HomeMy Public PortalAbout2014-16 Approving the Recreational Management Services agreement with KB Soccer ClubRESOLUTION NO. 2014-16
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
THE RECREATIONAL MANAGEMENT SERVICES
AGREEMENT BETWEEN THE VILLAGE OF KEY
BISCAYNE AND KEY BISCAYNE SOCCER CLUB FOR THE
CREATION AND ADMINISTRATION OF A YOUTH
SOCCER PROGRAM; PROVIDING FOR
IMPLEMENTATION; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Village Council desires to retain the recreational management services of
Key Biscayne Soccer Club, Inc., a Florida corporation (the "Consultant") for the administration of
a Youth Soccer Program for Village residents; and
WHEREAS, the Village Council finds that approval of the attached Agreement for
Recreational Management Services between Consultant and the Village is in the best interest of the
Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Agreement Approved. That the certain Village of Key Biscayne Agreement
for Recreational Management Services between the Village of Key Biscayne and Key Biscayne
Soccer Club, Inc., a Florida corporation (the "Agreement"), in substantially the form attached hereto,
is hereby approved, and the Village Manager and Village Clerk are authorized, in their respective
capacities, to execute the Agreement on behalf of the Village, once approved by the Village Attorney
as to form and legal sufficiency.
Section 3. Implementation. That the Village Manager and Village Attorney are hereby
authorized to take any necessary action to implement the purposes of this resolution and the
Agreement.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 27th day of May , 201
CONCHITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENC
VILLAGE ATT 1 ' EY
2
R FRANKLIN H. CAPLAN
AGREEMENT BETWEEN VILLAGE OF KEY BISCAYNE
AND KEY BISCAYNE SOCCER CLUB, INC. FOR
RECREATIONAL MANAGEMENT SERVICES
REEMENT ("Agreement") is entered into with an Effective Date of
7 2014 between the Village of Key Biscayne, a Florida municipal
orporation (VILLAGE), and Key Biscayne Soccer Club, Inc., a Florida corporation
(CONTRACTOR).
WHEREAS, the VILLAGE desires to retain the professional services of
CONTRACTOR to provide recreational management services; and
WHEREAS, the CONTRACTOR desires to provide recreational management
services to the VILLAGE and its residents.
1.1
ARTICLE 1
SCOPE OF SERVICES
CONTRACTOR shall provide recreational management services and oversight for the
VILLAGE youth soccer program, activities, events leagues and services, including the
intramural/recreational program and travel program (the "Program"). Contractor shall be
prepared to provide for appropriate levels of skill development and training for children
ranging in ages from three (3) to seventeen (17) years old in accordance with all existing
and future rules, regulations, and procedures relating to the usage of the VILLAGE
facilities.
1.2 CONTRACTOR shall conduct soccer related recreational and educational programs,
games, practices, camps, clinics, activities, tournaments, events, leagues, and services
(the "Program Events") as assigned by the Village Manager, or his designee, in a
professional, careful and responsible manner with due regard for the safety of the
participants and others, during normal operating hours. Such Program Events shall be
provided by CONTRACTOR during the regular soccer season, as established by the
VILLAGE.
1.3 CONTRACTOR shall be solely responsible for providing and compensating all coaches,
instructors, counselors, field marshals, referees and officials and other personnel costs
associated with the Program, or as required by the VILLAGE, , and approved by the
CONTRACTOR.
1.4 CONTRACTOR shall ensure that a minimum of one (1) coach at each Program Event
shall be First Aid and CPR certified.
1.5 CONTRACTOR shall provide all practices, games and exhibition schedules necessary for
the successful operation of the Program, as directed by the Park and Recreation Director
and/or his designee (the "Director"), in his sole discretion . The Director shall authorize
each activity, league, or program prior to planning and registration and approve all
schedules prior to the VILLAGE conducting registration. Thirty (30) days prior to the start
of the soccer season, but in no event later than August 1, 2014, CONTRACTOR shall
provide the Director with a proposed detailed schedule of Program Events (the
"Schedule") for approval, and the Director shall have the right to require that the
CONTRACTOR modify such schedule as determined by the VILLAGE in its sole
discretion. Such Schedule shall include the time, location, Facility, personnel, and such
other information as shall be requested by the Director. The Director shall have the right
to make any changes he desires to the Schedule and to determine when and where
Program Events actually take place. CONTRACTOR shall conduct and manage all
Program Events, leagues, and services as directed by the Director, in his sole discretion.
