HomeMy WebLinkAboutGreen Square, Inc. Agreement GREEN SQUARE INC.
AGREEMENT TO PROVIDE
PROFESSIONAL TENNIS
MANAGEMENT AND OPERATIONS
SERVICES AT THE CITY'S FLAMINGO
TENNIS CENTER
INDEX
SECTION TITLE PAGE
1
2.
3.
3.1
3.2
3.3
3.4
3.5
3.6
4.
4.1
4.2
4.3
5.
6.
7.
7.2
8.
8.1
8.2
8.3
8.4
8.5
9.
9.1
9.2
9.3
10.
10.1
10.2
10.3
10.4
10.5
10.6
11.
11.1
11.2
11.3
11.4
11.5
11.6
11.7
TERM ......................................................................................................... 4
CENTER ..................................................................................................... 5
USE(S) ....................................................................................................... 6
Public Tennis Facility .................................................................................. 6
Prohibited Activities .................................................................................... 7
Food and Beverage .................................................................................... 7
Pro Shop Sales ................................................................................ 8
Hurricane Evacuation Plan .............................................................. 8
City Occupational Licenses .................................................... 9
FINANCIAL REQUIREMENTS ................................................................... 9
Performance Bond or Alternative Security ....................................... 9
Minimum Guarantee ........................................................................ 9
Sales and Use Tax .................... ' ................................................... 11
MA!NTENANCE AND EXAMINATION OF RECORDS ............................ 11
INSPECTION AND AUDIT ....................................................................... 12
TAXES, ASSESSMENTS, AND UTILITIES ............................................. 12
Procedure if Ad Valorem Taxes Assessed .................................... 13
EMPLOYEES ........................................................................................... 13
Principals ................................................................................................. 13
Independent Contractors ............................................................... 13
Professional Tennis Instructor Certification .......................... , ........ 14
Uniforms, Identification & Character .............................................. 14
Background and Drug Screening Requirements ........................... 14
HOURS OF OPERATION & COURT USAGE .......................................... 14
Hours of Daily Operations .............................................................. 14
Change in Hours of Operation ....................................................... 14
Courts Usage ........... i ..................................................................... 14
TENNIS FEES, CHARGES AND PROGRAMS & RELATED SERVICES 15
Prices for Hourly Tennis Fees, Annual Permits and Youth Play .... 15
Contractor Professional Tennis Instruction Fees ........................... 15
Establishment/Posting of All Fees ................................................ 15
Increased Fees Process ................................................................ 15
Initial Programs Offering as Stipulated by Contractor .................... 15
Approval of Printed Materials ......................................................... 15
ALTERATIONS, MAI NTENANCE, REPAI RS & SECURITY .................... 16
Building Alterations. ~ ............................................................................... 16
Building(s) and Facilities Maintenance ......................................... 16
Courts and Related Facilities Maintenance Standards .................. 16
Litter, Garbage and Debris Removal ............................................. 16
Equipment ..................................................................................... 17
Ordedy Operation ......................................................................... 17
No Dangerous Materials ............................................................... 17
2
SECTION TITLE PAGE
11.8
11.9
12
13
13.4
13.5
13.6
13.7
14
14.1
14.2
14.3
14.4
14.6
14.7
15.
16.
16.2
17.
18.
19.
19.1
19.2
19.3
19.4
20.
20.1
20.2
20.3
20.4
20.5
20.6
20.7
20.8
20.9
20.10
20.11
20.12
20.13
20.14
20.15
21.
22.
Security ......................................................................................... 18
Inspection ..................................................................................... 18
INSURANCE ............................................................................................ 18
INDEMNITY ........ : ..................................................................................... 19
Subrogation ................................................................................... 19
Force Majeure ............................................................................... 20
Labor Dispute ................................................................................ 20
Waiver of Loss From Hazards ....................................................... 20
DEFAULT AND TERMINATION ....................................................... ~ ....... 20
Bankruptcy ..................................................................................... 21
Default in Payment ........................................................................ 21
Non-Monetary Default ................................................................... 21
City's Remedies for Contractor's Default ....................................... 21
Suspension of Agreement Due to Closure of Center ..................... 22
Surrender of Center ....................................................................... 23
ASSIGNMENT .......................................................................................... 23
SPECIAL EVENTS ................................................................................... 24
City Special Events ........................................................................ 24
NO IMPROPER USE ............................................................................... 25
NOTICES ................................................................................................. 25
LAWS ....................................................................................................... 26
Compliance .......................................... .......................................... 26
Governing Law ............................................................................... 26
Equal Employment Opportunity ..................................................... 26
No Discrimination .......................................................................... 26
MISCELLANEOUS ................................................................................... 27
No Partnership ............................................................................... 27
Modifications .................................................................................. 27
Complete Agreement..: .................................................................. 27
Headings ....................................................................................... 27
Binding Effect ................................................................................ 27
Clauses .......................................................................................... 27
Severability .................................................................................... 27
Right of Entry ................................................................................. 28
Not a Lease ................................................................................... 28
Signage ......................................................................................... 28
Conflict of Interest .......................................................................... 28
Reasonableness ............................................................................ 28
Procedure for Approvals and/or Consents ..................................... 28
No Waiver ................................................ : .................................... 29
No Third Party Beneficiary .......................................................... .,..29
LIMITATION OF LIABILITY ...................................................................... 29
VENUE ..................................................................................................... 29
Signature Page ......................................................................................... 30
EXHIBITS
3
AGREEMENT BETWEEN
CITY OF MIAMI BEACH, FLORIDA AND GREEN SQUARE, INC.
FOR TENNIS MANAGEMENT AND OPERATIONS SERVICES
AT THE CITY'S FLAMINGO TENNIS CENTER
THIS AGREEMENT made the 10th day of April, 2002, between the CITY OF MIAMI
BEACH, a municipal corporation of the State of Florida (hereinafter called "City"), having its
principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and
GREEN SQUARE, INC., a corporation of the State of Florida, with offices at 4500 Royal
Palm Avenue, Miami Beach, Florida 33140 (hereinafter called "Contractor").
WITNESSETH
WHEREAS, on June 8, 2001, Request for Proposals No. 8-00/01, for Professional Tennis
Management and Operation Services at the City's Flamingo and/or North Shore Tennis
Park Centers (the RFP) was issued with a due date for submission of proposals of July
17, 2001; and .
WHEREAS, on January 9, 2002, the Mayor and City Commission accepted the
recommendations of the City Manager and authorized the Administration to enter into
negotiations with CONTRACTOR, as the most qualified proposer pursuant to the RFP, to
manage and operate the Flamingo Tennis Center (the Center); and
WHEREAS, the Administration and the principals of CONTRACTOR have been meeting to
negotiate the terms of this Agreement; and
WHEREAS, these meetings have successfully concluded with the terms and conditions
stated herein, as the basis of the Agreement for the comprehensive professional tennis
management and operations services at the Center.
NOW THEREFORE, in consideration of the Premises and the mutual covenants and
conditions herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, it is agreed by the parties
hereto as follows:
The City hereby grants to the CONTRACTOR, and the CONTRACTOR hereby accepts
from the City, the exclusive right to operate and manage the Center, as defined herein, in
conformance with the purposes and for the period stated herein, and subject to all the
terms and conditions herein contained.
SECTION 1. TERM.
1.1
This Agreement shall be for an initial term of three (3) years, commencing on
April 15, 2002 (the "Commencement Date"), and ending on April 14, 2005.
1.2
Notwithstanding subsection 1.1 above, the City shall have the option to terminate
this Agreement at the conclusion of the second year, at its convenience and
without cause or penalty.
