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2013-0762013-76 Resolution Authorizing the Execution of the Agreement Between the Town of Wappinger and the Town of Wappinger Little League Association, Inc. 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 11, 2013. The meeting was called to order by Barbara Gutzler, Supervisor, and upon roll being called, the following were present: PRESENT: Supervisor Councilmembers ABSENT: Barbara Gutzler William H. Beale Ismay Czarniecki Michael Kuzmicz Vincent F. Bettina The following Resolution was introduced by Councilman Kuzmicz and seconded by Councilwoman Czarniecki. WHEREAS, the Town Board finds that it is in the best interests of the Town to have the Town of Wappinger Little League Association, Inc. provide a program of softball and baseball activities for the boys and girls of the community; and WHEREAS, the Town Supervisor, in consultation with the Chairman of the Recreation Committee and the Director of Recreation, has negotiated the terms of a proposed Service Agreement with the Town of Wappinger Little League Association, Inc., a copy of which is attached hereto, made a part hereof, marked and designated as Exhibit "1"; and WHEREAS, the Town Board, in accordance with the Town's Procurement Policy, has determined that the nature of services to be provided by the Town of Wappinger Little League Association, Inc. are classified as a "sole source"; and WHEREAS, the Town Board acknowledges the very successful program the Town of Wappinger Little League Association, Inc. has administered for the last 40 years or so and wishes to continue having the Town of Wappinger Little League Association, Inc. provide softball and baseball activities for the boys and girls of the Town of Wappinger. 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 has reviewed the terms and conditions of the proposed "Service Agreement" attached as Exhibit "1", and finds the terms contained therein reasonable and consistent with the relationship the Town has had with the Town of Wappinger Little League Association, Inc. over the last 40 years or so. 3. The Town Board hereby authorizes the Town Supervisor to execute said Service Agreement with the Town of Wappinger Little League Association, Inc. in accordance with the terms and conditions contained therein, which Agreement, among other provisions, authorizes the Town to pay the sum of Five Thousand Dollars ($5,000.00) to the Town of Wappinger Little League Association, Inc. to provide softball and baseball activities for the boys and girls of the community for the 2013 baseball/softball season. 4. Supervisor Barbara A. Gutzler is hereby authorized and directed to execute the Service Agreement between the Town of Wappinger and Town of Wappinger Little League Association, Inc. in substantially the same form as attached hereto, a copy of which is affixed hereto. The foregoing was put to a vote which resulted as follows: BARBARA GUTZLER, SUPERVISOR Voting: AYE WILLIAM H. BEALE, COUNCILMAN Voting: AYE VINCENT F. BETTINA, COUNCILMAN Voting: ABSENT ISMAY CZARNIECKI, COUNCILWOMAN Voting: AYE MICHAEL KUZMICZ, COUNCILMAN Voting: AYE Dated: Wappingers Falls, New York 2/11/2013 The Resolution is hereby duly declared adopted. RISTINE FULTON, TOWN CLERK SERVICE AGREEMENT BETWEEN TOWN OF WAPPINGER AND TOWN OF WAPPINGER LITTLE LEAGUE ASSOCIATION, INC. THIS AGREEMENT made the _ day of , 2013, 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 TOWN OF WAPPINGER LITTLE LEAGUE ASSOCIATION, INC. A Not-For-Profit Corporation, with its principal offices at 15 Middlebush Road, Wappingers Falls, New York 12590, hereinafter referred to as the "WAPPINGER LITTLE LEAGUE". WITNESSETH: WHEREAS, all of the sports fields owned and maintained by the TOWN are located within public recreation lands, and, except as authorized by this Agreement, WAPPINGER LITTLE LEAGUE acknowledges that the ball fields are open to the public for general use subject to approval by the Town Board; and WHEREAS, the TOWN wishes to contract with the WAPPINGER LITTLE LEAGUE to provide a baseball program and baseball instruction for the youth of the Town of Wappinger as hereinafter specified; and WHEREAS, the WAPPINGER LITTLE LEAGUE is willing to provide such services upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the TOWN and the WAPPINGER LITTLE LEAGUE hereby agree as follows: -1- 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, 2013. 3. Services Provided. 