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2024-1682024-168 Resolution Authorizing The Execution Of An Agreement Between The Town Of Wappinger And The Wappinger United Soccer Club At a Regular Meeting of the Town Board of the Town of Wappinger, Dutchess County, New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on August 19, 2024. The meeting was called to order by Joseph D. Cavaccini, Town Supervisor, and upon roll being called, the following was recorded: ✓ Vote Record - Resolution RES -2024-168 Yes/Aye No/Nay Abstain Absent Q Adopted ❑ Adopted as Amended Joseph D. Cavaccini Voter Q ❑ ❑ ❑ ❑ Defeated William H. Beale Voter Q ❑ ❑ ❑ ❑ Tabled Angela Bettina Voter Q ❑ ❑ ❑ ❑ Withdrawn Christopher Phillips Seconder Q ❑ ❑ ❑ Al Casella Mover Q ❑ ❑ ❑ The following Resolution was introduced by Casella and seconded by Councilman Phillips. WHEREAS, the Town Board finds that it is in the best interests of the Town to have the Wappinger United Soccer Club provide a program of soccer activities for the boys and girls of the community, and WHEREAS, the soccer programs of the Wappinger United Soccer Club are provided at the Airport Park Soccer Complex and the Rockingham Park Soccer Complex owned by the Town of Wappinger, and WHEREAS, the Wappinger United Soccer Club has assisted the Town of Wappinger in maintaining the soccer fields and facilities on which its teams play, and WHEREAS, Town Supervisor Joseph D. Cavaccini, the Director of Recreation, and the Supervisor of Buildings and Grounds, has negotiated the terms of a proposed Service Agreement with the Wappinger United Soccer Club, a copy of which is attached hereto, and WHEREAS, the Town Board acknowledges the very successful program the Wappinger United Soccer Club has administered for the last 40 years or so, including successful programs with Major League Soccer clubs and homegrown Wappinger resident and Captain of the United States Soccer Team Tyler Adams and wishes to continue having the Wappinger United Soccer Club provide soccer activities for the boys and girls of the Town of Wappinger, and NOW, THEREFORE, BE IT RESOLVED, as follows: 1. The Town Board Members acknowledge they have reviewed the terms and conditions of the proposed "Service Agreement" attached hereto, and they find the terms contained therein reasonable and consistent with the relationship the Town has had with the Wappinger United Soccer Club over the last 40 years or so; and The Town Board hereby authorizes Town Supervisor Joseph D. Cavaccini to execute said Service Agreement with the Wappinger United Soccer Club in accordance with the terms and conditions contained therein, which Agreement, among other provisions, authorizes the Town to pay the amount budgeted for Fiscal Year 2024 for Wappinger United Soccer Club upon execution and delivery of the agreement. The foregoing was put to a vote which resulted as follows: RESULT: ADOPTED [UNANIMOUS] MOVER: Al Casella, Councilman SECONDER: Christopher Phillips, Councilman AYES: Cavaccini, Beale, Bettina, Phillips, Casella Dated: Wappingers Falls, New York 8/19/2024 The Resolution is hereby duly declared Adopted. SERVICE AGREEMENT BETWEEN TOWN OF WAPPINGER AND TOWN OF WAPPINGER UNITED SOCCER CLUB THIS AGREEMENT made the day of 2024, by and between TOWN OF WAPPINGER A Municipal Subdivision, having its offices at Town Hall, 20 Middlebush Road, Wappingers Falls, New York 12590, hereinafter referred to as the "TOWN" and WAPPINGER UNITED SOCCER CLUB A Not -For -Profit Corporation, with its principal offices at PO Box 120, Wappingers Falls, New York 12590, hereinafter referred to as the "WUSC". WITNESSETH: WHEREAS, the TOWN has maintained a long-standing relationship with the WUSC and acknowledges the partnership the TOWN has had with WUSC in providing a soccer program for the youth of the Town of Wappinger and the surrounding community; and WHEREAS, the WUSC has assisted in maintaining the TOWN'S soccer fields, all of which are located within public recreation lands, and, except as authorized by this Agreement, WUSC, acknowledges that the fields are open to the general public for use as athletic fields, subject to approval by the Town Board and as administered by the Town of Wappinger Director of Recreation; and WHEREAS, the Town Board determines that it is in the best interest of the TOWN to provide a soccer program for the youth of the Town of Wappinger, and the parties desire to enter into this agreement to provide a framework for the programs for the youth of the Town of Wappinger and the respective obligations of the parties. -1- NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the TOWN and the WUSC hereby agree as follows: 1. Term and Renewal. The Term of this Agreement shall be January 1, 2024 through December 31, 2024. Any future agreements between the parties shall be under the terms and conditions mutually agreed to by the parties at that time. 2. Services Provided. 