· 4
1.3
The City shall have the right, at its sole option and discretion, and provided further
that CONTRACTOR is in good standing under the Agreement to renew this
Agreement for two (2) additional one-year terms. CONTRACTOR shall provide City
with written notice of its intent to be considered for renewal of the Agreement no
earlier than ninety (90) but no later than sixty (60) days prior to the expiration of the
initial term, or any exercised option term, as the case may be; which renewal shall
be at the City's discretion.
In the event of any renewal of this Agreement, the City reserves 'the right to
renegotiate any and all terms contained herein.
1.4
Notwithstanding any term contained in this Section, whether in the initial term or a
renewal term(s), as the case may be, the CONTRACTOR acknowledges that the
City intends to develop a schedule of capital improvements 'for the Center, which
during the term of this Agreement, may entail a closure of all, or a portion of, the
Center, at the City's sole discretion. In the event that the City closes down the
Center for the purpose of undertaking a capital improvement plan thereon, then the
parties agree that this Agreement and the Agreement term may be suspended until
the capital improvements are completed and the Center is reopened. In the event
that the City determines to close the Center, as provided herein, it shall as a
courtesy provide at least ninety (90) days prior written notice to CONTRACTOR of
same, and said suspension of the Agreement shall become effective upon the date
specified in said notice. CONTRACTOR, as a result of the closure of the Center, as
provided herein, shall upon receipt of notice from the City, coordinate said
suspension with the City's Parks and 'Recreation Department such that the services
contemplated herein are continued to be provided up to the closure of the Center,
and an orderly transition occurs.
SECTION 2. CENTER TO BE MANAGED:
2.1
The City has employed the CONTRACTOR to operate, manage and maintain, and
CONTRACTOR agrees to same, the following recreation facility (hereinafter
referred to as the Center):
That certain City-owned recreational facility commonly known
as the Flamingo Tennis Center, located at 11th Street and
Jefferson Avenue, together with all buildings, improvements
and fixtures located thereon; provided that the Holtz Stadium
VIP building shall be exclusively reserved and available for the
use of the 'City's Recreation Division from June 1st to
September 1st each year, for its Summer Camp programs. The
Center's premises included are further delineated in Exhibit "B"
(Site Map of Center), attached hereto.
2.2
CONTRACTOR herein accepts the Center in its "as is" condition with all buildings,"
improvements and fixtures, and agrees that the City shall have no obligation to
improve, repair, restore, refurbish, or otherwise incur any expense in improving or
changing the condition of the Center at any time during the term of this Agreement,
unless as agreed upon by the City.
5
Prior to the Commencement Date, City and CONTRACTOR shall coordinate a
meeting and site inspection of the Center to establish a baseline of existing
conditions. Contractor shall notify the City of any necessary repairs, and the City
shall make such repairs if, in its discretion, it deems necessary.
2.3
This Agreement is subject to all existing utility lines or facilities, dghts of way, and
ingress and egress to City-retained areas, and the City's right to replace and/or
maintain same, whether or not such matters have been recorded in the Public
Records of Miami-Dade County, Florida. This shall include, but not be limited to,
any and all underground and aboveground utilities located on the Center. The City
also reserves the right to construct, install and maintain utilities that it deems, in its
sole discretion, to be necessary or beneficial to the operation of the City. City
agrees to give CONTRACTOR reasonable notice prior to commencing any such
construction, installation, or maintenance of utilities that may result in a temporary
closure of a court or courts, or any other portion of the Center. CONTRACTOR
reserves the right to cancel or otherwise close all other portions of the Center
including specific banks of courts, until such time as the work is completed or the
closed Center or portion thereof can be re-opened, whichever comes first. Any
disturbance or damage to City-owned or City-authorized utilities located on, under,
or over the Center, caused as a result of CONTRACTOR'S negligence, shall be
promptly repaired at CONTRACTOR'S expense.
SECTION 3. USE (S).
The CONTRACTOR is hereby authorized to conduct the following kind(s) of businesses
and provide the following kind(s) of services within the Center, as provided below; all at its
sole cost and expense:
3.1
Public Tennis Facility
CONTRACTOR agrees it will use the Center solely for the operation of a public
tennis facility. This use shall include the operation of the tennis courts, pro shop,
food and beverage concession facilities, as shall be approved by the City, and
CONTRACTOR'S office. Services shall include those customarily associated with
the operation of a public tennis center, including permitted Special Events (as
defined in Section 16) related to such public tennis center activities, and those
specifically included in the Request for Proposals No. 8-00/01, Scope of Services,
attached hereto as Exhibit "C".
No other use and/or business shall be conducted at the Center without the prior
written approval of the City Manager or his designee.
3.1.1 The City and CONTRACTOR agree and acknowledge that the
public's use of the Center is a prime consideration and must be balanced
accordingly with the services to be provided by the CONTRACTOR to the
public and the respective financial remunerations to City and
CONTRACTOR, respectively, pursuant to this Agreement. Accordingly,
CONTRACTOR acknowledges and agrees that the public's right to use the
Center shall nOt be infringed upon by any activity or CONTRACTOR other
than as set forth in this Agreement. Upon execution of the Agreement,
3.2
3.3
CONTRACTOR acknowledges that the Center is public and as such its
operation may not restrict, or appear to restrict, access to the general public,
or in anyway limit the public nature or ambiance of the Center other than as
set forth in this Agreement. CONTRACTOR will conduct its operations so as
to maintain a reasonably quite and tranquil environment for the adjacent
area, and make no public disturbances.
It is the City's intent, and CONTRACTOR hereby agrees and acknowledges
same, to provide high-quality, affordable tennis services to the City's
residents and visitors; to meet the demands of its hotel community for access
to high quality tennis facilities within Miami Beach; and to progressively
upgrade tennis service at the Center.
Prohibited Activities
CONTRACTOR shall not use the Center for any unlawful purpose and shall
comply with all laws and permitting requirements now in force or hereafter
adopted, applicable to the Center, and/or uses and businesses conducted
on t.he Center. CONTRACTOR agrees not to use the Center for, or to permit
the operation of any offensive, noisy or dangerous activity, nuisance or
anything against public policy. There shall be no living quarters at the Center,
nor shall anyone be permitted to live at the Center. Except as may result
from acts of force majeure, CONTRACTOR agrees that it will not allow the
Center to become unoccupied or vacant. CONTRACTOR shall take
appropriate precautions to prevent fire on the Center; maintaining existing
fire detection devices and extinguishing equipment at all times.
CONTRACTOR will not permit the outside use of any musical instrument or
noise-making device on the Center that is in violation of the City's
established Noise Ordinance.
Food and Beveraqe Service
3.3.1 As authorized by the City, the CONTRACTOR shall prepare, or cause to be
prepared, for sale within City-approved locations within the Center, such
cooked, prepared, and/or prepackaged foods and such non-alcoholic
beverages, as approved by the City Manager or his designee.
3.3.2
All food and beverage service to be offered must have the prior wdtten
authorization of the City. The City Manager or his designee shall approve, in
writing, the types of food and beverages, and prices for same, to be sold at
the Center, prior to such sale; and shall further approve any changes,
whether as to type of food and beverages to be sold, or as to changes in
prices, in writing, prior to implementing a change. Prior to the
Commencement Date or, if later, prior to the sale of any food and beverages
at the Center, CONTRACTOR shall submit a written list (or menu) indicating
the types of food and beverages to be sold, and prices for same.
CONTRACTOR shall be solely responsible for updating and maintaining a
current list (menu) of all food and beverages, and pdces for same,
throughout the term of this Agreement.
