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

5. Contractor and personnel working at the Complex shall not discriminate against 197 any person because of race, color, creed, sex, handicap, national origin or economic status by 198 refusing to famish such person any service or privilege offered or enjoyed by the general public 199 within programs designed and implemented by Contractor with the approval of the City. 200 201 D. General Policies 202 1. Contractor shall have the exclusive right of merchandising, selling and renting 203 merchandise and inventory at the Complex. Further, Contractor shall have the exclusive right to 0a 204 solicit and string tennis equipment at the Complex. N 205 2. Contractor shall have overall responsibility for the operations at the Complex and 206 207 Contractor shall design, implement, and supervise instructional, recreational, and related tennis 208 programs with the overall goal of making participation in each sport available to all members of 209 the community who seek it. Contractor will limit the number of courts utilized for teaching 210 lessons and tournaments to provide sufficient access for daily public use. The City reserves the 211 right to utilize the Complex at no charge for participants registered in various City camps. 212 3. Contractor has the exclusive right to conduct tennis lessons for compensation or 213 hire at the Complex and the Tennis Center courts shall not be used by other persons for teaching 214 private or group tennis lessons for compensation. No Tennis Professional, unless such 215 professional is employed by Contractor is authorized to teach lessons at the Complex, whether it 216 is to friends or persons solicited through advertising of any type for the purpose of tennis 217 instruction. 218 219 E. Sign 220 Contractor shall not erect, install, maintain or display any exterior sign at the Complex 221 without obtaining the prior consent of the City Manager and the proper permit. Flashing and 222 Flickering signs shall not be permitted at the Complex. Contractor may provide interior signs at 223 his discretion. 224 225 SECTION 6: TENANT' S FIXTURES 226 Contractor shall famish and install ready for use, at his own expense, all the basic 227 equipment that is necessary to operate the Complex. The parties acknowledge that equipment 228 listed in Exhibit B attached to this agreement and incorporated by reference belongs to 229 Contractor. All the equipment listed has been provided by Contractor and shall remain the  15. 1 .6 230 property of Contractor and shall be removed by him at the termination of this agreement. If such 231 equipment is not removed within sixty ( 60) days after termination of this agreement, it shall 232 become the property of the City. Contractor is also required to supply all stock to be sold in the 233 Pro Shop. 234 235 SECTION 7: INSURANCE 236 237 A. Liabilitv Insurance 238 Contractor shall, during the term, and at his sole expense, obtain and keep in force, with 239 Contractor and the City each named as additional insured, comprehensive public liability 240 insurance, personal injury, bodily injury, broad form property damage, operations hazard, 241 owner' s protective coverage, contractual liability and products and completed operations liability 242 in limits not less than $ 500,000 inclusive ( the aggregate limits of such insurance to apply 243 specifically to the Complex). Contractor shall also maintain at Contractors expense " All Risk" 244 Physical Damage insurance for Contractor's property ( personal property, fixtures and leasehold 245 improvements in excess of Building Standards) in or on the Complex for the full insurable value 246 thereof, including an endorsement provided for " loss of income" coverage. Contractor shall 247 furnish evidence satisfactory to the City of the existence of and maintenance of such insurance 248 prior to or contemporaneous with the commencement of the term and thereafter at least fifteen 249 ( 15) days prior to the date on which such policy is required to be renewed. Contractor shall 250 obtain a written obligation on the part of each insurance company to notify the City at least thirty 251 ( 30) days prior to the cancellation of each insurance. 252 253 B. Workers Compensation 254 Contractor shall maintain in force a policy for worker's compensation insurance and 255 unemployment compensation insurance in compliance with applicable Florida law. 256 257 C. Indemnitv 258 Contractor shall protect, defend, indemnify and hold the City and the City' s officials and 259 employees, harmless from all claims, demands, causes of action or liability, resulting from injury 260 to or death of persons or damage to or loss of property sustained on or about the Complex and 261 arising from Contractor's operations or as a proximate result of the acts or omissions of 262 Contractor or its employees, agents, invitees or guests. Contractor shall also pay any legal 263 expenses the City may incur in establishing that Contractor or Contractors insurer is responsible 264 under this section. This provision does not apply, however, to any such liability as may be the 265 result of the direct and proximate negligence or willful misconduct of the City or City' s 266 employees or agents acting within the scope or their employment or agency or users of the City 267 retained areas. 