HomeMy WebLinkAboutItem 15 Public Hearing to Enter into an Agreement with GGS for a Soccer Program ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: August 17, 2021
Item #: 16
Reviewed By:
Contact Name: Mark Johnson Department Director: Mark Johns.
Contact Number: 407-877-5803 City Manager: Robert Fr,.< / -
Subject:;.: Ap'proval'to'miter into.a Soccer Agreementt.withGolden'yG lobe"Sports,'LL��C:and`The Let.Me
Play'Foundation(Ogethet referred tows GGS)
Background Summary:
October 2, 2018, the City Commission directed staff to proceed with an Agreement with Golden Globe
Sports (GGS) and The Let Me Play Foundation. The direction followed a presentation by GGS
providing a overview of GGS and their background. Financial negotiations with GGS and COVID=19
have delayed the process, but both parties are now ready to proceed with the agreement.
Staff has worked with GGS to draft the Agreement with the following pertinent terms:
1. Agreement Term: 10 years
2. Agreement Fee: a) $150,000 for the first five (5) years of Term
b) $150,000 payable within three (3) business days of the expiration of the
first five (5) years of the Term.
3. Premises: a) Jim Beech Recreation Center Soccer Fields
b) Monday— Friday from 5pm — 9pm
c) Saturday— Sunday from 8am — 9pm
4. City Budget: The City has agreed to budget the following towards improvements to the
Premises.
a) Fiscal Year 19/20 - $75,000
b) Fiscal Year 20/21 - $75,000
c) Fiscal Year 21/22 - $50,000
Because the Agreement is for an amount greater than $100,000, the City's Charter requires the City
further authorize the Agreement with a seven (7) days' notice by publication in a newspaper of general
circulation in the City. (Article II, C-8).
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Issue:
Shoud the City Commission authorize the Mayor to execute the Agreement.
Recommendations:
Staff recommends that the City Commission authorize the Mayor to execute the Agreement and authorize
the City Staff to take such other steps to reasonably necessary in connection with the final approval of the
Agreement.
Attachments:
Soccer Program Agreement
GGS Public Hearing Advertisement
Financial Impact:
The City's portion has been and will be adequately funded in the budget.
Type of Item: (please mark with an `k)
Public Hearing For Clerk's Dept Use:
❑ Ordinance First Reading ❑ Consent Agenda
❑ Ordinance Second Reading Public Hearing
❑ Resolution ❑ Regular Agenda
-
• Commission Approval
❑ Discussion&Direction
❑ Original Document/Contract Attached for Execution by City Clerk -
❑ Original Document/Contract Held by Department for Execution
Reviewed by City Attorney Scott Cookson, City Attorney
Reviewed by Finance Dept. Rebecca Roberts (8/10/21)
Reviewed by
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SOCCER PROGRAM AGREEMENT
This Soccer Program Agreement (the "Agreement") dated this day of
, 2021 (the."Effective Date"), is entered into by and between the City of
Ocoee, Florida, a Florida municipal corporation, whose address is 150 Lakeshore Drive, Ocoee,
Florida 34761 ("City"), and Golden Goal Sports,LLC, a Florida limited liability company,whose
address is 14561 Cableshire Way, Orlando, Florida 32824, and Let Me Play Foundation, Inc., a
Florida not for profit corporation,whose address is 14561 Cableshire Way,Orlando,Florida 32824
(together referred to herein as"GGS"). City and GGS are sometimes collectively referred to herein
as"Parties"and individually as"Party."
WITNESSETH:
WHEREAS,the City owns and operates the Jim Beech Recreation Center,located at 1820
A.D. Mims Road, Ocoee,Florida(the"Premises"); and
WHEREAS,the City is desirous of operating a youth soccer program and GGS is desirous
to utilize a portion of the Premises to conduct a youth soccer program and other soccer-related
activities; and
WHEREAS,the City agrees to allow GGS to use a portion of the Premises to conduct a
youth soccer program and other soccer-related activities.
NOW, THEREFORE, in consideration of the mutual covenants, promise, and
• representations contained herein,the Parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct and are incorporated
herein by reference,
2. PREMISES. City hereby agrees to allow GGS the use of a portion of the Premises
consisting of two(2)soccer fields located on the Premises,as agreed-to by the City and GGS from
time to time, for the Permitted Use (as defined below). The City shall make the Premises
reasonably available for GGS's exclusive use Monday through Friday from 5:00 PM(EST)to 9:00
PM(EST) and Saturday through Sunday from 8:00 AM(EST)to 9:00 PM(EST) during the Term
(as defined below).