3.1. The WAPPINGER LITTLE LEAGUE shall provide, management and supervision of a softball and baseball program for all youth residing within the Town of Wappinger and the Village of Wappingers Falls between the ages of S and 18. 3.2. The baseball program shall include softball or baseball activities in one of the following Leagues: Challenger Minor League Baseball T-Ball Little League Baseball & Softball Instructional Baseball & Softball Junior/Senior League Baseball & Softball Big League Baseball 3.3. Assignment of participating youths shall be made by the WAPPINGER LITTLE LEAGUE 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 WAPPINGER LITTLE LEAGUE. 3.4. The WAPPINGER LITTLE LEAGUE shall provide all supervision, coaches, instructors, and umpiring personnel necessary to provide management, supervision and instruction in both baseball and softball, as well as expose the youth to a team experience in a formal organized baseball program. The WAPPINGER LITTLE LEAGUE 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 with the Town Board and the Town of Wappinger Recreation Committee. -2- 4. License to Use Town Sports Field Facilities. 4.1. The TOWN shall provide adequate sports field facilities for the baseball/softball sports program herein set forth; specifically, the TOWN hereby grants a license to WAPPINGER LITTLE LEAGUE to use the Robinson Lane Recreation Facility, the Martz Recreation Field and such other fields as authorized by the Town of Wappinger Recreation Committee (hereafter "Recreation Committee") upon consultation with the Town Board. The WAPPINGER LITTLE LEAGUE shall provide a schedule of its intended use of the aforementioned Recreation Fields which must be reviewed and approved by the Chairman of the Recreation Committee (at present Ralph Holt) and Director of Recreation (at present Mark Price). To the extent practicable, the TOWN shall give WAPPINGER LITTLE LEAGUE priority in scheduling fields. Scheduling the use of fields shall be coordinated with the Chairman of the Recreation Committee, Wappinger Recreation Director, President of WAPPINGER LITTLE LEAGUE (at present Christopher Schoen), Safety Director of WAPPINGER LITTLE LEAGUE (at present James Smith), and WAPPINGER LITTLE LEAGUE Director of Field Maintenance (at present Scott Defines). The TOWN and WAPPINGER LITTLE LEAGUE will promptly notify the other party if there is any change in the above identified parties. 4.2. The sports facilities provided by the TOWN shall include backstops, fencing, dugouts, restrooms, all as they presently exist and as they may be maintained from time to time hereafter. 4.3. 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. The WAPPINGER LITTLE LEAGUE -3- shall promptly notify the Recreation Committee of any dangerous conditions or any needed repairs on said sports fields. 4.4. The TOWN must approve all capital or major improvements to be undertaken by WAPPINGER LITTLE LEAGUE on any of the sports fields; the approval shall be in the form of a motion or resolution adopted by the Town Board at any regular or special Town Board Meeting. The request for improvements must identify the type of improvements and any design plans. All such improvements shall be paid for by WAPPINGER LITTLE LEAGUE unless the TOWN expressly agrees otherwise. 4.5. Since Robinson Lane Recreation Facility is a locked-gated park, the TOWN will have authorized personnel open the park each day. 4.6. The TOWN will notify WAPPINGER LITTLE LEAGUE of any request to use any park facilities prior to the TOWN granting approval to outside users so as to insure no conflicts with the WAPPINGER LITTLE LEAGUE schedule. Both parties agree to cooperate to maximize use of the facilities with other users, with a preference given to WAPPINGER LITTLE LEAGUE whenever possible. 5. Use of Buildings. 5.1. The TOWN shall also grant to the WAPPINGER LITTLE LEAGUE a license to use existing buildings at the Robinson Lane Recreation Facility for the purpose of storage of equipment and the operation of a food and drink concession. 5.2. The WAPPINGER LITTLE LEAGUE will be responsible for the maintenance and cleanliness of the concession stand and further affirmatively agrees to operate the concession stand in accordance with the rules of the Dutchess County Health Department and any other regulatory agency having jurisdiction over the facility. -4- 6. TOWN Responsibilities. 