2.1. The WUSC shall provide qualified and responsible management and supervision of a soccer program for all youth residing within the Town of Wappinger and the Village of Wappingers Falls between the ages of 3 and 18. 2.2. Thirty (30) days prior to the start of each season, WUSC shall supply the Town Board with a roster of the participants in the soccer program; such roster shall contain the names, addresses, and ages of each participant. Leagues: 2.3. The soccer program shall include soccer activities in one of the following a. Youth Development Academy (U4 -U10) b. Intramural/Recreational (U11 -U19) C. Travel Program 2.4. Only the Leagues described above are permitted to use Town fields pursuant to this Agreement. "Travel Teams" not under the management of WUSC are not authorized to use Town fields pursuant to this Agreement and must apply for permits to use the fields. 2.5. The assignment of participating youths shall be made by the WUSC, which shall make such assignment by taking into consideration the age of the youth and the youth's individual skill level as determined by the WUSC. -2- 2.6. The WUSC shall provide all supervision, coaches, instructors, and referee personnel necessary to provide management, supervision, instruction, and safety in the above - referenced leagues, as well as provide the youth a team experience in a formal organized program. It shall be the responsibility of the WUSC to perform background checks of all coaches and instructors to provide the appropriate security. WUSC shall provide proof of background checks conducted by the association of referees used by the league to the TOWN. 2.7. The WUSC shall provide such administrative personnel as necessary to provide for the smooth and efficient operation of the above-mentioned Leagues, together with necessary coordination of such programs and use of TOWN fields in consultation with the Town of Wappinger Recreation Director, and the Supervisor of Buildings and Grounds. 3. Revocable License to Use Town Sports Field Facilities. 3.1. The TOWN shall provide sports field facilities for use by WUSC under the terms of this Agreement. 3.2. The TOWN hereby grants a revocable license to WUSC to use the Airport Park Soccer Complex, the Rockingham Park Soccer Complex, and such other fields as authorized by the Town of Wappinger Town Board, in consultation with the Town of Wappinger Recreation Director, in accordance with the Field Use Procedure as adopted by the Town Board. 3.2. Thirty (30) days prior to the start of each season, WUSC shall submit a proposed use of the soccer fields necessary to provide the soccer program for the League specified in 2.2 above. The schedule of needed soccer fields shall be submitted to the Recreation Director who shall review and approve the schedule of use of the fields or make any necessary modifications thereto. Any changes to the scheduled use of the fields must be approved by the Recreation Director. -3- 3.3. To the extent practicable, the TOWN shall give WUSC a priority in scheduling the use of the soccer fields. The Wappinger Recreation Director may consult with the Supervisor of Buildings and Grounds of the Town of Wappinger in approving the use of the fields or other facilities authorized herein. The Recreation Director will notify WUSC in the event there is any request to use any of the park facilities that may conflict with the approved schedule of uses by WUSC. To the extent practicable, the TOWN shall not grant approval to outside users to insure there will be no conflicts with the approved schedule of uses for WUSC. Both parties agree to cooperate to maximize use of the facilities with other users, with a preference given to WUSC whenever possible or practical. 3.4. The TOWN authorizes WUSC to use portable lighting on the fields until 8:00 p.m. The TOWN shall not be responsible for supplying or maintaining portable lighting for use by WUSC. 3.7. Since Airport Park Soccer Complex and Rockingham Park Soccer Complex are locked -gate Town parks, the Town's Supervisor of Buildings and Grounds, after consultation with the Town Supervisor, shall create a list of authorized key holders to open and close the park each day and shall so notify WUSC and the Town's Director of Recreation. 