In the event the CONTRACTOR desires to make changes to the Schedule, such changes
must be approved by the Director.
1.6 CONTRACTOR shall collect and maintain player evaluation forms for all travel program
participants. CONTRACTOR shall make all forms available to the VILLAGE upon request.
1.7 CONTRACTOR shall make provisions for the acceptance of participants with special
needs and financial assistance participants, as determined by the VILLAGE and
established per SAPP on an individual basis.
1.8 CONTRACTOR shall provide that all coaches involved in the travel program shall meet
the Florida Youth Soccer Association (FYSA) coaching requirements and certification.
VILLAGE shall provide FYSA classes for the coaches. All fees shall be paid by the coach
or by the CONTRACTOR.
1.9 CONTRACTOR shall purchase, at its own expense, the items the CONTRACTOR is
required to purchase pursuant to Section 2.4 hereof, and shall advise the Director if the
CONTRACTOR believes the VILLAGE should purchase any additional, new, or
replacement equipment (such as goals, nets, net fixtures, sandbags, stakes and corner
flags) required to prepare the Facilities for soccer activities. The VILLAGE shall approve
all equipment or items purchased for the Program.
1.10 CONTRACTOR shall provide VILLAGE with any special maintenance requirements with
at least five (5) business days prior notice.
1.11 CONTRACTOR shall actively supervise the daily operation of all programs, activities,
events, leagues, and services of the Program, and CONTRACTOR shall provide a
minimum of one (1) employee on each site during all activities..
1.12 It is recommended that CONTRACTOR assign one (1) head coach per travel team, and
shall not exceed two (2) travel teams per head coach. In accordance with FYSA rules,
teams playing 6 v. 6, the team roster shall not exceed ten (12) players per coach. For
teams playing 8 v.8, the team roster shall not exceed twelve (14) players per coach. For
teams playing 11 v. 11, the team roster shall not exceed sixteen (22) players per coach.
1.13 Subject to the prior approval of the Director, the CONTRACTOR shall be responsible for
the purchasing and printing of all uniforms for Program participants, including the
intramural/recreational and travel uniforms, which shall include a jersey, shorts, socks,
etc.
1.14 CONTRACTOR shall ensure that all travel teams within the Program abide by the 70%
Rule as approved by the VILLAGE, which stipulates that 70% of each team roster must
be Key Biscayne residents, with the exception that if not enough residents players register
for a specific team, the CONTRACTOR can register non-residents to the team to complete
the minimum roster requirements.
1.15 CONTRACTOR shall provide Director with team declarations prior to registering teams
and submit same to the VILLAGE. CONTRACTOR will adhere to the rosters they have
created and will not be permitted to add or remove players from said rosters unless
approved by the Director. CONTRACTOR will not add players after the registration
deadline has passed, unless approved by the Director and the additional players are
needed to complete a team.
1.16 CONTRACTOR will work with Director to arrange all game changes directly with the
opposing team. These changes must be submitted to the Director no later than three (3)
business days prior to said game or in accordance league schedule deadlines, but in no
event later than Wednesday at 10am of each week.
1.17 CONTRACTOR is required to give the VILLAGE notice prior to the date of a game when
requesting a guest player. CONTRACTOR is permitted to request non -Key Biscayne
resident players for guest play as long as the team meets the 70% rule.
1.18 CONTRACTOR recognizes that the Facilities shall be available for general public use at
anytime, except for Program Events, or as otherwise authorized by the Director.
CONTRACTOR may not use the Facilities at any other times without the prior approval of
the Director.
1.19 CONTRACTOR shall be responsible for enforcing compliance with the FYSA and
VILLAGE approved rules and code of conduct for all leagues and programs. The VILLAGE
reserves the right to enact other rules, if necessary, at its sole discretion.