3. TERM; EXTENSION. The initial term of this Agreement will be for a period of
approximately ten (10) years beginning on the Effective Date (as defined above) and ending on
the last day of the month ten (10) years after the Effective Date (the "Term"). This Agreement
may be extended for an additional five(5)year Term on the same terms and conditions, except as
to the payment of the Fee(as defined below),upon mutual written agreement of the Parties. Either
party may terminate this Agreement,with or without cause, with sixty(60) days written notice to
the other.
4. USE OF PREMISES. GGS covenants with City that GGS shall not use or occupy
the applicable portion of the Premises, or any other part of the Premises, for any purpose other
than for the operation of a youth soccer program and other soccer-related activity (the"Permitted
Use").
5, COMPLIANCE WITH REGULATIONS. GGS agrees to observe and comply
with all laws, ordinances, and governmental regulations pertaining to GCS's Permitted Use of the
Premises.
6. FEE. Within three (3)business days of the Effective Date, GGS hereby covenants
and agrees to pay City One Hundred and Fifty Thousand and no/100s Dollars ($150,000.00) for
the first five (5) years of the Term (the "Initial Fee"). Within three (3) business days of the
expiration of the first five(5)years of the Term, GGS hereby covenants and agrees to pay City an
additional One Hundred and Fifty Thousand and no/I00s Dollars($150,000.00)for the remaining
five(5)years of the Term(the"Additional Fee"), GGS may,at GGS's option,pay the Additional
Fee to City in monthly installments, due and payable at the first of each month, and at a monthly
rate of Two Thousand Five Hundred and 00/100s Dollars ($2,500.00) plus any applicable taxes.
Upon expiration of the Term,the Parties agree to use good faith efforts to negotiate the fee for any
extension as contemplated in Section 3 above. In the event this Agreement is terminated by the
City without cause or by GGS due to the City's default hereunder, GGS shall be entitled to a
prorata refund of the Initial Fee or Additional Fee, as applicable, with such termination, such
refund amount to be paid by the City within sixty (60) days of termination. In the event this
Agreement is terminated for any other reason, GGS shall not be entitled to any refund of the Initial
Fee or the Additional Fee.
7. CONSTRUCTION AND MAINTENANCE. City covenants and agrees to
commence and complete improvements to the Premises during the Term, in accordance with the
•
City's plan for improvements on the Premises. City budgeting for such improvements will be in
accordance with the budget provided in Exhibit "A", which is attached hereto and incorporated
herein by reference. All repairs,alterations, or improvements to the Premises shall be deemed the •
property of the City and shall be maintained by the City.
8. SCHEDULING. The Parties agree that the Premises are a public resource. Where
possible the Parties agree that the Premises should be available for all scheduled events that are
reserved in accordance with City rules and regulations. GGS consents and agrees to work with
City to ensure that the soccer fields located on the Premises are available for use in accordance
with City's rules and regulations; provided, however, that GGS will have priority use of the
designated soccer fields located on the Premises. All existing improvements at or on the Premises
shall be thereafter deemed to be the property of City. The Parties agree to allow the soccer fields
a field recovery time for a period of two (2) months out of every ten(10)months of operation.
9. INDEMNIFICATION. To the extent permitted by law,GGS covenants with City
to indemnify,defend and hold harmless City from and against any and all claims,actions,damages,
(but not indirect, consequential, or punitive damages), liability and expense, including but not
limited to reasonable attorneys' fees, that arise from or in connection with the possession, use,
4813-4888-0111,v.1
•
occupation,management, repair,maintenance, or control of the Premises, or any portion thereof.
GGS shall, at its own cost and expense, defend against any and all actions that may be brought
against City or any mortgagee with respect to the foregoing. GGS shall pay, satisfy and discharge
any and all judgments, orders, and decrees that may be recovered against City in connection with
the foregoing. Notwithstanding anything herein to the contrary, GGS's obligation to indemnify
and hold the City harmless shall not apply to claims, actions, damages, liabilities, or expenses
resulting from the negligent or wrongful acts of City, its agents, contractors, employees,servants,
or lessees, except to the extent resulting from the negligent or wrongful acts of GGS, its agents,
contractors, employees, servants, or lessees. City does not waive its right to sovereign immunity
under Florida law.