3.9. The privilege granted herein is an accommodation and is revocable at will at any time by the TOWN, provided that the TOWN gives at least thirty (30) days written notice prior to the date that a revocation becomes effective. Such notice shall be addressed and forwarded to WUSC at WUSC's address as stated herein by certified mail, return receipt requested, or delivered by personal delivery to the WUSC. The notice time period shall commence on the date of delivery to WUSC. Upon the revocation of this license, WUSC shall immediately remove any personal property located at Airport Park Soccer Complex and Rockingham Park Soccer Complex, and WUSC shall immediately restore the TOWN's Premises to its original condition as existed prior to use by WUSC. 4. Use of Buildings and Grounds. 4.1. During the time that WUSC is using the fields, the TOWN hereby grants a revocable permit to WUSC to use existing buildings at the Airport Park Soccer Complex for the purposes of storage of equipment and the operation of a food and drink concession. No other use of the buildings or the grounds shall be permitted without the expressed consent of the Supervisor of Buildings and Grounds, after consultation with the Town Supervisor. 4.2. The WUSC will be responsible for the maintenance and cleanliness of the concession stand and all equipment in connection therewith, including, but not limited to, the fire suppression system. and further affirmatively agrees to operate the concession stand and equipment in accordance with the rules of the Dutchess County Department of Behavioral and Community Health and any other regulatory agency having jurisdiction over the facility. 4.3. Any violations of any rule, law, regulation, ordinance, or statute by WUSC in the operation of the concession stand will be the sole responsibility of WUSC, and WUSC agrees to indemnify and hold harmless the TOWN for any such violations. WUSC will repair and/or correct any violation within thirty (30) days or by the date mandated by the Dutchess County Health Department, and any other regulatory agency having jurisdiction over the facility. 5. TOWN Responsibilities. 5.1. The TOWN shall supply general and routine maintenance to the parks' buildings, structures, and grounds, except for those items specifically designated as WUSC responsibilities in Paragraph 6 following. 5.2. The TOWN shall supply porta johns and garbage removal. -5- 5.3. The Supervisor of Buildings and Grounds shall be notified in the event emergency repairs are required and needed for any of the facilities licensed herein, or if there are any dangerous conditions found at any of the facilities. The Supervisor of Buildings and Grounds will provide an emergency phone number at which he or another designated individual can be reached in the event emergency repairs are required. 5.4. The TOWN shall mow and maintain the length of the grass on the soccer fields. The TOWN shall, weather and field conditions permitting, provide weekly mowing of the fields and common areas on a day to be agreed upon by the Supervisor of Buildings & Grounds and the WUSC President. The TOWN will also provide string trimming of the fences, buildings, and bleachers on a bi-weekly basis. The Town will attend to clean up of storm debris including fallen trees or branches as soon as possible following the storm. 5.5. The TOWN shall maintain and keep in structurally and/or mechanically good order the fences, signs, and electrical services to the parks. 5.6. Upon request by WUSC, the TOWN, through the Department of Buildings and Grounds shall trim or remove any trees or ornamental shrubbery that interferes with game playing on any of the fields. 6. WAPPINGER UNITED SOCCER CLUB'S Responsibilities. 6.1. WUSC will be responsible for measuring and marking all field lines, locating goals and any other field configurations pursuant to the guidelines and regulations for the game of soccer. 6.2. WUSC will pay for any improvements it deems necessary outside of the TOWN responsibilities, subject to Town Board approval, in consultation with the Supervisor of Buildings and Grounds. 6.3. WUSC agrees to provide the TOWN with accurate contact information for officers of WUSC, no later than thirty (30) days after officer elections. WUSC has a continuing obligation to ensure that the TOWN has accurate contact information for WUSC and to notify the TOWN of any officer changes within thirty (30) days after said change. 