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

of any petition by or against Contractor under 277 any future bankruptcy act for the same or similar relief; 278 2. The dissolution or the commencement of any action or proceeding for the dissolution or 279 liquidation of Contractor, whether instituted by or against Contractor or for the appointment of a 280 receiver or trustee or the property of Contractor; 281 3. The taking possession of the property of Contractor by any governmental officer or 282 agency pursuant to statutory authority for the dissolution, rehabilitation, reorganization or 283 liquidation of Contractor; the levying by any governmental officer upon the Contractor' s 284 leasehold estate or is attempted to be sold under any execution or process of law; 285 4. The making by Contractor of any assignment for the benefit of creditors. If "(A)" shall 286 be involuntary on the part of Contractor, the event in question shall not be deemed a default 287 within the meaning of this Agreement in the absence of an adjudication thereof or final order 288 thereon, and if either "( A) ", "( B)" or "( C)" above shall be involuntary on the part of Contractor, 289 the event in question shall not be deemed a default within the meaning of this Agreement if 290 dismissed or vacated by Contractor within sixty ( 60) days thereof; 291 5. Abandonment of the Complex by Contractor; 292 6. Failure to maintain and provide the City with Certificates of Insurance prior to the start 293 of operations and on an annual basis by September 15'" during the entire term of this Agreement; 294 7. Failure in the performance of any other covenant or condition of this Agreement for a 295 period of ten ( 10) days after notice by the City to Contractor. 296 297 B. Remedies 298 In the event of any default by Contractor, the City shall serve a written notice by certified 299 mail, return receipt requested, upon Contractor requesting strict performance of the terms of this 300 agreement within ten ( 10) days. If Contractor fails to strictly perform the terms of this 301 agreement, the City may: 302 1. Elect to terminate this agreement on a specified date not less than twenty ( 20) days 303 after the date Contractor received the notice of default. 304 2. If the City elects to terminate this agreement, the City may immediately re -enter and 305 take possession of the Complex and remove all persons and property from it, by legal action or 306 otherwise, without being liable for any damage to Contractor for such actions. 307 3. If the City elects to terminate this agreement. the City may operate the Complex or re- 308 let the whole or any portion of said Complex to another contractor. 309 4. If the City elects to terminate this agreement, the City shall be entitled to recover from 310 Contractor, all proceeds received from the operation of the Complex from the date of 311 termination. 312 5. If Contractor neglects or refuses to maintain and keep in good repair the Complex 313 pursuant to Section I. E. above, the City shall give Contractor written notice of City' s intent to 314 perform such maintenance and repair and provide Contractor a reasonable time to conduct such 315 maintenance or repair. If Contractor fails to respond or conduct the maintenance or repairs, the 316 City shall have the right to proceed with such maintenance or repairs and to offset the cost of 317 such maintenance and repair from the Contractor's Compensation. In the case of safety 318 emergencies, the City reserves the right to require Contractor to make immediate repairs or to 319 conduct such emergency repairs itself. 320 321 C. Waiver Of Breach Packs P4 9T..:  15.1. a 322 No failure by either party to insist upon the strict performance of any term, covenants, 323 agreements, provision or condition of this Agreement or to exercise any right or remedy 324 consequent upon a breach thereof, shall constitute a waiver of any such breach or of such term, 325 covenant, agreement, provision or condition of this Agreement to be performed or complied with 326 by either party, and no breach thereof, shall be waived, altered or modified except by a written 327 instrument approved, by resolution, by the City Council or Contractor. No waiver of any breach 328 shall affect or alter this Agreement, but each and every term, covenant, agreement, provision and 329 condition of this Agreement shall continue in full force and effect with respect to any other then 330 existing or subsequent breach thereof. 