10. WAIVER OF LIABILITY. Unless otherwise provided herein, City shall not be
liable for any Ioss of or damage to any property of GGS or of any others located in or on the
Premises, or any injury or damage to persons or property that occurs in or on the Premises or
results from an occurrence in or on the Premises except to the extent that any such loss, damage,
or injury is the direct result of City's negligence,breach,or default under this Agreement and GGS
does hereby expressly release City from all liability for any damage,loss,or injury covered in this
Section.
11, INSURANCE. GGS must provide a Certificate of Insurance evidencing General
• Liability Insurance coverage with limits no less than$1,000,000 single occurrence and$2,000,000
aggregate for personal injury and property damage and naming the City as an additional insured.
12. ASSIGNMENT. GGS shall not have the right to assign or otherwise transfer any
or all of its rights and privileges under this Agreement.
13. DAMAGE TO PREMISES_. If the Premises shall be damaged by fire, the
elements, or other casualty and are rendered unusable in whole or in part, and there are sufficient
insurance proceeds,in City's sole discretion,to rebuild the Premises,City shall rebuild or otherwise
restore the Premises to good condition within a reasonable period of time after such destruction or
damage. If the insurance proceeds are insufficient to rebuild the Premises, and, in the reasonable
judgment of City the Premises cannot be substantially restored within one (1) year from the date
of the casualty,City may terminate this Agreement and keep the insurance proceeds.The insurance
proceeds following any damage or destruction shall be disbursed to City.
14. NO OBLIGATION TO REPAIR. Under no circumstances shall the City be
obligated to repair or replace any of the Improvements, whether installed by City or GGS, or any
of GGS's equipment or personal property. GGS shall be obligated to repair or restore GCS's
improvements, equipment, and personal property, and fixtures at its own expense.
Notwithstanding anything herein to the contrary,if the work of repairing or restoring the Premises
to pre-casualty condition is not completed within thirty (30) days after the date of said casualty,
GGS shall have the right to terminate this Agreement upon written notice delivered to City within
fifteen(15) days after the expiration of said thirty(30) day period,
4813-4888-0111,v.1
15. REMEDIES UPON DEFAULT. •
•
(a) GGS Default. If GGS defaults in any provision of this Agreement, and any such
default shall continue for a period of fifteen(15)days after written notice,including but notlimited
to allowing the required insurance to lapse; or if the Premises or any part thereof shall be deemed
abandoned due to GGS ceasing operation of its Permitted Use of the applicable portion of the
Premises for a period in excess of thirty (30) days; or if GGS shall file a voluntary petition in.
bankruptcy or shall file any petition or institute any proceeding under any insolvency or
bankruptcy law (or any amendment or addition thereto hereafter made) seeking to effect its
reorganization or a composition with its creditors; or if GGS shall make a general assignment for
the benefit of creditors, or if(in any proceedings based on the insolvency of GGS or relating to
bankruptcy proceedings) a receiver, interim receiver, receiver manager, monitor, custodian,
liquidator, or trustee shall be appointed for GGS or the Premises; or if any proceedings=shall •
commence for the reorganization of GGS under any insolvency or bankruptcy law; or if the
leasehold estate created hereby shall be taken on execution or by any process of law; or if GGS
shall admit in writing its inability to pay its obligations generally as they become due; then City,
in its sole and absolute discretion,may elect either to (a)continue this Agreement in full force and
effect notwithstanding the occurrence of such event of default; or (b) terminate this Agreement,
whereupon GGS shall quit and surrender the Premises immediately, without any obligation to
refund any portion of the Initial Fee or the Additional Fee or any fee paid as part of any extension
of this Agreement. All improvements on the Premises shall remain on the Premises following
GGS's surrender of the Premises.
(b) Remedies after Termination. After termination of this Agreement, City or City's
agents may immediately, or at any time thereafter, without notice to GGS, enter the Premises and
remove all of GCS's property, if any(the "Personal Property"), therefrom, and put the same in
storage at GCS's expense.In the event that GCS's Personal Property has not been retrieved within
thirty (30) days from the date when City removes it from the Premises, City shall have the right,
but not the obligation,to dispose of the Personal Property in any manner as determined in the sole
and absolute discretion of the City. In said event, GGS assumes all responsibility for any liability
resulting from the disposal of the Personal Property. GGS shall be responsible for all reasonable
expenses incurred by City in storing all property. In the event that City shall obtain possession of
the Premises by legal process, GGS agrees to pay to City, on demand, an amount equal to the
reasonable expenses incurred by City in obtaining possession,including court costs and reasonable
attorneys' fees, and such other expenses as City may reasonably incur in putting the Premises in
good order and condition.