7
3.3.3
All food and beverages sold at the Center will be properly prePared and
served in compliance with all applicable health and sanitary standards. The
quality' of food, food costs, and service shall be comparable to other
municipal tennis centers in the Miami-Dade County area. All food and
beverage dispensing facilities shall be approved by the City and shall be
maintained in a clean and sanitary manner. All food and beverages sold will
be intended for consumption on the Center premises, and shall be dispensed
from inside the Center. Food and beverage containers for items permitted to
be taken outside approved dispensing facilities will be subject to regulation
by the CONTRACTOR for the purpose of controlling and preventing litter.
3.3.4
Food and bever~ige services shall be offered to patrons at all times as a
reasonable demand for such service exists. All required licenses, permits
and other certifications necessary to provide food and beverage services
must be obtained and maintained by the CONTRACTOR at its sole cost.
3.3.5
At least one supervisory employee of CONTRACTOR must possess a Food
Service Management Certification issued by a County Public Health
Department in Florida, as required by law. In addition, CONTRACTOR must
obtain all licenses required by the Florida Department of Business
Regulation, Division of Hotels and Restaurants, the Department of
Agriculture and/or as may further be required by State law, and as required
by corresponding agencies to sell the food or beverages that CONTRACTOR
is authorized to sell.
3.3.6
The City Manager or his designee may allow cooking and heating at the
Center but only for Special Events, as. defined in Section 16, or:~Jpon
CONTRACTOR obtaining the prior written consent of the City. For purposes
of this subsection 3.3, "cooking and heating" shall not include a prohibition
against food that is prepared or re-heated in a microwave and/or hot
beverages such as coffee and tea.
3.4
Sale of Tennis Pro Shop Related Items and Services.
CONTRACTOR may offer for sale those tennis related items such as tennis balls,
tennis racquets, shoes, shirts, towels, etc., and offer related services such as
equipment and ball machine rentals, racquet restringing, and grip replacement.
Prices shall be substantially in accordance with the pdce ranges of other similar
public tennis centers. A list of all items and services to be offered for sale, and the
respective price ranges for same, must be approved in writing by the City Manager
or his designee, prior to such sales and/or additions being implemented, and
updated, as deemed necessary, at the discretion of the City Manager and/or his
designee.
3.5
Hurricane Evacuation Plan.
CONTRACTOR agrees to comply with the City's Hurricane Evacuation Plan and will
cooperate fully with the instructions given by the City's representative to initiate the
plan immediately upon notice of the issuance of a Hurricane Warning by the Miami-
Dade County Office of Emergency Management. CONTRACTOR shall, at a
minimum, secure the Center and all related materials in accordance with the
8
procedures included in the City's Recreation Division Hurricane Evacuation Plan, as
included in Exhibit "D," attached hereto.
3.6
Occupational Licenses.
CONTRACTOR shall obtain, at its sole cost and expense, any and all occupational
licenses required by law, as amended from time to time, for all proposed uses
contemplated in this Agreement. Occupational licenses shall also be required and
obtained for each individual professional tennis instructor providing lessons and / or
clinics at the Center.
SECTION 4. Financial Requirements
4.1 Performance
4.1.1
Bond or Alternative Security.
On or before the Commencement Date, CONTRACTOR shall furnish
the City Manager or his designee with one of the following:
(i)
A Performance Bond, in the amount of One Hundred Thousand
Dollars ($100,000.00), to secure the faithful performance of this
Agreement. A cash deposit, irrevocable letter of credit, the
establishment of a joint trust or certificate of deposit (collectively, the
"Alternate Security") may also suffice, as determined by the City in its
discretion. The form of the Performance Bond or Alternate Security
shall be as required and pre-approved by the City Manager or his
designee. In the event that a Certificate of Deposit is approved, it shall
be a One Hundred Thousand Dollar ($100,000.00) one-year
Certificate of Deposit in favor of the City, which shall be automatically
renewed, the odginal of which shall be held by City. The
CONTRACTOR shall be required to maintain said Performance Bond
or Alternate Security, as accepted by City, in full force and effect
throughout the Term of this Agreement.
(ii)
A letter, in a form satisfactory to the City Manager or his designee,
from a federally insured financial institution evidencing, as of the date
of the letter, CONTRACTOR'S ability to provide the necessary funds
to perform pursuant to the Agreement.
The parties agree and acknowledge that the preceding conditions (i)-(ii) are
intended to be conditions subsequent to the City's approval of this Agreement.
Accordingly, in the event that CONTRACTOR does not satisfy the aforestated
conditions on or before the Commencement Date, then the City Manager or his
designee may immediately, without further demand or notice, and without liability to
the City, terminate this Agreement without being prejudiced aS to any remedies
which may be available to him for breach of contract.
4.2
Payment of Expenses/City's Minimum Guarantee/Payment to Contractor.
In consideration of the management and operational rights granted the
CONTRACTOR pursuant to this Agreement, and CONTRACTOR'S further
agreement and acknowledgement to perform and furnish the management and
operational services; professional skills and qualified personnel; systems; and
materials consistent with the management and operations of other first class public
tennis centers, the City and CONTRACTOR herein agree that the CONTRACTOR
shall collect and maintain (in accordance with generally acceptable accounting
principles) on behalf of the City, all revenues, as such term is defined in subsection
4.2.3, generated at and from the Center including, but not limited to, all tennis
instruction, lessons and clinics; court rental fees; sales, equipment rental, pro shop
sales, and the sale and operation of a food and beverage concession.
All said revenues collected by the CONTRACTOR shall be deposited into an
account of the City established pursuant to this Agreement, and to be maintained
solely for the purpose(s) of the management, operation and maintenance of said
Center including, without limitation, to pay for all budgeted operational expenses
arising from the management or operation of the Center. Interest accrued in the
account shall be part of the operating income.
Except as provided in subsection 4.2.2, CONTRACTOR is authorized to withdraw
from such account amounts necessary to pay, or reimburse CONTRACTOR, for the
payment o.f all budgeted operational expenses arising from the management and
operation of the Center, including its management fee, as set forth in the approved
operating budget, as set forth in 4.2.4, during the term of this Agreement, but, in the
case of the management fee, on no more than a bi-weekly basis (except. as
otherwise approved by the City's Finance Director).
CONTRACTOR shall submit, within twenty-five (25) days following the close of eabh
month, or as reasonably prescribed by the City, copies of records and reports
related to the receipts and expenditures with respect to all expenses and revenues
generated during such month at the Center. Such records and reports shall be in a
form satisfactory to the City's Finance Director, and shall include a comparison of
revenues and expenses for the two (2) months prior to the report being submitted.
The City shall review all operating expenses but shall have no obligation whatsoever
to reimburse CONTRACTOR for any cash flow deficiencies.
CONTRACTOR, upon receipt thereof from the depository bank, shall submit to the
City copies of all deposits, withdrawals, and bank statements concerning the
account established for the Center pursuant to this subsection 4.2. Additionally,
there shall be a reconciliation of all accountin~ within 15 working days following the
completion of each Agreement year (April 15 - April 14th) during the term hereof.
4.2.1
Notwithstanding anything to the contrary in this subsection 4.2, the
City shall without limitation withdraw, on the last work day of each
month during the term of this Agreement, the following amounts: for
the months of May through October 2002, 10% of the gross revenues
for the Center from the preceding calendar month, or portion thereof,
and for the months of November 2002 through May, 2005, the greater
of (i) the percentage of gross revenues for the preceding calendar
month, or portion thereof, as set forth in Exhibit A to this Agreement;
or (ii) $4,000, whichever is greater.
l0
4.2.2
CONTRACTOR'S right to make withdrawals of its management fee
from the City account, as set forth in this subsection 4.2, shall be
subject to the withdrawal rights of the City's payment, as set forth in
subsection 4.2.1. CONTRACTOR shall not make any withdrawals
from the City account for its management fee if such withdrawal would
result in a balance in the City account that is equal to or less than the
monthly amount the City is entitled to withdraw that month pursuant to
this subsection.