268 269 SECTION S: WATER DAMAGE 270 The City shall not be liable for any damage to Contractor's inventory and merchandise 271 done or occasioned by or from plumbing, gas, water, steam or other pipe or sewage or the 272 bursting, leaking or running of any cistern, sink, wash stand, water closet or waste pipe in, above, 273 upon or about said Complex, nor for damage occasioned by water being upon or coming through 274 the roof, skylights, trap door, or otherwise, nor for any damage arising from acts of negligence of 275 Contractor or other occupants of the Complex. Patk4i' Ik¢. 1  15.1. b 276 277 SECTION 9: ASSIGNMENT AND SUBLETTING 278 Contractor shall not assign this Agreement or sublet all or any portion of the Complex or 279 enter into an agreement without prior written consent of the City. The City may withhold consent 280 to sublet or assign this agreement if such sublet or assignment does not permit the City to receive 281 the rentals and profits from the sublet or assignment. Contractor shall notify the City of any 282 proposed assignment or subletting at least forty -five ( 45) days prior to the proposed effective 283 date of such assignment or subletting. The City shall in good faith endeavor to respond within 284 forty -five ( 45) days. In the event that any such assignment or subletting is approved by the City, 285 the assignee or sublessee shall agree in writing to be bound by all of the convents of this 286 Agreement required of Contractor. The City shall have the unqualified right to assign its rights 287 and obligations under this Agreement, but any such assignment by the City shall not impair the 288 Contractor' s rights under this Agreement. Approval of an assignment of this agreement shall be 289 conditioned upon the payment by Contractor of two hundred fifty ($250) dollars which shall be 290 non -refundable and intended to cover the City' s administrative costs and legal expenses incurred 291 in the review of the proposed assignment. 292 293 SECTION 10: FAILURE TO OPERATE 294 If Contractor fails to keep the Complex open for business for ten ( 10) days on a 0 295 consistent basis, in any rolling twelve ( 12) month period, excluding Holidays as set forth in N 296 Section 5A above, the City may cancel this Agreement pursuant to the provisions of Section 14 297 below. 298 299 SECTION 11: DEFAULT & REMEDIES 300 301 A. Default 302 Each of the following shall be deemed a default by Contractor and a breach of this 303 Agreement: 304 I. The filing of a petition by or against Contractor for adjudication as a debtor within the 305 meaning of Chapter 7 or Chapter 13 or other provisions of the Bankruptcy Act, as now or 306 hereafter amended or supplemented, or for reorganization or arrangement within the meaning of 307 Chapter 11 of said Bankruptcy Act, or the filing of any petition by or against Contractor under 308 any future bankruptcy act for the same or similar relief; 309 2. The dissolution or the commencement of any action or proceeding for the dissolution or 310 liquidation of Contractor, whether instituted by or against Contractor or for the appointment of a 311 receiver or trustee or the property of Contractor; 312 3. The taking possession of the property of Contractor by any governmental officer or 313 agency pursuant to statutory authority for the dissolution, rehabilitation, reorganization or 314 liquidation of Contractor; the levying by any governmental officer upon the Contractor's 315 leasehold estate or is attempted to be sold under any execution or process of law; 316 4. The making by Contractor of any assignment for the benefit of creditors. If "(A)" shall 317 be involuntary on the part of Contractor, the event in question shall not be deemed a default 318 within the meaning of this Agreement in the absence of an adjudication thereof or final order 319 thereon, and if either "( A) ", "(B)" or "( C)" above shall be involuntary on the part of Contractor, 320 the event in question shall not be deemed a default within the meaning of this Agreement if 321 dismissed or vacated by Contractor within sixty ( 60) days thereof;  5.1 b 322 5. Abandonment of the Complex by Contractor; 323 6. Failure to maintain and provide the City with Certificates of Insurance prior to the start 324 of operations and on an annual basis by September 151h during the entire term of this Agreement; 325 7. Failure in the performance of any other covenant or condition of this Agreement for a 326 period of ten ( 10) days after notice by the City to Contractor. 327 328 B. Remedies 329 In the event of any default by Contractor, the City shall serve a written notice by certified 330 mail, return receipt requested, upon Contractor requesting strict performance of the terms of this 331 agreement within ten ( 10) days. if Contractor fails to strictly perform the terns of this 332 agreement, the City may: 333 I. Elect to terminate this agreement on a specified date not less than twenty ( 20) days 334 after the date Contractor received the notice of default. 335 2. If the City elects to terminate this agreement, the City may immediately re -enter and 336 take possession of the Complex and remove all persons and property from it, by legal action or 337 otherwise, without being liable for any damage to Contractor for