16. NOTICES. Any notice, request, consent, approval, demand, or other
communication required or permitted to be given or served by either party to this Agreement to or
on the other shall be given or served and shall not be deemed to have been duly given or served
unless in writing and delivered: (a) in person; (b) by overnight courier; or (c) by certified or
4813-488B-0111,v.1
registered mail, return receipt requested, to the following,addresses or to such other addresses as
may be specified from time to time, in writing, delivered to the other party as provided herein:
To City: Rob Frank, City Manager
150 Lakeshore Drive
Ocoee, Florida 34761
With a copy to: Scott Cookson, City Attorney
1000 Legion Place, Suite 1700
Orlando, FL 32801
To GGS: Golden Goal Sports, LLC
14561 Cableshire Way
Orlando, Florida 32824
To GGS: Let Me Play Foundation, Inc.
14561 Cableshire Way
Orlando,Florida 32824
The date of service of any such notice or demand given by registered or certified mail shall be the
date on which such notice or demand is delivered, as evidenced by a U.S. Postal Service receipt.
17. FORCE MAJEURE, If City or GGS is delayed or prevented from performing
any of their respective obligations during the term of this Agreement because of acts of God,war,
riots, shortages of labor or material, or any other causes that are reasonably beyond their control,
then the period of any such delay shall be added to the time herein provided for the performance
of any such obligation and the defaulting party shall not be liable for losses or damages caused by
such delay; provided, however, that this Section shall not apply to the payment of any sums of
money required to be paid by GGS hereunder or any obligation of City or GGS that can be satisfied
by the payment of money.
18. HAZARDOUS SUBSTANCES. City represents, warrants and covenants that, to
the best of its actual knowledge, the Premises do not presently contain and are free from, mold,
asbestos,and any other hazardous substance. GGS agrees not to introduce any hazardous material
in, on,or adjacent to the Premises. If GGS stores, uses, or disposes of any hazardous material in,
on, or adjacent to the Premises and such action results in any contamination of the Premises, the
soil or surface or groundwater requiring remediation under federal, state or local statutes,
ordinances,regulations or policies,GGS agrees to clean-up the contamination at GCS's cost. GGS
further agrees to indemnify, defend, and hold City harmless from and against any claims, suits,
causes of action, costs, fees, including attorneys' fees and costs, arising out of or in connection
with any such clean-up work,or government enforcement proceeding in connection therewith,and
any hazardous materials currently or hereafter used, stored, or disposed of by GGS or its agents,
employees, contractors, or invitees on or about the Premises.
4813-4888-0111,v.1
19. TIME IS OF THE ESSENCE. Time is of the essence in this Agreement.
20. BINDING EFFECT. City and GGS agree that all the provisions of this Agreement
are to be construed as covenants and agreements as though the words importing such covenants
and agreements were used in each separate Section hereof, and that all of the provisions hereof
shall bind and inure to the benefit of the Parties hereto and their heirs and their successors and
assigns.
21. WAIVER. No waiver of any covenant or condition nor the breach of any covenant
or condition of this Agreement shall be taken to constitute a waiver of any subsequent breach of
such covenant or condition, nor justify or authorize the non-observance on any other occasion of
the same or of any other covenant or condition hereof,
• 22. SEVERABILITY. Any provision of this Agreement that is contrary to a law that
the Parties cannot legally waive or contract against is and shall be void and not binding on either
party hereto; provided, however, that the invalidity or unenforceability of any provision of this
Agreement shall not affect or impair any other provision.
23. . CAPTIONS. The headings of the several Sections contained herein are for
convenience and do not define,limit or construe the contents of such Sections.
•
24. PLURALITY AND GENDER.Reference to a party will be read as if all required
changes in the singular and plural and all grammatical changes rendered necessary by gender had
been made, All words in the singular will include the plural and vice-versa.
25, COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, and all counterparts shall constitute one and the same
instrument.
26. ENTIRE AGREEMENT. This Agreement contains all of the agreements
between the Parties hereto and may not be modified in any manner other than by agreement in
writing signed by all the Parties hereto or their successors in interest.
27. GOVERNING LAW. All questions concerning the validity or intention of this
Agreement shall be resolved under the laws of the state of Florida and venue shall lie in Orange
County,Florida.