1.20 Thirty (30) days prior to the start of any activities under the Program, CONTRACTOR shall
provide the VILLAGE with the names and all information necessary to perform background
screening for all coaches, instructors, officials, counselors and volunteers that will
participate in the Program. VILLAGE shall perform background screening of all such
coaches, instructors, officials, counselors and volunteers, including a criminal background
check. CONTRACTOR shall ensure that all coaches, instructors, officials, counselors and
volunteers meet and maintain legal working status prior to participating in the Program.
VILLAGE reserves the right to suspend, bar, or expel any employee, coach, official,
volunteer, counselor, or instructor for any reason, at its sole discretion, without recourse
from the subject person or the CONTRACTOR. Should any additional coaches,
instructors, officials, counselors and volunteers be needed or required once the Program
has commenced and during the soccer season, CONTRACTOR shall provide VILLAGE,
at least five (5) business days prior to start of such person participating in the Program,
with the names and all information necessary to perform background screening for such
coaches, instructors, officials, counselors and volunteers that will participate in the
Program.
1.21 VILLAGE will be responsible for registration of Program participants, including
intramural/recreational and travel teams, in accordance with the SFYSA and FYSA, and
use the pre -authorized online registration service, i.e. Demosphere.
ARTICLE 2
PROGRAM FACILITIES AND EQUIPMENT
2.1 VILLAGE shall permit CONTRACTOR to conduct the Program outlined in this
Agreement on certain designated areas within the VILLAGE. The designated areas for the
Program to utilize are the Village Green, Key Biscayne Community School, Crandon Park,
MAST Academy and St. Agnes field (each a "Facility" and collectively, the "Facilities").
CONTRACTOR shall be the sole soccer provider for all pre, post, and regular season and
Spring season programs.
2.2 VILLAGE shall be responsible for reserving the Facilities for the dates and times specified
in the Schedule. CONTRACTOR shall provide the VILLAGE with the Schedule and the
VILLAGE will make all reasonable efforts to schedule the fields. Should changes to the
schedule impede or alter the ability of the CONTRACTOR to perform their service or
causes a reduction in participants due to a limit on field space, CONTRACTOR will be
remunerated for the business loss incurred. VILLAGE will be responsible for emptying
trash receptacles, maintenance of the fields and maintenance of bathrooms at MAST
Academy and Village Green.
2.3 CONTRACTOR shall return the Facilities to their original condition following the
completion of each Program Event. CONTRACTOR must lock all goals and secure all
equipment at the conclusion of daily use for Program Events.
2.4 CONTRACTOR shall provide at its expense all equipment necessary for the Program
including, soccer balls, cones, and uniforms. VILLAGE shall approve all uniforms prior to
purchase and order. VILLAGE will provide goals, nets, fasteners, stakes, sand bags and
corner flags.
2.5 VILLAGE shall ensure that the playing fields are appropriately lined in accordance to
FYSA league specifications and when needed lights should be on one (1) hour before a
scheduled game and 15 minutes before a scheduled practice.
ARTICLE 3
TERM OF AGREEMENT
This Agreement shall remain in full force and effect for a period of one (1) year commencing on
the day of execution and may be extended for three (3) additional one (1) year terms, at the
discretion of the VILLAGE, acting by and through the Village Manager.
ARTICLE 4
FEES AND COMPENSATION
4.1 The CONTRACTOR shall be compensated by the VILLAGE from fees established and
collected by the VILLAGE, payable from participants or teams participating in the Program,
and as set forth in the Payment Schedule attached hereto as Exhibit "A." All fees shall be
approved by the VILLAGE Manager, and CONTRACTOR shall not alter existing fees, or
introduce any new fees without the written approval of the Village Manager.
CONTRACTOR shall be paid 100% of all revenues derived from the Program managed
by CONTRACTOR hereunder. Said payments shall be due and payable to
CONTRACTOR as provided in the Payment Schedule attached hereto as Exhibit "A".
4.2 CONTRACTOR shall not charge any participant for any other fees or services during the
regular soccer season not contained in this Agreement.
4.3 All team merchandise items and uniforms sold by CONTRACTOR and the pricing of items
shall be approved by the Director prior to the CONTRACTOR offering any items for sale.
4.4 CONTRACTOR shall keep all books and league lists/rosters in accordance with standard
accounting procedures, and shall make them available to the VILLAGE for inspection and
audit at all times.
