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2011-0792011-79 Resolution Authorizing the Execution of the Agreement Between the Town of Wappinger and the Wappinger Yankees Collegiate Baseball 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 February 14, 2011. The meeting was called to order by Christopher Colsey, Supervisor, and upon roll being called, the following were present: PRESENT: Supervisor Councilmembers ABSENT: Christopher J. Colsey William H. Beale Vincent F. Bettina Ismay Czarniecki Joseph P. Paoloni The following Resolution was introduced by Councilman Beale and seconded by Councilman Bettina. WHEREAS, the Wappinger Yankees Collegiate Baseball Club (hereinafter "Wappinger Yankees") participates in the Hudson Valley Collegiate Baseball League, which provides opportunities for baseball players from the Town of Wappinger to sharpen their baseball skills in a competitive environment; and WHEREAS, the Wappinger Yankees and the Town of Wappinger have negotiated an agreement which requires the Wappinger Yankees to provide certain services to the Town; and WHEREAS, the rules and regulations of the Wappinger Yankees and the Hudson Valley Collegiate Baseball League permit the Wappinger Yankees to enter into the proposed agreement; and WHEREAS, the Town Board finds that it is in the best interest of the Town to have the Wappinger Yankees provide the baseball activities in accordance with the proposed Agreement between the Town of Wappinger and the Wappinger Yankees; and WHEREAS, the Town Board finds that the Wappinger Yankees provide a specialized skill, attained by years of training as baseball coaches, and pursuant to Town Code §46-6(b)(1), the agreement between the parties shall be exempt from the Town's procurement policy. NOW, THEREFORE, BE IT RESOLVED, as follows: 1. The recitations above set forth are incorporated in this Resolution as if fully set forth and adopted herein. 2. The Town Board hereby agrees to enter into a written Agreement between the Town of Wappinger and The Wappinger Yankees Collegiate Baseball Club which will provide baseball activities for qualified residents of the Town of Wappinger for the 2011 baseball season. 3. Supervisor Christopher J. Colsey is hereby authorized and directed to execute the Agreement between the Town of Wappinger and The Wappinger Yankees Collegiate Baseball Club in substantially the same form as attached hereto. The foregoing was put to a vote which resulted as follows: CHRISTOPHER COLSEY, SUPERVISOR Voting: AYE WILLIAM H. BEALE, COUNCILMAN Voting: AYE VINCENT F. BETTINA, COUNCILMAN Voting: AYE ISMAY CZARNIECKI, COUNCILWOMAN Voting: AYE JOSEPH P. PAOLONI, COUNCILMAN Voting: AYE Dated: Wappingers Falls, New York 2/14/2011 The Resolution is hereby duly declared adopted. 1 J N C. ASTERSON, TOWN CLERK SERVICE AGREEMENT BETWEEN TOWN OF WAPPINGER AND THE WAPPINGER YANKEES COLLEGIATE BASEBALL CLUB THIS AGREEMENT made the I'L day of February, 2011, 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 THE WAPPINGER YANKEES COLLEGIATE BASEBALL CLUB with its principal offices at 11 MacIntosh Lane, Wappingers Falls, New York 12590, hereinafter referred to as the "WAPPINGER YANKEES". WITNESSETH: WHEREAS, the TOWN wishes to contract with the WAPPINGER YANKEES to provide a baseball program for the young adults residing in the Town of Wappinger as hereinafter defined; and WHEREAS, the WAPPINGER YANKEES are a member of the Collegiate Baseball League of the Hudson Valley, whose participants are young adults between the ages of 17 and 26; and WHEREAS, the WAPPINGER YANKEES are the representative team of the TOWN in the Collegiate Baseball League of the Hudson Valley; and WHEREAS, the WAPPINGER YANKEES are willing to provide the baseball program in accordance with the rules of the Collegiate Baseball League of the Hudson Valley upon the terms and conditions hereinafter set forth. -1- WWappinger\Town Board\Wappinger Yankees Contract\2011 Agreement.doc NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the TOWN and the WAPPINGER YANKEES hereby agree as follows: 1. Recitations. The recitations above set forth are hereby incorporated into this Agreement as if fully set forth herein. 2. Term. The term of this Agreement shall be from the date of execution hereof through December 31, 2011. 3. Services Provided. 3.1. The WAPPINGER YANKEES shall provide a baseball program for the collegiate young adults residing within the Town of Wappinger and the Village of Wappingers Falls between the ages of 17 and 26. It is acknowledged that team members may consist of non-residents of the Town of Wappinger or the Village of Wappingers Falls, 3.2. The baseball program shall provide baseball activities in the Collegiate Baseball League of the Hudson Valley. 3.3. The WAPPINGER YANKEES shall provide all supervision, coaches, instructors, and umpiring personnel necessary to provide instruction in baseball as well as team experience in a formal organized baseball experience. The WAPPINGER YANKEES shall provide such administrative personnel as necessary to provide for the smooth and efficient operation of the above mentioned League. 3.4. The WAPPINGER YANKEES will provide sufficient manpower to close the facilities and bathrooms at the Robinson Lane Recreation Field in accordance with a schedule -2- 0AWappinger\Town Board\Wappinger Yankees ContractU011 Agreement.doc to be approved by the Town of Wappinger Recreation Committee. After each game, the WAPPINGER YANKEES shall restore the field to proper playing conditions. 4. License to Use Town Facilities. 