6.4. The Town Board, in consultation with the Supervisor of Buildings and Grounds, must approve all construction or installations requested to be undertaken by WUSC on any of the sports fields. WUSC shall promptly notify the TOWN of its intentions to construct or install any improvements, and WUSC agrees that it will not perform any such construction unless and until it receives written approval from the TOWN. The request for improvements must identify the type of improvements and any design plans, projected cost, and expenses. All such improvements shall be paid for by WUSC unless the TOWN expressly agrees otherwise. The parties agree that any permanent improvements or fixtures constructed by WUSC on the property are the property of the TOWN. 7. Ownership. This Agreement shall not create any ownership or other legal interest in WUSC regarding the TOWN's property, facilities, or accommodations. Conversely, this Agreement shall not create any ownership or other legal interest in the TOWN regarding to the youth sports programs as offered by the WUSC or any advertisements, programming, equipment, or clientele of such. 8. Access and Control of Park Facilities. TOWN reserves the right to freely access and control the TOWN's property, facilities, and accommodations as may deem necessary during the term of this Agreement. The TOWN hereby agrees that it shall provide the WUSC with public access to and use of its concession stand this 5 Field Use Contract facilities nearest to the aforementioned playing fields as designated by TOWN. WUSC does not have exclusive rights to -7- the park, its facilities, or its parking areas except for the use of the fields at the designated times. Prior to the WUSC undertaking any modifications to or work on the Park Facilities other than what is specified within the above maintenance chart, TOWN must authorize in writing the nature and scope of the work, modifications, or improvements. 9. Equipment. The WUSC shall provide all sporting equipment necessary for the implementation of the soccer program or shall require the participants to provide their own equipment, including, but not limited to, balls, insurance, uniforms, league fees, players' equipment, goals, etc., and such other equipment to maintain the fields as required for the game of soccer. The Town shall not be responsible for providing any soccer equipment under this agreement. 10. Availability. The soccer program herein provided shall be made available to all youth of the TOWN, inclusive of the Village of Wappingers Falls. The sports program shall be provided starting in the month of March 2024 through December 2024, as approved by the Recreation Department. 11. Medical Insurance Coverage and Iniury Notification. 11.1. WUSC shall provide medical/injury insurance equal to or greater than the standard insurance coverage covering the medical expenses for any of the participants in the soccer program. 11.2. WUSC shall notify the Recreation Director and the Town Supervisor in writing, via email or regular mail, within two (2) business days of any injury that occurs. Injury includes injuries to players, staff, parents, spectators, visitors, invitees, and guests. The injury shall be reported by any form approved and required by Eastern New York Youth Soccer Association, Hudson Valley Youth Soccer League, or other governing organization, or on a form approved by the Recreation Director. The Town shall be provided with a copy of any forms that the WUSC is required to file related to the injury to its governing organization, insurance carrier, or any other entity. 12. Liability Insurance. 12.1. The WUSC shall indemnify and hold harmless the TOWN from all claims on account of injury, loss, or damage arising or alleged to arise out of or in connection with the occupancy or use of the Town of Wappinger Recreation Fields; including all expenses incurred by the TOWN in the defense, settlement, or satisfaction thereof, which includes expenses of legal counsel. 12.2. In addition, the WUSC shall obtain and maintain a comprehensive general liability policy from an insurance company with an A.M. Best's Rating of "A" or better which shall include liability coverage for bodily injury and death in an amount of no less than $1,000,000 per occurrence and for property damage in an amount of no less than $1,000,000. The WUSC shall provide to the Wappinger Town Clerk, with a copy to the Wappinger Town Attorney, simultaneously with a copy of this Agreement as signed by WUSC, a certificate of insurance and declarations page from each policy, in form satisfactory to the Town Attorney, (i) evidencing the foregoing coverage; (ii) naming the Town of Wappinger as a certificate holder; and (iii) containing the following clause: "This insurance policy shall not be amended, nor shall it expire or be cancelled, unless written notice of same is delivered to the Town Clerk of the Town of Wappinger at the Wappinger Town Hall, 20 Middlebush Road, Wappingers Falls, New York 12590, by certified mail, return receipt requested, at least thirty (30) business days prior to such amendment, expiration or cancellation." 