USE OF JACK RUSSELL MEMORIAL STADIUM FOR BASEBALL TRAINING
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AGREEMENT
This Partnership and Operational Support Agreement is made and entered into between the City
of Clearwater, a municipal corporation of the State of Florida, whose address is: Attn: Parks and
Recreation Director, Post Office Box 4748, Clearwater, FL 33758-4748, hereinafter referred to
as the "City", and The Winning Inning, Inc., a Florida Corporation, whose address is P.O. Box
15953, Clearwater, FL 33766, hereinafter referred to as the "Agency".
WHEREAS, it has been determined to be highly desirable to provide baseball training and
related activities to participants in the greater Clearwater area; and
WHEREAS, the City desires to provide recreation programs and athletic activities as a means to
help young people, adults and families; and
WHEREAS, the City owns Jack Russell Memorial Stadium and Complex, hereinafter referred
to as the Complex, located at 801 Phillies Drive, Clearwater, Florida; and
WHEREAS, the Philadelphia Phillies, the former tenant at the Complex, will be moving into a
new ballpark for the Spring of2004 and the City desires to enter into an Agreement to lease the
Complex to another entity in order to offer baseball and related training programs at the existing
stadium; and
WHEREAS, the Agency is in the business of offering such services and desires to partner with
the City in providing baseball and related training programs and activities; and
NOW, THERFORE, the parties agree as follows:
ARTICLE I. TERM
1. Theterm of this agreement shall be for a period of2 years commencing on the 1st day of
February 2004 (the "Effective Date") and continuing through the 31st day of January 2006 (the
"Termination Date") unless earlier terminated under the terms of this agreement.
ARTICLE II. RESPONSIBILITIES OF THE AGENCY
1. Services to be Provided: One of the Agency's goals shall be to provide quality baseball and
related training programs and to increase the number of programs and services provided at the
Complex.
a) Programs: Conduct camps, lessons, training, leagues, tournaments, recreational and
motivational programs at the Complex for the benefit of Clearwater area participants.
Some of the core programs to be provided are as follows:
i) Baseball camps
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ii) Baseball clinics
iii) Baseball lessons
iv) Strength and Conditioning
v) Rehabilitation training
vi) Baseball tournaments
vii) Baseball leagues
viii) Baseball teams
ix) Baseball retail sales
x) Schools for agronomy, umpiring and coaching
b) Assistance to the City: Provide Agency personnel and volunteers to operate and
supervise all Agency activities, programs and camps at the Complex.
c) Supervision of Recreation Grounds: Supply the necessary leadership and
supervision for the Agency participants utilizing and occupying the Complex.
d) Modifications: Any modifications or improvements to the facility must be approved
in advance by the Parks and Recreation Director, to the extent that the Parks and
Recreation Director has the authority to so approve, or by the Clearwater City
Commission, and shall become the property of the City upon expiration or
termination of this Agreement.
e) Background Checks: All Agency employees must have background checks and
related records shall be maintained by the Agency.
2. Use of Jack Russell Memorial Stadium:
a) Use of Jack Russell Memorial Stadium. The Agency or its subcontractors shall use
Jack Russell Memorial Stadium for all intended purposes as defined in Article II, S 1a. In
addition, the Agency shall utilize existing office space within the Complex.
b) No Illegal Use. The Agency promises and agrees that they will make or allow no
unlawful, improper or offensive use of the premises. Further, the Agency understands
and agrees that this provision specifically prohibits, among other acts, the sale,
consumption or use of alcoholic beverages or controlled substances anywhere in, on or
around the Complex and those adjacent areas used by the Agency.
c) Rules for Use. Rules and regulations governing the use of the Complex for the programs
as outlined in Section 1 a of Article II may be established by the Agency, providing they
are not in conflict or inconsistent with the ordinances, policies or operating rules of the
City or of this Agreement. Such rules and regulations developed by this Agency may
provide for and allow reasonable user fees as determined by the Agency.
d) Inspection by City. The Agency understands and agrees that the Complex premises may
be entered and inspected at any time by the City's officers, agents and employees. City
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agrees to give reasonable notice to the Agency before such entry in accordance with the
provisions for giving notice herein.
e) General Adherence to City Ordinances. Notwithstanding any limitations implied by
the provisions above, the Agency promises to observe all City ordinances.
f) Signage. The Agency may place an identification sign in the Complex at its expense,
according to City codes and with approval from the City.