331 332 SECTION 12: NOTICES 333 All notices required to be given shall be deemed given to either party by depositing the 334 same in the United States mail, postage prepaid, ( certified mail), and addressed to 335 336 Contractor 337 SWEDISH AMERICAN CONNECTION, INC. 338 808 Dawn Lane, Destin, FL 32541 339 340 City: 341 City Manager 342 City of Fort Walton Beach 343 107 Miracle Strip Pkwy, Fort Walton Beach, Florida 32548 344 345 SECTION 13: GOVERNING LAW 346 This agreement and the rights and liabilities of the parties to the agreement shall be 347 governed by the laws of the State of Florida. Venue for any action arising out of this agreement 348 shall lie in Okaloosa County. 349 350 351 SECTION 14: SOVEREIGN IMMUNITY 352 Nothing in this agreement shall be deemed a waiver by the City of its sovereign immunity, 353 nor shall any provision of this agreement be interpreted to affect the City's sovereign immunity. 354 355 SECTION 15: CONSTRUCTION 356 The Parties have participated jointly in the negotiation and drafting of this agreement. In the 357 event an ambiguity or question of intent or interpretation arises, this agreement shall be construed as 358 if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or 359 disfavoring any Party by virtue of the authorship of any of the provision of this agreement. 360 361 SECTION 16: ENTIRE AGREEMENT 362 This agreement represents the entire agreement between the City and Contractor and 363 supersedes all prior negotiations, representations or agreements, either written or oral. 364 Provisions of this agreement may be amended only by written instrument approved and signed 365 by the City and Contractor. 366 367 368 Executed on this day of 2013. 369 370 CITY OF FORT WALTON BEACH 371 372 373 By: 374 MICHAEL BEEDIE Witness 375 CITY MANAGER 376 377 378 Witness 379 380 ATTEST: 381 382 By: 383 HELEN SPENCER 384 385 STATE OF FLORIDA 386 COUNTY OF OKALOOSA 387 388 Affirmed and acknowledged before me this day of , 2013, by 389 Michael Beedie, City Manager, and Helen Spencer, City Clerk, of City of Fort Walton Beach, 390 Florida, who are personally known to me or have produced identification as indicated below. 391 392 Personally known: Produced Identification: 393 394 395 396 Notary Public 397 398 399 400 SWEDISH AMERICAN CONNECTION, INC. 401 402 403 By: 404 Erik Stenberg Witness 405 Its: OWNER 406 407 Witness 408 409 Affirmed and acknowledged before me this _ day of , 2013, by 410 Erik Stenberg, as Director, of Swedish American Connection, Inc., who is personally known to 411 me or have produced identification as indicated below. 412 413 Vj 414 Personally known: Produced Identification: 415 416 417 418 Notary Public 0m N 10  Tai 1 TENNIS CENTER CONTRACTOR AGREEMENT 2 3 between 4 5 CITY OF FORT WALTON BEACH, FLORIDA 6 and 7 SWEDISH AMERICAN CONNECTION, INC 8 9 THIS AGREEMENT, made and entered into by and between the CITY OF FORT 10 WALTON BEACH, a municipal corporation of the State of Florida, 107 Miracle Strip Parkway, 11 Fort Walton Beach, FL 32548, " City," and SWEDISH AMERICAN CONNECTION, INC., Mr. 12 Erik Stenberg, owner, 808 Dawn Lane, Destin, FL 32541, " Contractor." 13 14 SECTION 1: PREMISES & GRANT OF EXCLUSIVE RIGHT TO OPERATE 15 16 A. Description of Complex 17 18 The City owns the Municipal Tennis Center, ( " Complex "), located at 41 West Audrey Drive NW and more particularly described in Exhibit A attached and incorporated into this 19 agreement by reference. 20 21 B. Grant of Exclusive Use of Complex meN 22 In consideration of the covenants, conditions, agreements and stipulations provided in this 23 agreement, the City grants to Contractor the exclusive right to administer and operate the Tennis 24 Center at the Complex, and to sell related equipment, food and drink at the Complex. 25 26 C. Permitted Use of Complex 27 Contractor shall not use the Complex for any unlawful purpose and shall comply with all 28 laws and permitting requirements, as amended, applicable to the Complex or the business 29 conducted at the Complex. Contractor shall not use the Complex for or permit the operation of 30 any offensive nuisance or anything against public policy, or operate it in any way that will injure 31 or disturb the reputation of the City. 32 33 D. Safety Measures at Complex 34 Contractor shall take appropriate precautions to prevent fire at the Complex, maintaining 3.5 necessary fire detection devices and extinguishing equipment at all times. 36 37 E. Maintenance of Complex 38 Contractor acknowledges that the Complex is in good condition. Contractor shall keep 39 the Complex in a clean and sanitary condition at all times. 40 1. Contractor shall store all trash in appropriate containers provided by the City. 41 42 week. 43 2. Contractor shall provide janitorial services for the Complex building and pick up 44 litter throughout the Complex on a daily basis during the entire term of this agreement. 45 3. Contractor shall maintain all equipment in good working condition at all times, at 46 Contractor's own expense, for the operation of the Complex. 07°  15.1 b- 47 4. Contractor shall be responsible for replacing, with the exception