4.2.3
The term "gross revenues" or "revenues," as used herein, is
understood to mean all income collected or accrued by the
CONTRACTOR with respect to the Center pursuant to this
Agreement, excluding amounts of any Federal, State, or City sales
tax, or other tax, governmental imposition, assessment, charge or
expense of any kind, collected by the CONTRACTOR pursuant to this
Agreement, and required by law to be remitted to the taxing or other
governmental authority.
4.2.4
During the term of this Agreement, CONTRACTOR shall prepare and
submit to the City, prior to October l't of each fiscal year or portion
thereof that is within the term hereof, a proposed, detailed line-item
annual operating budget for the Center, in compliance with a format
reasonably requested by the City's Finance Director. CONTRACTOR
shall also prepare and submit, prior to October l't of each fiscal year
that is within the term hereof, a cash flow budget, based on its
submitted operating budget for such fiscal year. The operating
budget and the cash flow budget shall be approved by the Finance
Director, with such modifications as the Finance Director shall make.
4.3
Sales and Use Tax.
It is also understood that payment of any required Florida State Sales and Use Tax
shall be the responsibility of CONTRACTOR. It is the City's intent that it is to receive
all payments due from CONTRACTOR (as contemplated in 4.2.1) as net of such
Florida State Sales and Use Tax.
SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS.
CONTRACTOR shall maintain current, accurate, and complete financial records on an
accrual basis of accounting related to its operations pursuant to this Agreement. Systems
and procedures used to maintain these records shall include a system of internal controls
and all accounting records shall be maintained in accordance with generally accepted
accounting principles and shall be open to inspection and audit, but not photocopying, by
the City Manager or his designee upon reasonable prior request and dudng normal
business hours. Such records and accounts shall include a breakdown of revenues,
expenSes, and profit and loss statements. CONTRACTOR shall maintain accurate receipt-
printing cash registers or a like alternative at the Center which will record and show the
payment for every sale made or service provided on the Center; and such other records
shall be maintained as would be required by an independent CPA in order to audit a
statement of annual revenues and profit and loss statement pursuant to generally accepted
accounting principles.
SECTION 6. INSPECTION AND AUDIT
CONTRACTOR shall maintain its financial records pertaining to its operations for a period
of three (3) years after the conclusion of any contract year and such records shall be open
and available to the City Manager or his designee, as deemed necessary by the City
Manager or his designee, but shall not be subject to photocopying.
CONTRACTOR shall maintain all such records at its principal office, currently located at
4500 Royal Palm Avenue, Miami Beach, Florida 33140 or, if moved to another location
outside the City of Miami Beach, all such records shall be relocated, at CONTRACTOR'S
expense, to a location in Miami Beach, within ten (10) days' written notice from the City.
The City Manager or his designee shall be entitled to audit, but not photocopy,
CONTRACTOR'S records pertaining to its operation as often as it deems reasonably
necessary throughout the term of this Agreement, and three (3) times within the three (3)
year pedod following termination of the Agreement, regardless of whether such termination
results from the natural expiration of the term or for any other reason. The City shall be
responsible for paying all costs associated with such audits, unless the audit(s) reveals a
deficiency of five percent (5%) or more in CONTRACTOR'S statement of revenues for any
year or years audited, in which case CONTRACTOR Shall pay to the City, Within thirty (30)
· days of the audit being deemed final (as specified below), the cost of the audit and a sum
equal to the amount of the deficiency revealed by the audit, plus interest; provided,
however, the audit shall not be deemed final until CONTRACTOR has received the audit
and has had a reasonable opportunity to review the audit and discuss the audit with the
City. Nothing contained within this Section shall preclude the City's audit rights for resort
tax collection purposes. CONTRACTOR shall submit at the end of each contract year, an
audited annual statement of revenues, in a form consistent with generally accepted
accounting principles.
It is CONTRACTOR'S intent to stay informed of comments from and suggestions by the
City regarding CONTRACTOR'S performance under the Agreement. Within thirty (30)
days after the end of each contract year, CONTRACTOR and City shall meet to review
CONTRACTOR'S performance under the Agreement for the previous contract year. At the
meeting, CONTRACTOR and City may discuss quality, operational, maintenance and any
other issues regarding CONTRACTOR'S performance under the Agreement.
SECTION 7. TAXES, ASSESSMENTS, AND UTILITIES
7.1
CONTRACTOR agrees to and shall pay before delinquency all taxes (including but
not limited to resort taxes) and assessments of any kind assessed or levied upon
CONTRACTOR and with and/ or against the Center, except as provided in
subsection 7.2, by reason of this Agreement or by reason of the business or other
activities of CONTRACTOR upon or in connection with the Center. CONTRACTOR
will have the right, at its own expense, to contest the amount or validity, in whole or
in part, of any tax and/or assessment by appropriate proceedings diligently
conducted in good faith.
CONTRACTOR may refrain from paying a tax or assessment to the extent it is
contesting the assessment or imposition of same in a manner that is in accordance
with law; provided, however, if, as a result of such contest, additional delinquency
charges become due, CONTRACTOR shall be responsible for such delinquency
charges, in addition to payment of the contested tax and/or assessment, if so
ordered.
CONTRACTOR shall also pay for any fees imposed by law for licenses or permits
for any business or activities of CONTRACTOR at the Center under this Agreement.
CONTRACTOR shall pay before delinquency any and all charges for utilities used
by, for, or on behalf of the operations contemplated herein including, electricity, gas,
heating, cooling, trash collection, business telephone, etc; Format of billing
procedures shall be developed and agreed upon between the City and the
CONTRACTOR. The City shall maintain and pay for its local service (2 lines)
currently in the Center for a period of no less than one year from the
CommenCement Date, for continuity and convenience of its residents, and for the
water and sewer used at the Center during the term of this Agreement.
7.2
Procedure If Ad Valorem Taxes Assessed.
Notwithstanding Subsection 7.1, the parties agree that the operations contemplated
herein are for public purposes and, therefore, no ad valorem taxes should be
assessed by the Miami-Dade County Tax Appraiser. If, however, said taxes are
assessed, City and CONTRACTOR shall use reasonable efforts to address
payment of same.
SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS
8.1
8.2
CONTRACTOR agrees that during the Term of this Agreement, Jim Bollettied and
Tom Mar (individually, a "Principal"; collectively, the "Principals") shall have active,
ongoing direct participation in the day to day operation, maintenance and
management of the Center. In the event that a Principal (or Principals) is no longer
associated with CONTRACTOR, or otherwise ceases to participate in the day to day
operation, maintenance, and management of the Center pursuant to this
Agreement, then the City, at its sole option, may terminate this Agreement for cause
pursuant to Section 14. In the alternative, should the City not opt to terminate this
Agreement as provided therein, it shall have prior wdtten approval as to any
replacement of a Principal or Principals subsequently offered by the
CONTRACTOR.
In connection with the performance of its responsibilities hereunder, CONTRACTOR
may hire its own employees and/or independent contractors, who will be employees
and/or independent contractors of CONTRACTOR and not. of the City.
CONTRACTOR shall select the number, function, qualifications, compensation,
including benefits (if any), and may, at its discretion and at any time, adjust or revise
the terms and conditions relating to such employees and/or independent
contractors.