3. Maintenance of the Premises by the Agency:
a) Custodial Maintenance. The Agency shall maintain the Complex in a clean and orderly
condition. Maintenance shall include, but not be limited to, light housekeeping (i;e.
changing light bulbs, alc filters, etc.).
b) Athletic Field Maintenance. The Agency shall maintain all athletic fields within the
Complex up to first class condition and up to first class Major League Baseball spring
training standards.
c) Landscape Grounds Maintenance. The Agency shall maintain all common areas,
parking areas, etc. consistent with other City athletic facilities.
d) Utility Expenses. The Agency shall apply for and pay all utility costs including but not
limited to electric, water, sewer and sanitation, during the term of this Agreement.
e) Repair of Damage. The Agency understands and agrees that it is responsible for, and
will cause to be repaired at the Agency's expense, damage to the premises other than
normal wear and tear or vandalism.
In the event that the building should be partially damaged or destroyed by fire, earthquake
or any other cause, the City, in its sole discretion, may repair such damage or terminate
this Agreement with thirty (30) days notice to the Agency, unless such damage renders
the Complex uninhabitable, in which instance the City may terminate the Agreement and
require vacation of the Complex immediately.
4. Payment of Fees and Taxes. The Agency shall obtain all required licenses at its own
expense and shall pay all required taxes necessary to the Agency's operation at the Complex.
5. Scheduled Reports of Agency Activities:
a) The Agency shall furnish the City Parks and Recreation Department with an annual report
of activities conducted under the provisions of this agreement within 60 days of the end
ofthe Agency's fiscal year. Each report is to identify the number of clients served, the
type of activities, programs offered and costs of such services and revenue generated.
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b) The Agency agrees to submit progress reports and other information in such format and at
such times as may be prescribed by the City, and to cooperate in site visits and other on-
site monitoring (including, but not limited to, access to sites, staff, fiscal and client
records, and logs and the provision of related information).
6. Capital Improvements. The parties hereto acknowledge that there are no improvements
scheduled to be made during the term of this agreement. If any improvements become
necessary for the safe operation or continued occupation of the Complex, the City shall have
no obligation to conduct or finance such improvements and the City, in its sole discretion,
may terminate this agreement and require immediate vacation of the Complex. Demolition
of any existing structures shall be completed at the sole cost of the City.
7. Creation, Use, and Maintenance of Financial Records:
a) Creation of Records: Agency shall create and maintain financial and accounting
records, books, documents, policies, practices, procedures and any information necessary
to reflect fully the financial activities of the Agency. Such records shall be available and
accessible at all times for inspection, review, or audit by authorized City representatives.
b) Use of Records: Agency shall produce such reports and analyses that may be required by
the City to document the proper and prudent stewardship and use of the facilities.
c) Maintenance of Records: All records created hereby are to be retained and maintained
for a period not less than five (5) years.
8. Non-discrimination: Notwithstanding any other provisions of this agreement during the
term of this agreement, the Agency for itself, agents and representatives, as part of the
consideration for this agreement, does covenant and agree that:
a) Nondiscrimination: Agency agrees that no person shall, on the grounds ofrace, sex,
handicap, national origin, religion, marital status or political belief, be excluded from
participation in, denied the benefit(s) of, or be otherwise discriminated against as an
employee, volunteer, or client of the provider, except that programs may designate
services for specific client groups as defined in the application. Agency agrees to
maintain reasonable access to handicapped persons.
b) Inclusion in Subcontracts: The Agency agrees to include the requirement to adhere to
Title VI and Title VII of the Civil Rights Act of 1964 in all approved sub-contracts.
c) Breach of Nondiscrimination Covenants: In the event of conclusive evidence ofa
breach of any of the above non-discrimination covenants, the City shall have the right to
terminate this agreement.
9. Publicizing of City Support: Agency agrees to utilize every reasonable opportunity to
publicize the support received from City. Agency further agrees to supply City, up to three
copies of any publication developed in connection with implementation of programs
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addressed by this Agreement. Such publications will state that the program is supported by
City.
10. Liability and Indemnification: The Agency shall act as an independent contractor and
agrees to assume all risks of providing the program activities and services herein agreed and
all liability therefore, and shall defend, indemnify, and hold harmless the City, its officers,
agents, and employees from and against any and all claims of loss, liability, and damages of
whatever nature, to persons and property, including, without limiting the generality of the
foregoing, death of any person and loss of the use of any property, except claims arising from
the negligence or willful misconduct of the City or City's agents or employees. This
includes, but is not limited to matters arising out of or claimed to have been caused by or in
any manner related to the Agency's activities or those of any approved or unapproved invitee,
contractor, subcontractor, or other person approved, authorized, or permitted by the Agency
in or about its premises whether or not based on negligence.
