respective City commission, board of directors or other authority to execute this Agreement and
to bind the parties to the promises, terms, conditions and warranties contained in this Agreement.
34. ASSIGNMENT /SUBLICENSE
The SFSL shall not assign this Agreement, or any interest it may have hereunder, without
the prior written consent of the City. This Agreement is binding upon the successors and
permitted assigns of the SFSL and City.
35. WAIVER OF DEFAULTS
Waiver by the City of any breach or default by the SFSL under any terms of this
Agreementt shall not be deemed to nor shall the same constitute a waiver of any subsequent
breach or default on the part by the SFSL.
36. BENEFICIARIES
This is an Agreement only by and between the City and SFSL and for their benefit and
the benefit of their successors and assigns permitted by this Agreement. No other person or party
shall be beneficiary hereof or have any rights hereunder, and no rights are conferred by this
Agreement upon any other person or parry, whether their name may be used or otherwise
identified in this Agreement.
37. HEADINGS
The headings preceding the text of the sections and subsections of this Agreement are
used solely for convenience of reference and shall not affect the meaning, construction or effect
of this Agreement.
38. SFSL AS INDEPENDENT CONTRACTOR
The SFSL is acting under this Agreement as an Independent Contractor and nothing
contained herein, no act of the SFSL or the City, or any other facts or circumstances, shall be
construed to establish the SFSL as a partner or joint venture or as an agent of the City. The SFSL
shall take all reasonable steps in dealing with third parties to ensure that such parties understand
the authority and status of the SFSL hereunder as that of Independent Contractor.
39. NOTICES
All notices, requests and demands to be made or given to the parties hereto shall be in
writing and shall be delivered in reasonable time to the addresses indicated below. Such notices,
requests and demands, if sent by mail, shall be deemed delivered three days after deposit in the
mail, or if delivered by hand or courier, at the time delivered.
City Manager Guillermo M. Chacon
City of South Miami SFSL
6130 Sunset Drive 2520 Coral Way
South Miami, Florida 33143 Miami, Florida 33145
a) The SFSL shall provide to the City the name address and telephone number of the
individual(s) with daily operational and supervisory responsibilities of the Facilities.
40. RIGHTS OF OWNER
Notwithstanding anything contained in this Agreement to the contrary, nothing contained
herein is intended to restrict, or shall have the effect of impairing any and all rights possessed by
the City as owner of the facilities (including, without limitation, the right of entry into and access
to said structures); provided, however, that the City shall not, when exercising its rights as owner,
interfere with, obstruct or otherwise prevent the SFSL from exercising its duties as operator of
the facilities in accordance with the terms and conditions of this Agreement.
41. REASONABLENESS OF APPROVALS
Nothing in this Agreement shall be construed to waive or limit the City's governmental
authority as a municipal corporation and political subdivision of the State of Florida. Unless
specified otherwise, where approval or consent of the City is required. under this Agreement, such
consent or approval shall be deemed to refer to the City's consent or approval as a property
owner, such consent or approval shall be contractual in nature and shall not be in lieu of any
required governmental approval of the City.
42. SFSL EMPLOYEES
The SFSL agrees to conduct thorough background checks on all of SFSL's employees
and volunteers, in compliance with the Jessica Lundsford Act. The SFSL shall bear the costs of
such background checks.
The SFSL understands and covenants that it shall not employ, or accept voluntary
services from any individual who has been suspended on the grounds of unethical or immoral
behavior, including improper sexual or physical conduct with children or students. Violation of
this provision will result in immediate termination of the Lease.
43. HONORARY MEMBERSIPS FOR SOUTH MIAMI RESIDENTS
The SFSL agrees to offer all programs, at a discounted fee, to City Residents and the City
agrees to waive it's share of revenues under Paragraph 15 of this Agreement. Resident's discount
rate shall not be less then 20 %.
44. SURRENDER OF THE PREMISES
Upon termination of this Lease, the SFSL shall remove its personal property and
surrender possession of the Premises in its "as is" condition. The SFSL shall have no
responsibility for making any extraordinary repairs or replacements, or be required to make any
representations or warranties concerning the condition of the Leased Property upon surrender.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their
seals to be affixed, all as of the day and year indicating their agreement.
Attest: For City:
CITY CLERK CITY MANAGER
For SFSL:
SECRETARY
PRESIDENT — South Florida Sports League
CITY ATTORNEY