28. SUCCESSORS IN INTEREST. Except as otherwise provided in this Agreement,
all provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable
by and against the respective heirs,personal representatives,successors, and assigns of each party
to this Agreement.
4813-4888-0111,v.1
•
29. SOVEREIGN IMMUNITY. Nothing contained this Agreement or in any
instruments executed pursuant to the terms of this Agreement shall be construed as a waiver or
attempted waiver by the City of its sovereign immunity under the constitution and laws of the State
of Florida; provided, however, that this paragraph shall not be construed as an attempt to negate
any partial waiver of sovereign immunity made by the Legislature under the provisions of The
Tort Claims Act, Section 768.28, Florida Statutes, or any future statute or Act adopted by the
Florida Legislature.
[SIGNATURES TO FOLLOW]
4813-4888-0111,v, 1 •
IN WITNESS WHEREOF,City and GGS have executed this Agreement on the date first written
above.
WITNESSES: CITY:
CITY OF OCOEE, a Florida municipal
corporation
By:
Rusty Johnson
Mayor
Print Name:
Print Name:
Attest:
Melanie Sibbitt,City Clerk
[AFFIX SEAL]
For use and reliance only by the City of Ocoee, APPROVED BY THE OCOEE CITY
Florida. Approved as to form and legality this COMMISSION AT A MEETING HELD ON
day of 2021. , 2021, UNDER
AGENDA ITEM NO.
SHUFFIELD,LOWMAN&WILSON,P.A.
By:
City Attorney
WITNESSES: GGS:
Golden Goal Sports,LLC,a Florida limited
(DAliability company
Print Name: 2ari;tl P &At
r �✓� t By: AVae
Print Name: ' i I/(,{,([({�j� ( Name: tzeopt,i' j' 401
Title: t)fk � pLi'Ok�
WITNESSES: Let Me Play Foundation,Inc.,a Florida not for
profit corporation
(D,e
Print Name: a:t P. 4�d Q
u
By:
Print Name: J. .��v Name: \lo-he' Ro. r e.f
Title: V. P.
4813-4888-0111,v.1
EXHIBIT "A"
BUDGETING
The City has previously budgeted the following amounts for improvements to the Premises:
Calendar Year 2020 $75,000
Calendar Year 2021 $75,000
During the initial five(5)year term of this Agreement the City intends to budget an additional$50,000
for improvements to the Premises,
4813-4888-0111,v.1
COPY OF ADVERTISEMENT
Date Published and Media Name
2B The West Orange Times Thursday.August 5. 2021
• Advertisement or Article
FIRST INSERTION
NOTICE OF PUBLIC HEARING
CITY OF OCOEE
The City intends to enter into a Soccer Program Agreement(the Agreement")with
Golden Goal Sports,LLC and Let Me Play Foundation,Inc.,(together referred to as
"GGS")for the operation of a youth soccer program and other soccer-related activ-
ities within the City of Ocoee(the"City"). The City will allow GGS to use a portion
of soccer fields located within the City for a fee of$150,000.00 for the first five(5)
years of the Term(Initial Fee)and an additional$150,000.00 for the remaining five
(5)years of the Term(Additional Fee):
DESCRIPTION: Certain real property located at 1820 A.D.Mims
Road,Jim Beech Recreation Center,use of a portion of the Premises
consisting of two(2)soccer fields located on the Premises.
A copy of the proposed Agreement is available for public review at the Office of the
City Clerk between the hours of 8:00 a.m.and 5:00 p.m.,Monday through Friday.
The Ocoee City Commission will consider the proposed Agreement with GGS,
at a public hearing to be held on August 17,2021 at 6:15 p.m.,or as soon there-
after as practical at Ocoee City Hall,150 N.Lakeshore Drive,Ocoee. Interested
parties may appear at the meeting and be heard with respect to the proposed
action.The City Commission may continue the public hearing to other dates
and times,as it deems necessary.This Notice is given pursuant to Section C-8(B)
of the City of Ocoee Charter.
NOTICE: Any person who desires to appeal any decision made by Commis-
sion with respect to any matter considered at such meeting will need a record of
the proceedings and for such purpose may need to ensure that a verbatim record
of the proceeding is made,which record includes the testimony and evidence
upon which the appeal is based. Persons with disabilities needing assistance
• to participate in any of these proceedings should contact the Office of the City
Clerk,150 N.Lakeshore Drive,Ocoee,FL 34761,(407)905-3100,48 hours in
advance of the meeting.
August 5,2021 - 21-02628W