11. Insurance. The Agency and any subcontractors acting thereunder, shall each independently
procure at their own expense and maintain during the term of this Agreement insurance as
shown below:
a) A Comprehensive General Liability policy covering claims for injuries to persons or
damage to property, which may arise from or in connection with use of the facility
premises by the Agency including all activities occurring thereon.
b) A Business Automobile Liability Policy covering claims for injuries to persons or damage
to property that arise from or in connection with use of a motor vehicle owned by the
Agency.
c) Insurance procured in accordance with sections 11 (a) and (b) shall have minimum
coverage limits of$l,OOO,OOO.
d) Agency shall at all times and at its expense maintain insurance against loss by fire or
other casualty with extended coverage on its furniture, fixtures, inventory, equipment,
supplies and personal property located in and on the Premises, and said policies shall
include a standard waiver of subrogation against the City.
e) Each insurance policy issued as a requirement of this Agreement shall name the City of
Clearwater as an additional named insured. The coverage shall contain no special
limitations on the scope of protection afforded to the City, its officials, employees, agents
or volunteers. The Agency shall provide a copy of any or all insurance policies upon
request by the City. The Agency shall furnish the City with Certificate( s) of Insurance
with all endorsements affecting coverage required by this section. These forms shall be
received and approved by the Director of Parks and Recreation before execution of this
Agreement by authorized City officials.
12. This Agreement may not be assigned by the Agency.
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ARTICLE III. RESPONSIBILITIES OF THE CITY
1. Grant of Funds. The City will not make any monetary contributions as a part of this
agreement.
2. Grant of In-Kind Services:
a) The City will provide maintenance for all major capital components of the building
including air conditioners, roof, painting, plumbing, electrical, etc. The Agency will
provide all routine items related to the day-to-day operations of the facility (i.e. changing
of air filters, changing light bulbs).
b) The City will provide appropriate fencing to secure the practice field, including a
backstop.
c) The City will provide adequate artificial lighting to the practice field conforming to
current Little League standards.
d) The City will not provide in kind services other than those provided for herein.
ARTICLE IV. AGENCY USE AREA
1. Exclusive Area of Use for Agency. The Agency shall have exclusive use (as to third
parties) ofthe following facilities: practice field, batting cages, clubhouse, training rooms,
fitness facility, stadium including stadium field, subject to paragraph two (2) below.
2. Events. The City retains the right to schedule six (6) events at the facility with One Hundred
twenty (120) days notice to the Agency, in which case, the City shall have priority access to
and use of the entire facility.
ARTICLE V. DISCLAIMER OF WARRANTIES
This Agreement constitutes the entire Agreement of the parties on the subject hereof and may not
be changed, modified, or discharged except by written Amendment duly executed by both
parties. No representations or warranties by either party shall be binding unless expressed herein
or in a duly executed Amendment hereof.
ARTICLE VI. TERMINATION
1. For Cause: Failure to adhere to any of the provisions of this agreement as determined by the
City shall constitute cause for termination. This agreement may by terminated with 30 days
written notice without any further obligation by City.
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2. For Municipal Purpose: The City may terminate this agreement if it is determined by the
City, in its sole discretion, that the facility is needed for any municipal purpose. In such case,
the City shall provide sixty (60) days written notice, following which this agreement shall
terminate in every respect, and both parties shall be relived of any further obligations
hereunder, except that Agency shall be responsible for full payment of all costs and expenses
resulting from the operation hereof, together with all taxes and costs for utility services
through day of termination.
ARTICLE VII. NOTICE
Any notice required or permitted to be given by the provisions of this agreement shall be
conclusively deemed to have been received by a party hereto on the date it is hand-delivered to
such party at the address indicated below (or at such other address as such party shall specify to
the other party in writing), or if sent by registered or certified mail (postage prepaid), on the fifth
(5th) business day after the day on which such notice is mailed and properly addressed.
1. If to City, addressed to Parks and Recreation Director, P.O Box 4748, Clearwater, FL 33758.
2. If to Agency, addressed to The Winning Inning, Inc., P.O. Box 15953, Clearwater, FL
33766.
ARTICLE VIII. EFFECTIVE DATE
The effective date ofthis agreement shall be as of the first day of February 2004.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this ~~ day of
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Countersigned:
Approved as to form:
L~
Assistant City Attorney
THE WINNING INNING, INC.
By:~CSJL.
R Si er
CITY OF CLEARWATER, FLORIDA
By: ~!J. I~:U:
William B. Home, II
City Manager
.. Attest: - .._
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~udeau-., ........ . -p
City Clerk -
By:
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