Fort Walton Beach Council agenda — 08-27-13--regular — reading text

Florida 119 Department of Revenue. 120 121 5. Federal tax return shall be submitted to the City by May 15th of each year during 122 the term of this agreement. 123 124 The Sales & Use tax return shall be submitted to the City on a monthly basis, no later than 1st 125 day of the month following the filing. 126 6. The City reserves the right to examine all books and records of Contractor at any 127 time during the two ( 2) year period following the termination of this Agreement. 128 129 130 SECTION 4: TAXES AND LICENSES 131 132 A. Real Property or Intangible Taxes 133 Although the Complex real property is owned by the City, a municipality, and as such, is 134 exempt from ad valorem real property taxation, this Agreement may create a possessory interest 135 or security interest for Contractor that could be subject to real property or intangible taxation. 136 Should this occur, Contractor agrees to pay such real property taxes prior to delinquency, except 137 in the case of contest of such taxation made in good faith. Contractor has the right to contest the  15. 1. a 138 validity or amount of real property or intangible taxes by means of appropriate proceedings 139 diligently pursued at Contractors sole expense. Contractor agrees that, upon final determination 140 of liability, it will promptly pay the amount of taxes found owing, along with any interest, 141 penalties or cost that may result from Contractor's contest. The City will cooperate with 142 Contractor in any such contest of the validity or amount of real property or intangible taxes, 143 provided the City is not required to pay any sums to Contractor or any third party as a result of 144 such cooperation. 145 146 B. Other Taxes 147 Contractor will pay all taxes, license fees or other governmental charges, ( including but 148 not limited to commercial personal property taxes, sales and use taxes, resort taxes, etc.) assessed 149 or imposed on the personal property of Contractor located at the Complex or upon the business 150 operations of Contractor conducted at the Complex, or upon the personal property of the City 151 used by Contractor at the Complex. 152 153 154 SECTION 5: OPERATIONS & GENERAL REGULATIONS AND POLICIES 155 156 A. Hours of Operation 157 1. Contractor shall operate the Complex in conjunction with all other Recreation 158 Facilities. Contractor shall notify the Recreation and Cultural Services Director of its intention to 159 close in the event of inclement weather. 160 161 162 B. Employees 163 I. Contractor will be responsible for all salary expenses and insurance for assistants 164 or employees hired by Contractor to work during hours the Complex is open to the public. 165 2. All employees of Contractor shall be neatly dressed at all times. Employees shall 166 conduct themselves courteously in their relations to the public. 167 3. Contractor and personnel working at the Complex shall not discriminate against 168 any person because of race, color, creed, sex, handicap, national origin or economic status by 169 refusing to famish such person any service or privilege offered or enjoyed by the general public 170 within programs designed and implemented by Contractor with the approval of the City. 171 172 C. General Policies 173 I. Contractor shall have the exclusive right of merchandising, selling and renting 174 merchandise and inventory at the Complex. Further, Contractor shall have the exclusive right to 175 solicit and string tennis equipment at the Complex. 176 2. Contractor shall have overall responsibility for the operations at the Complex. 177 Contractor shall design, implement, and supervise instructional, recreational, and related tennis 178 programs with the overall goal of making participation in each sport available to all members of 179 the community who seek it. Contractor will limit the number of courts utilized for teaching 180 lessons and tournaments to provide sufficient access for daily public use. The City reserves the 181 right to utilize the Complex at no charge for participants registered in various City camps. 182 3. Contractor has the exclusive right to conduct tennis lessons for compensation or 183 hire at the Complex and the Tennis Center courts shall not be used by other persons for teaching 184 private or group tennis lessons for compensation. No Tennis Professional, unless such 185 professional is employed by Contractor is authorized to teach lessons at the Complex, whether it 186 is to friends or persons solicited through advertising of any type for the purpose of tennis 187 instruction. 188 189 D. Signs 190 Contractor shall not erect, install, maintain or display any exterior sign at the Complex 191 without obtaining the pri or consent of the City Manager and the proper permit. Flashing and 192 flickering signs shall not be permitted at the Complex. Contractor may provide interior signs at 193 his discretion. 