4.1. The TOWN hereby grants a license to the WAPPINGER YANKEES to use the Brian Holt Memorial Field at the Robinson Lane Recreation Complex in accordance with the schedule of fees adopted by the Town Board of the Town of Wappinger and administered by the Wappinger Recreation Committee. The use of the Brian Holt Memorial Field shall include backstops, fencing, dugouts, restrooms, all as they presently exist and as they may be maintained from time to time hereafter. The WAPPINGER YANKEES shall provide a schedule of its proposed use of the Brian Holt Memorial Recreation Field for submission and approval by the Wappinger Recreation Committee. 4.2. The TOWN shall be responsible for all maintenance and repairs of the fields and such custodial services as may be deemed necessary by the Town of Wappinger Recreation Committee, except as hereinafter set forth. 4.3. The TOWN shall pay for the cost of electricity, water, telephone and chalk dust at the field licensed for use by this Agreement. 5. Equipment. The WAPPINGER YANKEES shall provide all sporting equipment necessary for the implementation of the baseball sports program to be provided herein. 6. Availability. The sports program provided herein to the young adults of the Town of Wappinger and the Village of Wappingers Falls shall commence during the month of May 2011 through the completion of the summer/fall program in August 2011, as approved by the Town of Wappinger Recreation Committee. -3- O \Wappinger\Town Board\Wappinger Yankees Contract\2011 Agreement.doc 7. Medical Insurance Coverage. The WAPPINGER YANKEES shall maintain standard Wappinger Yankees insurance coverage covering the medical expenses for any of the participants in the baseball program. A copy of the medical insurance coverage shall be provided to the TOWN for review and approval by the Town's insurance consultant. Expenses. The WAPPINGER YANKEES shall solely be responsible to provide all financial support necessary to provide the baseball program to be provided herein. 9. Liability Insurance. 9.1. The WAPPINGER YANKEES shall indemnify and hold harmless the TOWN against all claims on account of injury, loss or damage arising or alleged to arise out of or in connection with the occupancy of the Town of Wappinger Recreation Fields; including all expenses incurred by the TOWN in the defense, settlement or satisfaction thereof including expenses of legal counsel. 9.2. In addition, the WAPPINGER YANKEES agrees to provide to the TOWN, a certificate of insurance, which indicates a current Commercial General Liability policy is in force with the WAPPINGER YANKEES as a named insured written with an insurance company with an A. M. Best's rating of "A" or better. The occurrence limit must indicate a limit not less than $1,000,000. The TOWN shall be named as an additional insured and/or certificate holder on a primary, non-contributory basis. 10. Indemnification. The WAPPINGER YANKEES will save, indemnify and hold harmless the TOWN and its agents, servants and employees from against all claims, damages, losses and expenses including attorney's fees arising out of or resulting from any claims, damages, disease, death or injury to any participants in the program conducted by the WAPPINGER YANKEES, including the loss or destruction of tangible personal property, -4- O:\Wappinger\Town Board\Wappinger Yankees Contract\2011 Agreement.doc except, however, the WAPPINGER YANKEES 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. 11. Worker's Compensation. The WAPPINGER YANKEES shall provide Worker's Compensation coverage pursuant to General Municipal Law §108. 12. Mandatory Provision. Each and every provision required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein and in the event any such provision is not inserted or is not correctly inserted, then, upon the application of either party, this Agreement shall forthwith be physically amended to make such insertions or corrections. 13. Non -Discrimination. The WAPPINGER YANKEES will not discriminate because of race, color, national origin, ancestry, or religion; the program shall be open to all collegiate young adults having a permanent residence within the Town of Wappinger, or the Village of Wappingers Falls, who are between the ages of 17 and 26. 14. Independent Contractor. The parties hereby agree that WAPPINGER YANKEES is hereby deemed an "independent contractor" and shall not be considered an employee or agent of the Town of Wappinger. 15. Non -Assignment. This Agreement may not be assigned. 16. 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 -5- O:\Wappinger\Town Board\Wappinger Yankees Contract\2011 Agreement.doc 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 14th day of February, 2011. 17. Duplicate Originals. This instrument shall be executed in four (4) counterparts with at least one duplicate original permanently filed in the Office of the Town Clerk of the Town of Wappinger. IN WITNESSETH THEREOF, the parties have set their hands and seal this day of February, 2011. TOF WAPPI 7 By: CHRISTOPHER J. COLSEY, upervisor THE WAPPINGER YANKEES COLLEGIATE BASEBALL CLUB By:�aGb President -6- 0AWappinger\Town BoardMappinger Yankees Contract\2011 Agreement.doc STATE OF NEW YORK ) ss: COUNTY OF DUTCHESS ) On the W04Day of February, 2011, before me, the undersigned, personally appeared CHRISTOPHER J. COLSEY known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. BARBARA L. ROBERTI Notary Public, State of New York Reg. No. OIR06130344 Dutchess County My Commission Expires July 18, 2013 STATE OF NEW YORK ) ss: COUNTY OF DUTCHESS ) ,'Notary Public i On the 17- day of Feb uary, 2011, before me, the undersigned, personally appeared �- known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual. or the person upon behalf of which the individual acted, executed the instrument. BARBARA L. ROBERTI Notary Public, State of New York Reg. No. OIRO6130344 Dutchess County My Commission Expires July 18, 2013 0AWappinger\1'0wn Board\Wappinger Yankees Contract\201 I Agreement.doc