13
8.3
The CONTRACTOR agrees that the Head Tennis Professional who is, as of the
Commencement Date, identified as Greg Yocum, and all Teaching Assistants, shall
be certified Tennis Professionals by USPTA, or USTA, USPTR. The Head Tennis
Professional, Center Managers, and Principals must demonstrate knowledge and
experience in tennis instruction and related activities, facility management, tennis
court maintenance and related activities.
8.4
CONT.RACTOR and its employees and/or independent cOntractors shall wear
appropriate apparel, such that Center patrons Can easily identify CONTRACTOR
and its employees and/or independent contractors. All employees and/or
independent contractors shall observe all the graces of personal grooming. The
CONTRACTOR shall hire people to work in its operation who are neat, clean, well
groomed and shall comport themselves in a professional and courteous manner.
The CONTRACTOR and any persons hired by same, shall comply with the pre-
employment requirements and standards as established by the City of Miami
Beach's Human Resources Department. If CONTRACTOR materially fails to comply
with these provisions the City may send notice of default. The CONTRACTOR shall
have an e.xpedenced manager or managers overseeing the Center and related
operations at all times Center is open to the general public.
8.5
The CONTRACTOR, all its employees and/or independent contractors shall
undergo a comprehensive background check and drug screening in accordance
with the City's process and must utilize a City approved agent pdor to entering the
Center to begin employment and/or delivery of services. Employment may be
contingent upon satisfactory results as determined by the City. Cost of said tests
shall be the CONTRACTOR'S.
SECTION 9. HOURS OF OPERATION & COURTS USAGE
9.1
The CONTRACTOR shall open and operate the Center for play from 8:00 A.M. to
9:00 P.M. every day of the year, with the exception of closures due to weather
conditions or events of force majeure permitting, and certain holidays agreed upon
by the CONTRACTOR and the City.
9.2
Any change in the hours of operation shall be at the City's sole option and
discretion, and any request by CONTRACTOR for an increase or decrease in same
shall be subject to the prior written approval of the City Manager or his designee.
9.3
The CONTRACTOR acknowledges and agrees to prioritize utilization of courts for
public usage by restricting lesson courts not to exceed four (4) courts during peak
hours of play (8:00 AM to 11:00 AM and 4:00 PM to 7:00 PM). Additional court
usage for lessons, programs and clinics during non-peak hours shall be subject to
the approval of the City. At no time shall more than 50% of all courts be utilized for
private lessons or other specialized tennis programs until 10 minutes after any non-
peak hour and there are no tennis patrons waiting for a court, without the prior
written approval of the City.
14
SECTION 10. TENNIS FEES, CHARGES AND PROGRAMS& RELATED SERVICES TO
BE PROVIDED
10.1
Prices charged shall comply with the City's established fees for hourly tennis court
play, annual permits, other specialized play and the youth tennis policy, and shall be
in accordance with the information included in Exhibit "E," attached hereto.
10.2 The Contractor must comply with the fee schedule for the professional tennis
instruction that offers the tennis patron a choice in instructor level and houdy fee
commensurate with the instructor's level, as agreed upon and listed in Exhibit "F",
attached hereto. Any change of this said fee and instructor levels shall be approved
by the City prior to implementation of fees.
· 10.3 "Fees for houdy court rentals, lessons, clinics, merchandise, equipment rental, racket
stringing or gripping, and food and beverage sales and any other related items or
services to be sold must be prominently posted at the Center at those location(s)
where such fees are normally paid. All fees and charges shall be competitive with
those charged by comparable public tennis centers in Miami-Dade and Broward
Counties. Initial fees for programs, clinics and lessons are set forth in Exhibit "F"
attached hereto.
10.4
The City shall approve in wdting, in advance, any increase in fees from those
currently set forth in Exhibit "F;" provided the CONTRACTOR shall have the right to
increase fees in an amount equal to the amount of any sales and use tax increase
enacted after the effective date of such exhibit or schedule without City's consent.
10.5
The CONTRACTOR agrees to provide the programs and additional services set
forth in Exhibit "F". An implementation schedule of said services shall be provided
by the CONTRACTOR within sixty (60) days of the Commencement Date. Said
schedule and any modifications, additions or deletions to the list are subject to the
prior approval of the City.
10.6
The CONTRACTOR shall be authorized to provide courts, free of charge, during
professional tennis demonstrations, promotional events, clinics and lessons being
offered to the public at no charge, subject to the prior written approval of the City.
10.7
Any pdnt materials prepared by the CONTRACTOR for use of the Center shall have
the approval of the City prior to printing. Materials must include the City designation/
logo and appropriate ADA (Americans with Disabilities Act) disclaimer.
SECTION 11. ALTERATIONS, MAINTENANCE, AND REPAIRS & SECURITY
11.1
Building and Facilities Alterations
Without the City's prior wdtten approval, CONTRACTOR may not make alterations
or additions to the Center. In the event of an emergency to prevent injury to
persons or property, CONTRACTOR shall use reasonable efforts to secure the
affected area and will immediately notify the City's Property Management Division to
advise of said emergency. At that time the City will assess the situation, further
secure the area in question, and determine means and method of repairs.
15
11.2
11.3
11.4
Any other alterations or additions shall be made at the CONTRACTOR'S sole cost
and expense and shall become the property of the City upon termination of this
Agreement unless otherwise agreed to by the City Manager or his designee in
writing. CONTRACTOR shall not have the right to create or permit the creation of
any lien attaching to City's interest in the Center as a result of any such alterations
or additions.
Buildin(~(s) and Facilities Maintenance
The City further acknowledges that the CONTRACTOR shall not be required to
improve, repair, restore, refurbish, or otherwise incur any expense in improving or
changing the condition of the Center if same requires the CONTRACTOR to exceed
the threshold amount of $1,000 per Occurrence, without the further participation or
contribution of the City. Notwithstanding the forgoing, the City shall continue to
maintain all major electrical, HVAC, plumbing and structural systems, at its sole
cost. For purposes bfthis Agreement, "Occurrence" shall be defined to be a repair
or series of repairs related to the same problem or incident.
CONTRACTOR shall not be responsible for major repairs to sports lighting, roofs,
exterior walls, air-conditioning, plumbing, electrical system(s), or foundations. The
City will be responsible for those costs in excess of said $1,000.00 per occurrence.
The City will maintain the grass areas in those portions of Flamingo Park
surrounding the Center, but not within the Center.
Courts and Related FaCilities Maintenance Standards
The parties herein acknowledge, and CONTRACTOR agrees to be bound by the
Minimum Maintenance Standards as delineated in Exhibit "G", attached hereto,
which include Tennis Court Maintenance Standards (collectively, the "Maintenance
Standards"). The City shall from time to time conduct inspections of the Center to
determine compliance with Standards and submit its finding in writing to
CONTRACTOR. The CONTRACTOR agrees to promptly respond to the City's
findings in wdting, addressing all findings including an action plan and time line for
correcting any discrepancies identified in said findings. It is further understood that
upon the request of the City, CONTRACTOR shall periodically, or upon the City's
written request, provide the City Manager or his designee, with a maintenance
report in a format approved by the City.