12.3. No approval is granted or implied unless and until all requirements as outlined above have been submitted to, received, and accepted by the TOWN. 13. Indemnification. 13.1. The WUSC shall save, indemnify, and hold harmless the TOWN and its agents, servants, and employees from and against all claims, damages, losses, and expenses, plus accrued interest, and all expenses incurred by the TOWN in the defense, settlement, or satisfaction thereof (including legal expenses), arising out of or resulting from any and all claims, damages, disease, death, or injury arising from this Agreement. 13.2. The WUSC shall save, indemnify, and hold harmless the TOWN and its agents, servants, and employees from and against all claims, damages, losses and expenses, plus accrued interest, and all expenses incurred by the TOWN in the defense, settlement, or satisfaction thereof (including legal expenses), in connection with the occupancy or use by the WUSC of the Town of Wappinger Recreation Fields including the loss or destruction of tangible personal property. 13.3. Notwithstanding the foregoing, the WUSC shall not responsible or assume any liability for any acts of negligence committed by or on behalf of the TOWN, its agents, servants, and employees. 14. Worker's Compensation. The WUSC shall provide Worker's Compensation coverage as required by General Municipal Law § 108. 15. Financial Disclosure. The WUSC will furnish to the Town Board a profit and loss statement for the WUSC and show distribution of funds from any non-profit tournaments and camps run by WUSC on TOWN property no later than January 31st of each year hereafter. -10- 16. Fee for Administration of Program. 16.1. The TOWN shall pay WUSC the sum of Five Thousand Dollars ($5,000.00) for the administration and oversight of the soccer program to be provided pursuant to this Agreement. 16.2. WUSC shall be solely responsible for providing all additional financial support necessary to provide the soccer programs. 16.3. The TOWN will authorize the use of the Airport Park Soccer Complex by the WUSC for one summer camp program. All proceeds from the camp will be paid to WUSC and will be used to financially subsidize the soccer program authorized by this Agreement. The TOWN shall not charge any fee for the use of the Airport Park Soccer Complex for this camp. 17. Surrender of Premises. WUSC agrees to surrender use of the fields and facilities, or a part thereof, in the event it is necessary for expansion or utilization of public park facilities or for any other purpose which the TOWN believes is necessary or important. WUSC further agrees to abandon the use of the fields and facilities, or a part thereof, if a demand is made by the United States government, or where WUSC or the TOWN is ordered to do so by an order of any Court. 18. Termination of Agreement. 18.1. The TOWN reserves the right to periodically review the performance of WUSC to evaluate compliance with the terms of this Agreement. 18.2. Either party may terminate the Agreement for breach of this Agreement upon thirty (30) days written notice to the breaching party. If the breaching party does not cure the breach prior to the date of termination, then the other party may terminate the Agreement. If the breaching party attempts to diligently cure the breach, to the extent such breach cannot be -11- reasonably cured within thirty (30) days, the other parry may grant additional time to cure as it deems appropriate, but is under no obligation to do so. 18.3. This Agreement maybe terminated by either parry giving notice of its intent to terminate the Agreement on or before October 15th of any year, which termination shall be effective as of January 1 st immediately following. 18.4. If WUSC shall dissolve, become insolvent, or be otherwise unable to fulfill the terms of this Agreement, or abandon the use of the fields and facilities, this Agreement shall terminate, and WUSC shall have no further rights hereunder. Discontinuation of use of all or part of the Premises for maintenance, repair, or rehabilitation purposes of the grounds shall not be deemed as an abandonment. If WUSC changes the character of its operation significantly from that of a non-profit corporation, then this Agreement shall terminate and WUSC shall have no further rights hereunder. 