6.1. The TOWN shall pay for the cost of a potable water supply at Robinson Lane Recreation Facility and shall supply general and routine maintenance to the parks' buildings, structures and grounds, except for those items specifically designated as WAPPINGER LITTLE LEAGUE responsibilities in paragraph 7 following. 6.2. The parties acknowledge that lights for night games have been constructed at the following fields at the Robinson Lane Recreation Facility: Holt Memorial Field Senior League Field 1 Melissa Bisaccia Memorial Field. WAPPINGER LITTLE LEAGUE shall be authorized to utilize the night lights a minimum of three (3) nights per week at each of the aforementioned fields, and at such other times as approved by the Chairman of the Recreation Committee and the Director of Recreation. 6.3. The TOWN shall maintain the night lights and keep them in proper working order and inspected as needed to insure that the lights are in compliance with International Little League Guidelines for night games. 6.4. The TOWN shall develop a new security protocol for the use of night lights and WAPPINGER LITTLE LEAGUE agrees to cooperate with the TOWN and comply with the adopted security protocol. 6.5. The TOWN shall pay for all utility charges to any of the sports fields and facilities, including the cost of electricity at the concession stand at the Robinson Lane Recreation Facility. The TOWN shall supply porta johns, garbage removal and make sure bathrooms are in proper working order (except for routine maintenance). The TOWN shall be responsible for cleaning of the bathrooms at the Robinson Lane Recreation Facility as follows: -5- a. the TOWN shall provide for a daily sweep, quick mop and emptying of trash cans on a daily basis and shall provide for a thorough cleaning at least once per week; and b. the TOWN shall designate, in writing, a person or business who will provide emergency repairs to the bathrooms as needed. 6.6. The TOWN shall mow and maintain common areas outside of designated ball fields, and shall mow and maintain outfield grass on each of the ball fields. 6.7. The TOWN shall maintain and keep in structurally good order the dugouts, backstops, fences, signs, plumbing and electrical services to the parks. 6.8. Upon request by WAPPINGER LITTLE LEAGUE, the TOWN shall trim or remove any trees or ornamental shrubbery that interferes with game playing on any of the fields. 6.9. The TOWN will supply twenty-four (24) tons of clay and one (1) pallet of lime marking chalk for the ball fields. 6.10. The TOWN hereby grants WAPPINGER LITTLE LEAGUE a license and permission to use, in common with TOWN employees, the lawn mower owned by the TOWN and located at Robinson Lane Recreation Facility for the preparation and maintenance of infield grass on each of the ball fields. 7. WAPPINGER LITTLE LEAGUE Responsibilities. 7.1. WAPPINGER LITTLE LEAGUE shall be responsible for the cost of a telephone line at the Robinson Lane Recreation Facility. 7.2. WAPPINGER LITTLE LEAGUE shall be responsible for routine weekly cleaning of the dugouts, and for maintaining all infields on each of the ball fields, including turf -6- maintenance, mowing, seeding, aeration, installation/raking and rolling of clay, application of fertilizer and application of drying agent for clay, as needed. 7.3. WAPPINGER LITTLE LEAGUE shall be responsible for procuring any additional clay over the twenty-four (24) tons to be supplied by the TOWN. 7.4. WAPPINGER LITTLE LEAGUE will supply all other needed equipment, including tractors, mowers, chalk liners, etc., necessary to maintain the sports fields in suitable condition, for play, in accordance with International Little League Rules; WAPPINGER LITTLE LEAGUE shall also supply fuel and other maintenance items for all lawn mowers used by it. 7.5. The Director of Recreation (at present Mark Price) shall designate someone in writing to turn the night lights off each night; the designated person shall also be responsible for turning off the lights for any other users of the field authorized to have night games at the Robinson Lane Recreation Facility. The Director of Recreation (at present Mark Price) shall also designate someone to close the Robinson Lane Recreation Facility each day during the baseball season. 7.6. WAPPINGER LITTLE LEAGUE will pay for any improvements it deems necessary outside of the TOWN responsibilities, subject to Town Board approval. 