Litter, Garba.qe and Debds Removal
With respect to lifter, garbage and debris removal, the CONTRACTOR shall
provide, at its sole cost and expense, receptacles within the confines of the Center
and shall provide a sufficient number of these receptacles for its own use and for
the use of the public. Disposal of the contents of said receptacles and removal of
litter, garbage and debris within the Center, shall be done on a daily basis, and shall
be the sole responsibility of the CONTRACTOR. The CONTRACTOR shall be
permitted to utilize the City's current trash removal procedures. The amount of trash
being picked up shall be evaluated within 120 days of the Commencement Date
and if, at that time it is found to exceed the level currently being disposed on the
Center, the CONTRACTOR shall be assessed and agrees to pay as an operating
16
11.5
11.6
11.7
11.8
expense the actual cost of the disposal process including labor and dumping. The
dumping or disposal of any refuse, discards, trash or garbage, generated by, or as a
result of the operations on the Center, into any of the Miami Beach trash
receptacles located within Flamingo Park, by the CONTRACTOR (including its staff
and employees), shall be strictly prohibited unless previously agreed to by the City
Manager or his designee.
Equipment
The CONTRACTOR must provide and maintain, at its own cost and expense, all
materials, labor, and any and all equipment required to operate the Center.
CONTRACTOR shall maintain said equipment during the term of this Agreement.
In the event any of the CONTRACTOR'S equipment or materials are lost, stolen, or
damaged, they shall be replaced or repaired at the sole cost and expense of the
CONTRACTOR in no more than five (5) days from date of loss, or if not possible,
within such time frame, as promptly as reasonably possible, but in no event to
exceed fifteen (15) days.
Ordedy Operation
The CONTRACTOR shall have a neat and orderly operation at all times and shall
be solely responsible for the necessary housekeeping services for the Center.
There shall be no living quarters nor shall anyone be permitted to live within the
Center. CONTRACTOR shall make available all facilities within the Center under
its control for examination during hours of operation by the City Manager or his
designee.
No Danqerous Materials
The CONTRACTOR agrees not to use or permit at the Center the storage and/or
use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered
electricity producing generators, turpentine, benzene, naphtha, propane, natural
gas, or other similar substances, combustible materials, or explosives of any kind,
or any substance or thing prohibited in the standard policies of fire insurance
companies in the State of Florida. Any such substances or materials found within
the Center shall be immediately removed.
Notwithstanding any contrary provisions of this Agreement, CONTRACTOR, after
the Commencement Date, shall indemnify and hold City harmless from any loss,
damage, cost, or expense of the City, including, without limitation, reasonable
attorney's fees, incurred as a result of, arising from, or connected with the
placement by CONTRACTOR, after the Commencement Date, but during the term
of this Agreement, of any hazardous substance, or petroleum products on, under,
in or upon the Center as those terms are defined by applicable Federal and State
Statute, or any environmental rules and environmental regulations promulgated
thereunder; provided, however, CONTRACTOR shall have no liability for any
violation arising or damage incurred as a result of the willful misconduct or gross
negligence of the City, its agents, servants or employees. The provisions of this
Subsection shall survive the termination or earlier expiration of this Agreement.
Security
The CONTRACTOR shall be responsible for and provide reasonable security
]7
measures that may be required to protect the Center and any of the equipment,
materials and facilities thereon. Under no circumstances shall the City be
responsible for any stolen or damaged equipment, materials and supplies, nor shall
the City be responsible for any stolen or damaged personal property of
CONTRACTOR'S patrons, guests, invitees, and/or other third parties.
11.9
Inspection
The CONTRACTOR agrees that the Center and all facilities, equipment, and
operations thereon may be inspected at any time during hours of operation by the
City Manager or his designee, or by any other Municipal, County, State officer, or
agency having responsibilities for inspections of such operations. The
CONTRACTOR hereby waives all claims against the City for compensation for loss
or damage sustained by reason of any interference (which interference, if by the
City, must be reasonable) with the operations by any public agency or official in
enforcing its or his duties or any laws or ordinances. Any such interference (which
interference, if by the City, must be reasonable) shall not relieve the
CONTRACTOR from any obligation hereunder.
SECTION 12. INSURANC~
CONTRACTOR shall maintain, at its sole cost and expense, the following types of
insurance coverage at all times throughout the term of this Agreement.
Comprehensive General Liability in the minimum amount of One Million
Dollars ($1,000,000) per occurrence for bodily injury and i~)roperty damage.
This policy must also contain coverage for Center operations, products and
contractual liability.
Workers Compensation Insurance as required under the Laws of the State of
Florida.
Automobile Insurance shall be provided covering all owned, leased, and
hired vehicles and non-ownership liability for not less than the following
limits:
Bodily Injury
Bodily Injury
Property Damage
$1,000,000 per person
$1,000,000 per accident
$1,000,000 per accident
The policies of insurance referred to above shall not be subject to cancellation or change
except upon at least thirty (30) days prior written notice to the City, and then only subject to
the prior written approval of the City Manager or his designee. Prior to the Commencement
Date, CONTRACTOR shall provide City with a Certificate of Insurance for each such
policy. ALL POLICIES SHALL NAME THE CITY OF MIAMI BEACH FLORIDA AS AN
ADDITIONAL NAMED INSURED. All such policies shall be obtained from companies
authorized to do business in the State of Florida with an A.M. Best Insurance Guide (latest
edition) rating acceptable to the City's Risk Manager, and any replacement or substitute
company shall also be subject to the prior written approval of the City's Risk Manager.
Should CONTRACTOR fail to obtain, maintain or renew the policies of insurance referred
to above, in the required amounts, the City may, at its sole discretion, obtain such
insurance, and any sums expended by City in obtaining said insurance, shall be repaid by
CONTRACTOR to City, plus ten percent (10%) of the amount of premiums paid to
compensate City for its administrative costs. If CONTRACTOR fails to repay City's
expenditures within fifteen (15) days of demand, the total sum owed shall accrue interest at
the rate of twelve percent (12%) until paid, and such failure shall be deemed an event of
default hereunder.
SECTION 13. INDEMNITY
13.1
In consideration of a separate and specific consideration of $10.00 and other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, CONTRACTOR shall indemnify, hold harmless and defend the City,
its agents, servants and employees from and against any claim, demand or cause
of action of whatsoever kind or nature arising out of error, omission, or negligent act
of CONTRACTOR, its subcontractor(s), agents, servants or employees in the
performance of services under this Agreement unless such claim, demand or cause
of action arises as a result of the City's gross negligence or willful misconduct.
13.2
In addition, in consideration of a separate and specific consideration of $10.00 and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, CONTRACTOR shall indemnify, hold harmless and defend
the City, its agents, servants and employees from and against any claim, demand or
cause of action of whatever kind or nature arising out of any misconduct of
CONTRACTOR not included in the paragraph in the subsection above and for
which the City, its agents, servants or employees are alleged to be liable.
13.3
Subsections 13.1 and 13.2 shall survive the termination or expiration of this
Agreement. Subsections 13.1 and' 13.2 shall not apply, however, to any such
liability, that arises as a result of the willful misconduct or gross negligence of the
City, its agents, servants or employees.
13.4
Subro.qation
The terms of insurance policies referred to in Section 12 shall preclude subrogation
claims against CONTRACTOR, the City and their respective officers, employees
and agents.
13.5
Force Maieure.
Neither party shall be obligated to perform hereunder and neither party shall be
deemed to be in default if performance is prevented by:
fire which renders at least thirty percent (30%) of the cumulative
facilities unusable and which is not caused by negligence of
CONTRACTOR;
Earthquake; hurricane; flood; act of God; civil commotion occurring at
the Center during or in connection with any event; or other matter or
condition of like nature; or '
19¸
Any law, ordinance, rule, regulation or order of any public or military
authority stemming from the existence of economic or energy
controls, hostilities, or war.