19. Non -Discrimination. The WUSC will not discriminate because of race, color, language, national origin, ancestry, or religion. WUSC will commit to being a safe and civil environment for all players, coaches, staff, volunteers, referees, and patrons, free from harassment, intimidation, or bullying. The program shall be open to all youths who have a permanent residence within the Town of Wappinger, including the Village of Wappingers Falls, who are between the ages of 4 and 19. 20. Independent Contractor. The parties hereby agree that WUSC is hereby deemed an "independent contractor" and shall not be considered an employee or agent of the Town of Wappinger. Nothing contained in this Agreement is intended to create a partnership or joint venture between WUSC and the TOWN, and no agent of WUSC shall be the agent of the TOWN. -12- WUSC covenants that it will not take any action in the name of, or by holding itself out as the agent of, the TOWN. 21. Non -Assignment. This Agreement may not be delegated, assigned, sub -let, or transferred. 22. Appointments. The parties acknowledge that the following individuals have been duly appointed to the following positions for the purpose of implementing this agreement and the Terms and Conditions hereunder: a. Town of Wappinger Supervisor — Joseph D. Cavaccini b. Town of Wappinger Fourth Ward Councilman — Al Casella C. Wappinger Recreation Director — Jessica Fulton d. Supervisor of Buildings and Grounds — Steven Frazier e. President of WUSC Meghann Hardesty Each Party will promptly notify the other party if there is any change in the above identified persons. 23. Authorization. Each party, by execution of this Agreement, represents that it has duly obtained the authorization of its governing body to enter into this Agreement. The Town Supervisor or his duly designated Deputy Supervisor is hereby authorized to execute this Agreement pursuant to a Resolution adopted by the Town Board of the Town of Wappinger at a regular meeting thereof held on the day of , 2024. 24. Counterparts and Duplicate Originals. The parties hereby agree that this Agreement may be executed by facsimile or scanned signatures transmitted by electronic mail and/or in one or more counterparts, each of which when so executed and delivered shall be deemed -13- an original, but all of which taken together shall constitute the same original. At least one duplicate original will be permanently filed in the Office of the Town Clerk of the Town of Wappinger. 25. Notices. All notices, communications, invoices, bills, and reports required under the Contract shall be personally delivered or mailed to the respective parties by certified mail, return receipt requested, to the addresses shown below, unless and until either party is otherwise notified in writing by the other party of a change in address. Mailed notices shall be deemed communicated as of five (5) days after mailing regular mail. If intended for TOWN, to: If intended for Wappinger United Soccer Club, to: 20 Middlebush Road PO Box 120 Wappingers Falls, New York 12590 Wappingers Falls, New York 12590 Attn: Joseph D. Cavaccini Attn: Meghann Hardesty 26. Integration. The parties agree that this Agreement, along with any attachments, constitutes the entire understanding between the parties and supersedes all prior negotiations, agreements, and understandings, whether oral or written. 27. Severability. If any of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, or conditions of this Agreement are for any reason held to be invalid, void, or unenforceable, the remainder of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, or conditions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 28. Choice of Law and Venue. This Agreement shall be governed by the laws of the State of New York, and any action to enforce the terms of this Agreement shall take place in the Dutchess County Supreme Court. 29. Waivers. The failure by one party to require performance of any provision of this Agreement shall not affect that party's right to require performance at any time thereafter, nor -14- shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. 30. Amendments. This Agreement may only be amended by a written document duly executed by both parties. 31. Headings. The headings and numbering of the different sections of this Agreement are inserted for convenience only and are not to control or affect the meaning, construction or effect of any provision. IN WITNESSETH THEREOF, the parties have set their hands and seal this day of 2024. TOWN OF WAPPINGER By: JOSEPH D. CAVACCINI, Town Supervisor WAPPINGER UNITED SOCCER CLUB, INC. By: MEGHAN HARDESTY, President -15-