4.5 CONTRACTOR may solicit sponsors for the Program. Sponsors shall not be solicited
without the express written consent of the Director. All sponsorship fees shall be collected
and payable to the Program, and distributed to the CONTRACTOR, as set forth in the
Payment Schedule attached hereto as Exhibit "A."
ARTICLE 5
TERMINATION OF AGREEMENT
This Agreement may be terminated by the VILLAGE upon thirty (30) days written notice to
CONTRACTOR, at VILLAGE'S sole discretion. In the event of termination by the VILLAGE, the
CONTRACTOR shall not be entitled to any compensation other than that earned prior to and
during the notice period. The Village Manager shall act for the VILLAGE hereunder.
ARTICLE 6
INDEPENDENT CONTRACTOR
CONTRACTOR has control over the means and methods by which it performs the services set
forth in this Agreement. CONTRACTOR, its employees and agents, shall be deemed independent
contractors and not agents or employees of the VILLAGE, and shall not attain any rights or
benefits generally afforded VILLAGE employees; further, CONTRACTOR, its employees and
agents, shall not be deemed entitled to the VILLAGE'S worker's compensation, insurance benefits
or similar laws.
ARTICLE 7
INDEMNIFICATION CLAUSE
CONTRACTOR agrees to defend, indemnify and hold harmless the VILLAGE and VILLAGE'S
agents, officers, and employees from and against any and all claims suits, damages, liabilities or
causes of action arising during the term of this Agreement, arising out of, related to, or in any way
connected with the performance or non-performance of any provision of this Agreement required
of the CONTRACTOR, including personal injury, loss of life or damage to property and from and
against any orders, judgments or decrees which may be entered, and from and against all costs,
attorney's fees, and expenses incurred in and about the defense of any such claim and the
investigation thereof, regardless of the negligence of VILLAGE or VILLAGE'S agents, officers,
and employees.
ARTICLE 8
INSURANCE
8.1 CONTRACTOR shall provide, pay for, and maintain in force at all times during the period
of this Agreement, a Comprehensive General Liability Insurance Policy with minimum
bodily injury coverage of $1,000,000.00 (One Million Dollars) and $2,000,000.00 (two
hundred thousand dollars) general aggregate, including products and completed
operations coverage.
8.2 CONTRACTOR shall secure workers compensation insurance for all employees to the
extent required for compliance with the "Workers' Compensation Law" (Ch. 440, F.S. ) of
the State of Florida and any applicable federal laws, as well as Employer Liability coverage
in the amount of $1,000,000.
8.3 CONTRACTOR shall secure a Business Automobile Liability Policy with a minimum
coverage of One Million Dollars ($1,000,000.00) per occurrence combined single limit for
Bodily Injury Liability and Property Damage Liability.
8.4 VILLAGE shall be named, as an additional insured on all insurance policies the
CONTRACTOR is required to provide, except for any applicable Workers Compensation
insurance, and such policies shall only be written only with Florida admitted insurance
companies with a Best's rating of A -X or better.
ARTICLE 9
MISCELLANEOUS
9.1 CONTRACTOR shall, without additional expenses to the VILLAGE be responsible for
obtaining any necessary licenses and for complying with any applicable federal, state,
county, and municipal laws, ordinances, and regulations in connection with the
performance of the services specified herein. CONTRACTOR shall take proper safety and
health precautions, including the employment of needed assistance, to protect
participants, the VILLAGE, the public and property of others. CONTRACTOR shall be
responsible for all service performed or required to be performed pursuant to this
Agreement. CONTRACTOR acknowledges that the public shall have access, at all
reasonable times, to certain documents and information pertaining to VILLAGE contracts,
pursuant to the provisions of Chapter 119, Florida Statutes. CONTRACTOR agrees to
maintain public records in CONTRACTOR's possession or control in connection with
CONTRACTOR performance under this Agreement and to provide the public with access
to public records in accordance with the record maintenance, production and cost
requirements set forth in Chapter 119, Florida Statutes, or as otherwise required by law.
CONTRACTOR shall ensure that public records that are exempt or confidential from public
records disclosure requirements are not disclosed except as authorized by law.