8. Equipment. The WAPPINGER LITTLE LEAGUE shall provide all sporting equipment necessary for the implementation of the baseball/softball sports program to be provided herein, including, but not limited to, bases, balls, insurance, uniforms, league fees, players' equipment, pitching mound, etc., and such other equipment to maintain the fields as required by the International Little League Rules. 9. Availability. The baseball/softball sports program herein provided shall be made available to all youth of the TOWN, inclusive of the Village of Wappingers Falls. The sports -7- program shall be provided starting in the month of March 2013 through the completion of the summer/fall program in November 2013, as approved by the Recreation Committee. 10. Medical Insurance Coverage. The WAPPINGER LITTLE LEAGUE shall maintain standard Little League insurance coverage covering the medical expenses for any of the participants in the baseball/softball program. 11. Disclosure. The WAPPINGER LITTLE LEAGUE will furnish to the Town Board a profit and loss statement for the WAPPINGER LITTLE LEAGUE and show distribution of funds from any non-profit tournaments run at Robinson Lane Recreation Facility no later than January 31St of each year hereafter. 12. Fee. 12.1. The TOWN shall pay WAPPINGER LITTLE LEAGUE the sum of Five Thousand Dollars ($5,000.00) for the administration and oversight of the baseball/softball programs to be provided pursuant to this Agreement. 12.2. WAPPINGER LITTLE LEAGUE shall be solely responsible for providing all additional financial support necessary to provide the baseball/softball programs to be provided hereunder. 12.3. The TOWN will authorize the use of the Robinson Lane Recreation Facility by the WAPPINGER LITTLE LEAGUE for one additional tournament. All proceeds from the tournament will be paid to WAPPINGER LITTLE LEAGUE and will be used to financially subsidize the baseball program authorized by this Agreement. The TOWN will not charge any fee for the use of the Robinson Lane Recreation Facility, except however, in the event the night lights are used, the TOWN shall be paid $200.00 per field for the use of such lights. -8- 13. Liability Insurance. 13.1. The WAPPINGER LITTLE LEAGUE 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. 13.2. In addition, the WAPPINGER LITTLE LEAGUE agrees to provide to the TOWN, a certificate of insurance, which indicates a current Commercial General Liability policy is in force with the WAPPINGER LITTLE LEAGUE 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. 13.3. No approval is granted or implied unless and until all requirements as outlined above have been submitted to, received and accepted by the TOWN. 14. Indemnification. The WAPPINGER LITTLE LEAGUE 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 LITTLE LEAGUE, including the loss or destruction of tangible personal property, except, however, the WAPPINGER LITTLE LEAGUE 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. -9- 15. Worker's Compensation. The WAPPINGER LITTLE LEAGUE shall provide Worker's Compensation coverage as required by General Municipal Law § 108. 16. 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. 17. Non-Discrimination. The WAPPINGER LITTLE LEAGUE will not discriminate because of race, color, national origin, ancestry, or religion; 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 5 and 18. 18. Independent Contractor. The parties hereby agree that WAPPINGER LITTLE LEAGUE is hereby deemed an "independent contractor" and shall not be considered an employee or agent of the Town of Wappinger. 19. Non-Assignment. This Agreement may not be assigned. 20. 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 her 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 11th day of February, 2013. 21. 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. -10- IN WITNESSETH THEREOF, the parties have set their hands and seal this _ day of February, 2013 STATE OF NEW YORK COUNTY OF DUTCHESS TOWN OF WAPPINGER BARBARA A. GUTZLER, Supervisor By: TOWN OF WAPPINGER LITTLE LEAGUE ASSOCIATION, INC. CHRISTOPHER SCHOEN, President By: ss: On the day of February, 2013, before me, the undersigned, personally appeared BARBARA A. GUTZLER 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 she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF NEW YORK ) ss: COUNTY OF DUTCHESS ) On the day of February, 2013, before me, the undersigned, personally appeared CHRISTOPHER SCHOEN 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. Notary Public -11-