13.6
The parties hereto acknowledge that CONTRACTOR'S obligations and benefits
hereunder may be negatively affected by an event of Force Majeure. If an event of
Force Majeure occurs during the term of this Agreement, and provided further that
CONTRACTOR'S payment(s) to the City for that contract year is greater than the
applicable percentage payment, then the City Manager or his designee, in his sole
discretion, may extend the term of this Agreement for a reasonable period of time;
provided, however, such extension shall take effect only if CONTRACTOR agrees
to such extension.
Labor Dispute
In the event of a labor dispute which results in a strike, picket or boycott affecting
the Center or operation described in this Agreement, CONTRACTOR shall not
thereby be deemed to be in default or to have breached any part of this Agreement,
unless such dispute shall have been caused by illegal labor practices or violations
by CONTRACTOR of applicable collective bargaining agreements and there has
been a final determination of such fact which is not cured by CONTRACTOR within
thirty (30) days.
13.7
Waiver of Loss from Hazards
The CONTRACTOR hereby expressly waives all claims against the City for loss or
damage sustained by the CONTRACTOR resulting from fire, water, natural
disasters/acts of God (e.g. hurricane, tornado, etc.), civil commotion, riot, or any
other Force Majeure contemplated in Subsection 13.5 and Labor Dispute in
Subsection 13.6 above, and the CONTRACTOR hereby expressly waives all dghts,
claims, and demands against the City and forever releases and discharges the City
from all demands, claims, actions and causes of action arising from any of the
aforesaid causes.
SECTION 14. DEFAULT AND TERMINATION
Subsections 14.1 through 14.3 shall constitute events of default under this Agreement. An
event of default by CONTRACTOR shall entitle City to exercise any and all remedies
described as City's remedies under this Agreement, including but not limited to those set
forth in Subsection 14.4. An event of default by City shall entitle CONTRACTOR to
exercise any and all remedies described as CONTRACTOR'S remedies under this
Agreement, including but not limited to those set forth in Subsection 14.5.
14.1
Bankruptcy
If either the City or CONTRACTOR shall be adjudged bankrupt or insolvent, or if
any receiver or trustee of all or any part of the business property of either party shall
be appointed, or if any receiver of all or any part of the business property shall be
appointed and shall not be discharged within sixty (60) days after appointment, or if
either party shall make an assignment of its property for the benefit of creditors, or
shall file a voluntary petition in bankruptcy, or insolvency, or shall apply for
reorganization or arrangement with its creditors under the bankruptcy or insolvency
2O
14.2
14.3
14.4
laws now in force or hereinafter enacted, Federal, State, or otherwise, or if such
petitions shall be filed against either party and shall not be dismissed within sixty
(60) days after such filing, then the other party may immediately, or at any time
thereafter, and without further demand or notice, terminate this Agreement without
being prejudiced as to any remedies which may be available to it for breach of
contract.
Default in Payment
In the event CONTRACTOR fails to submit any payment within five (5) days of its
due date, there shall be a late charge of $50.00 per day for such late payment, in
addition to interest at the highest rate allowable by law (currently 12% per annum). If
any payment and accumulated penalties are not received within fifteen (15) days
after the payment due date, and such failure continues three (3) days after receipt
of written notice thereof, then the City may, without further' demand or notice,
terminate this Agreement without being prejudiced as to any remedies which may
be available to it for breach of contract; and may begin procedures to collect the
Performance Bond or Alternative Security required in Section 4.1 herein.
Non-Monetary Default
In the event that CONTRACTOR or the City fails to perform or observe any of the
covenants, terms or provisions under this Agreement, and such failure continues
thirty (30) days after written notice thereof from the other party hereto, such non-
defaulting party may immediately or at any time thereafter, and without further
demand or notice, terminate this Agreement without being prejudiced as to any
remedies which may be available to it for breach of contract. In the event that a
default is not reasonably susceptible to being cured within such pedod, the
defaulting party shall not be considered in default if it shall, within such pedod,
commence with due diligence and dispatch to cure such default and thereafter
completes with dispatch and due diligence the curing of such default, but in no
event shall such extended cure period exceed ninety (90) days from the date of
wdtten notice thereof. In the event a defaulting party cures any default pursuant to
this subsection, it shall promptly provide the other party with written notice of same.
City's Remedies for CONTRACTOR'S Default
If any of the events of default, as set forth in this Section, by CONTRACTOR shall
occur, the City may, after notice (if required) and the expiration of cure periods, as
provided above, at its sole option and discretion, institute such proceedings as in its
opinion are necessary to cure such defaults and to compensate City for damages
resulting from such defaults, including but not limited to the right to give to
CONTRACTOR a notice of termination of this Agreement. If such notice is given,
the term of this Agreement shall terminate upon the date specified in such notice
from City to CONTRACTOR. On the date so specified, CONTRACTOR shall then
qu it and surrender the Center to City pursuant to the provisions of Subsection 14.7.
Upon the termination of this Agreement, all rights and interest of CONTRACTOR in
and to the Center and to this Agreement, and every part thereof, shall cease and
terminate and City may, in addition to any other rights and remedies it may have,
retain all sums paid to it by CONTRACTOR under this Agreement, including but not
limited to, beginning procedures to collect the Performance Bond or Alternate
Security required in Section 4.1 herein. In addition to the rights set forth above, City
14.5
14.6
shall have the rights to pursue any and all of the following:
ao
The right to injunction or other similar relief available to it under
Florida law against CONTRACTOR; and or
bo
The right to maintain any and all actions at law or suits in equity or
other proper proceedings to obtain damages resulting from
CONTRACTOR'S default.
If any of the events of default, as set forth in this Section, by the City shall occur, the
CONTRACTOR may, after notice (if required) and the expiration of the cure pedods,
as provided above, at its sole option and discretion, terminate this Agreement upon
written notice to the City and/or sue for damages. Said termination shall become
effective upon receipt of a written notice of termination by the City, but in no event
shall CONTRACTOR specify a termination date that is less than sixty (60) days
from the date of the written termination notice. On the date specified in the notice,
CONTRACTOR shall quit and surrender the Center to City pursuant to the
provisions.of Subsection 14.7.
Suspension of Aqreement Due to Closure of Center
The CONTRACTOR acknowledges that the City intends to develop a schedule of
capital improvements for the Center, which may entail a closure of all, or a portion of
the Center, at the City Commission's sole discretion. In the event that the City
closes down the Center for the purpose of undertaking a capital improvement plan
thereon, then the parties agree this Agreement may be suspended until the capital
improvements are completed and the Center is re-opened, without cause and
without penalty to either party. The City further agrees, at its sole discretion, to
evaluate the option of making available alternative City owned tennis courts located
in various parks to be utilized by the CONTRACTOR to continue the provision of
established programs and services, based on a reduced scope of services and fee
structure to be negotiated as a separate Agreement and approved by the City
Commission; but in no event shall City be obligated hereunder to do so.
Such a suspension shall become effective upon ninety (90) days pdorwdtten notice
to CONTRACTOR. CONTRACTOR, as a result of the closure of the Center, as
provided herein, shall upon receipt of notice from the City, coordinate said
suspension with the City's Parks and Recreation Department, such that the services
contemplated herein in shall be continued to be provided up to the closure of the
Center and an ordedy transition occurs.
In the event of suspension of the Agreement pursuant to this Subsection,
CONTRACTOR herein acknowledges and agrees that it shall not have any claim,
demand, or cause of action of whatsoever kind or nature, against the City, its
agents, servants and employees (including, but not limited to, claims for interference
in or damages for interruption of services or interference in its tennis operations for
tennis equipment rental, pro shop sales, food and beverage sale/service, and tennis
equipment rental).