Unless otherwise provided by law, any and all reports, surveys, and other data and
documents provided or created in connection with this Agreement are and shall remain
the property of VILLAGE. In the event of termination of this Agreement by either party,
any reports, photographs, surveys and other data and documents and public records
prepared by, or in the possession or control of, CONTRACTOR, whether finished or
unfinished, shall become the property of VILLAGE and shall be delivered by Contractor to
the Village Manager, at no cost to the VILLAGE, within seven (7) days of termination of
this Agreement. All such records stored electronically by CONTRACTOR shall be
delivered to the VILLAGE in a format that is compatible with the VILLAGE's information
technology systems. Upon termination of this Agreement, CONTRACTOR shall destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure. Any compensation due to CONTRACTOR shall be withheld until all
documents are received as provided herein. CONTRACTOR's failure or refusal to comply
with the provisions of this section shall result in the immediate termination of this
Agreement by the VILLAGE.
9.2 The CONTRACTOR shall not promote any privately owned business in a VILLAGE Facility
or park facility or solicit any participant in a VILLAGE park for any privately owned
business. It is further understood that such action(s) may result in immediate termination
of the Agreement and the forfeiture of all compensation due to the CONTRACTOR.
9.3 CONTRACTOR shall meet with the Director or designee, and shall attend all meetings as
required.
9.4 No modification, amendment, or alteration of the terms and conditions contained in this
Agreement shall be effective unless contained in a written document executed with the
same formality and equal dignity herewith.
9.5 This Agreement is non -transferable or assignable, and CONTRACTOR agrees not to
transfer or assign the performance of services called or in the Agreement.
9.6 This Agreement sets forth the full and complete understanding of the Parties as of the
effective date, and supersedes any and all negotiations, agreements, and representations
made or dated prior to this Agreement.
9.7 This Agreement may be executed in several counterparts, each of which shall be deemed
an original, and such counterparts shall constitute one and the same instrument.
9.8 If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and be enforceable to the
fullest extent permitted by law.
9.9 The failure of either party to this Agreement to object to or to take affirmative action with
respect to any conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any future violation,
breach or wrongful conduct.
9.10 In the event of any litigation arising out of this Agreement, the prevailing party shall be
entitled to recover its attorneys' fees and costs, including the fees and expenses of any
paralegals, law clerks and legal assistants, and including fees and expenses charged for
representation at both the trial and appellate levels.
9.11 In the event of any litigation arising out of this Agreement, each party hereby knowingly,
irrevocably, voluntarily and intentionally waives its right to trial by jury.
9.12 Any notices required by this Agreement shall be in writing and shall be deemed to have
been properly given if transmitted by hand -delivery, by registered or certified mail with
postage prepaid return receipt requested, or by a private postal service, addressed to the
parties (or their successors) at the following addresses:
For the Village:
With a copy to:
For The Contractor:
John C. Gilbert
Village Manager
The Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
Stephen J. Helfman, Esq.
Village Attorney
Weiss Serota Helfman Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Blvd.
Coral Gables, Florida 33134
Marcelo Radice
KB Soccer, Inc.
P.O. Box 491574
Key Biscayne, 33149
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
IN WITNESS THEREOF, the parties hereto have made and executed this Agreement on the
dates set forth below their signatures.
VILLAGE:
Village of Key Biscayne, a Florida Municipal
Corporation
Conchita H. Alvarez
Village Clerk
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
Village Attorney
C. Gilbe
anager
CONTRACTOR:
KB OCCER..IN�`a Florida Cortxaration
By:
Name: Marcelo Radice
Title: President
Date Executed: V�fPQ 4 , 2014
Exhibit "A"
Payment Schedule
Month
Date Due
Monthly Percent of Total
Revenue Collected by Village
and Paid to KBSC, Inc.
Cumulative Percent of Revenue
Paid to KB Soccer, Inc.
August
8/1/2014
50%
50%
November
11/1/2014
20%
70%
January
1/2/2015
15%
85%
February
2/1/2015
15%
100%
Note: Sponsorship revenue (checks) will be deposited in the VKB account and distributions will
be treated separately from the registration revenue payment schedule outlined above.
Sponsorship revenue will be paid to CONTRACTOR within 15 days of receipt of deposit.