194 195 SECTION 6: TENANT' S FIXTURES 196 Contractor shall furnish and install ready for use, at his own expense, all the basic 197 equipment that is necessary to operate the Complex. The parties acknowledge that equipment 198 listed in Exhibit B attached to this agreement and incorporated by reference belongs to 199 Contractor. All the equipment listed has been provided by Contractor and shall remain the 200 property of Contractor and shall be removed by him at the termination of this agreement. If such 201 equipment is not removed within sixty ( 60) days after termination of this agreement, it shall 202 become the property of the City. Contractor is also required to supply all stock to be sold in the 203 Pro Shop. 204 205 SECTION 7: INSURANCE 206 207 A. Liability Insurance 208 Contractor shall, during the term, and at his sole expense, obtain and keep in force, with 209 Contractor and the City each named as additional insured, comprehensive public liability 210 insurance, personal injury, bodily injury, broad form property damage, operations hazard, 211 owner's protective coverage, contractual liability and products and completed operations liability 212 in limits not less than $ 500, 000 inclusive ( the aggregate limits of such insurance to apply 213 specifically to the Complex). Contractor shall also maintain at Contractor' s expense " All Risk" 214 Physical Damage insurance for Contractors property ( personal property, fixtures and leasehold 215 improvements in excess of Building Standards) in or on the Complex for the full insurable value 216 thereof, including an endorsement provided for ' loss of income" coverage. Contractor shall 217 furnish evidence satisfactory to the City of the existence of and maintenance of such insurance 218 prior to or contemporaneous with the commencement of the tern and thereafter at least fifteen 219 ( 15) days prior to the date on which such policy is required to be renewed. Contractor shall 220 obtain a written obligation on the part of each insurance company to notify the City at least thirty 221 ( 30) days prior to the cancellation of each insurance. 222 223 B. Workers Compensation 224 Contractor shall maintain in force a policy for worker' s compensation insurance and 225 unemployment compensation insurance in compliance with applicable Florida law. 226 227 C. Indemnity 228 Contractor shall protect, defend, indemnify and hold the City and the City's officials and 229 employees, harmless from all claims, demands, causes of action or liability, resulting from injury  15. 1. a 230 to or death of persons or damage to or loss of property sustained on or about the Complex and 231 arising from Contractor's operations or as a proximate result of the acts or omissions of 232 Contractor or its employees, agents, invitees or guests. Contractor shall also pay any legal 233 expenses the City may incur in establishing that Contractor or Contractor's insurer is responsible 234 under this section. This provision does not apply, however, to any such liability as may be the 235 result of the direct and proximate negligence or willful misconduct of the City or City's 236 employees or agents acting within the scope or their employment or agency or users of the City 237 retained areas. 238 239 SECTION S: WATER DAMAGE 240 The City shall not be liable for any damage to Contractors inventory and merchandise 241 done or occasioned by or from plumbing, gas, water, steam or other pipe or sewage or the 242 bursting, leaking or running of any cistern, sink, wash stand, water closet or waste pipe in, above, 243 upon or about said Complex, nor for damage occasioned by water being upon or coming through 244 the roof, skylights, trap door, or otherwise, nor for any damage arising from acts of negligence of 245 Contractor or other occupants of the Complex. 246 247 SECTION 9: ASSIGNMENT AND SUBLETTING 248 Contractor shall not assign this Agreement or sublet all or any portion of the Complex or 249 enter into an agreement without prior written consent of the City. The City may withhold consent 250 to sublet or assign this agreement if such sublet or assignment does not permit the City to receive m 251 the rentals and profits from the sublet or assignment. Contractor shall notify the City of any N, 252 proposed assignment or subletting at least forty -five ( 45) days prior to the proposed effective 253 date of such assignment or subletting. The City shall in good faith endeavor to respond within 254 forty -five (45) days. In the event that any such assignment or subletting is approved by the City, 255 the assignee or sublessee shall agree in writing to be bound by all of the convents of this 256 Agreement required of Contractor. The City shall have the unqualified right to assign its rights 257 and obligations under this Agreement, but any such assignment by the City shall not impair the 258 Contractor' s rights under this Agreement. Approval of an assignment of this agreement shall be 259 conditioned upon the payment by Contractor of two hundred fifty ($250) dollars which shall be 260 non- refundable and intended to cover the City' s administrative costs and legal expenses incurred 261 in the review of the proposed assignment. 262 263 SECTION 10: FAILURE TO OPERATE 264 If Contractor fails to keep the Complex open for business on a consistent basis, in any 265 rolling twelve ( 12) month period, excluding Holidays as set forth in Section 5A above, the City 266 may cancel this Agreement pursuant to the provisions of Section 14 below. 267 268 SECTION 11: DEFAULT & REMEDIES 269 270 A. Default 271 Each of the following shall be deemed a default by Contractor and a breach of this 272 Agreement: 273 1. The filing of a petition by or against Contractor for adjudication as a debtor within the 274 meaning of Chapter 7 or Chapter 13 or other provisions of the Bankruptcy Act, as now or 275 hereafter amended or supplemented, or for reorganization or arrangement within the meaning of 6 276 Chapter 11 of said Bankruptcy Act, or the filing