?-2
14.7 Surrender of Center
At the expiration of this Agreement, or earlier termination in accordance with the
terms of this Agreement, CONTRACTOR shall surrender the Center in the same
condition as the Center was prior to the commencement of this Agreement,
reasonable wear and tear, and City maintenance and repair obligations, excepted.
CONTRACTOR shall remove all its equipment, fixtures, personal property, etc.
upon five (5)-business days writt(Jn notice from the City Manager or his designee
unless a longer time period is agreed to by the City. The CONTRACTOR'S
obligation to observe or perform this covenant shall survive the expiration or other
termination of this Agreement. Continued occupancy of the Center after termination
of the Agreement without the City's approval shall constitute trespass by the
CONTRACTOR, and may be prosecuted as such. In addition, the CONTRACTOR
shall pay to the City two hundred dollars ($200) per day as liquidated damages for
such breach of this Agreement.
SECTION 15. ASSIGNMENT
Except as other~N~se provided in this subsection, CONTRACTOR shall not assign;
sublease; grant any concession or license; permit the use of by any other person other
than CONTRACTOR; or otherwise transfer all or any portion of this Agreement and/or of
the Center (all of the forgoing are herein after referred to collectively as "transfers"), without
the prior written consent of the City, which consent shall not be unreasonably withheld.
If there is a change in control of CONTRACTOR, then any such change' in control shall
constitute a "transfer" for purposes of this Agreement and shall be approved by the City
Commission prior to consummation of such change in control. "Change in control", for
purposes hereof, shall mean a change of the ownership, directly or indirectly, of greater
than 10% of the voting or ownership interest or right to profits in such CONTRACTOR, by
means of one or more transfers, sales, mergers, consolidations, dissolutions or otherwise;
provided that the foregoing shall not be deemed to include (I) a pledge or collateral
assignment of the profits of CONTRACTOR in connection with any financing, provided
such pledge or collateral assignment is subordinate to the rights of the City to the fees
payable to the City pursuant to subsection 4.2.1 hereof; (ii) any transfer to other owners of
CONTRACTOR or to trusts the beneficiaries of which are any owner(s) of CONTRACTOR
or member(s) of their immediate family; or (iii) a change in the ownership of
CONTRACTOR through a registered public offering of shares in CONTRACTOR ((I), (ii)
and (iii) above collectively are referred to herein as the "Transfer Exclusions"). Except for
the Transfer Exclusions, any change of the ownership, directly or indirectly, of 10% or less
of the voting or ownership interest or right to profits in such CONTRACTOR (a "Minor
Change"), by means of one or more transfers, sales, mergers, consolidations, dissolutions
or otherwise, shall be subject to the approval of the City Manager or his designee.
CONTRACTOR shall notify the City of any proposed transfer, and shall notify the City
Manager or his designee of any proposed Minor Change, prior to consummation of same
and the City or the City Manager or his designee, as applicable, shall respond within thirty
(30) days. In the event that any such transfer or Minor Change is approved, the transferee
shall agree to be bound by all the covenants of this Agreement required of the transferor
hereunder. Any transfer or Minor Change made without complying with this Section shall
be null, void, and of no effect and shall constitute an act of default under this Agreement.
Notwithstanding any such consent, or any permitted transfer or Minor Change under any
provision of this Section, unless expressly released by the City, CONTRACTOR shall
remain jointly and severally liable (along with each approved transferee, who shall
automatically become liable for all obligations of the transferor hereunder with respect to
that portion of the Agreement so transferred), and the City shall be permitted to enforce the
provisions of this Agreement directly against CONTRACTOR or any transferee of the
CONTRACTOR without proceeding in any way against any other person.
SECTION 16. SPECIAL EVENTS
16.1
CONTRACTOR'S proposed uses, as defined in Section 3 herein, contemplates the
production, promotion or sponsorship by the CONTRACTOR of tennis related
special events at the Center. For purpose of this subsection 16.1 only,
CONTRACTOR'S "Special Event" shall mean any event in which CONTRACTOR
shall dedicate, and close to the general public, 50% or more of the Center's tennis
courts. In the event CONTRACTOR does produce, promote or sponsor a Special
Event at the Center, other than those provided for in this Agreement; it shall abide
by the City's Special Events Permit Requirements and Guidelines. For any use,
other than those provided for in this Agreement, a Special Events Permit may be
required, and if required, shall be obtained through the City's Office of Arts, Culture
and Entertainment. The City Manager's authorization must be obtained for any such
Special Event. The City Administration shall evaluate requests for Special Events
Permits on a case by case basis, in accordance with the City's Special Event Permit
Requirements and Guidelines.
16.2
City Special Events
Notwithstanding Subsection 16.1 above, and in the event that the City, at its sole
discretion, deems that it would be in the best interest of the City, the City reserves
the right to utilize the Center for City produced tennis related special events and/or
other City-produced special events productions. In such cases, the City will
coordinate with the CONTRACTOR to cooperatiVely produce such events. The City
shall make its best effort to negotiate with CONTACTOR but if unsuccessful the
CONTRACTOR shall cease and desist operations during the term of, and in the
area of the special event and/or production. If the CONTRACTOR is not required to
close, or chooses to remain open without interference to the special event and/or
production, CONTRACTOR agrees to cooperate, with the City. If the
CONTRACTOR is allowed to remain open during special events and/or productions,
the CONTRACTOR may be allowed to have in operation its normal daily
complement of equipment and staff. "Normal" shall be defined as equipment and
staff, approved by the City, that the CONTRACTOR has available for the public on a
normal day, 365 days per year. Such equipment or staff shall not be increased or
altered during special events and/or productions without the pdor written permission
of the City Manager or his designee. To the extent that the normal daily complement
of equipment and staff is displaced by the special event and/or production, the
CONTRACTOR may reallocate such displaced equipment and staff on a pro-rata
basis within the Center not being utilized by the special event.
24
SECTION 17. NO IMPROPER USE
The CONTRACTOR will not use, nor suffer or permit any person to use in any manner
whatsoever, the Center or any facilities herein for any improper, immoral or offensive
purpose, or for any purpose in violation of any Federal, State, County, or Municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect
or hereafter enacted or adopted. The CONTRACTOR will protect, indemnify, and forever
save and keep harmless the City, its agents, employees and contractors from and against
damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or
incurred for any violation, or breach of any law, ordinance, rule, order or regulation
occasioned by any act, neglect or omission of the CONTRACTOR, or any of its
subcontractors, employees or agents. In the event of any violation by the CONTRACTOR
or if the City or its authorized representative shall deem any conduct on the part of the
CONTRACTOR to be objectionable or improper, CONTRACTOR shall be deemed to be in
default of this Agreement should CONTRACTOR fail to correct any such violation, conduct,
or practice to the satisfaction of the City within twenty-four (24) hours after receiving written
notice of the nature and extent of such violation, conduct, or practice.
SECTION 18. NOTICES.
All notices, consents, waivers, directions, requests or other instruments of communications
provided for under this Agreement, shall be deemed properly given if, and only if, delivered
personally or sent by registered or certified U.S. mail, postage pre-paid, as follows:
IF TO THE CITY:
Robert C. Middaugh
Assistant City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Fiodda 33139
With copies to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Flodda 33139
Kevin Smith, Director,
Parks and Recreation
2100 Washington Avenue
Miami Beach, Florida 33139
If TO CONTRACTOR:
Mr. Tom Mar, President
Green Square, Inc.
4500 Royal Palm Avenue
Miami Beach, Florida 33140
With copies to (which shall
Not constitute notice:
Louis R. Montello, Esquire
Montello & Kenney, P.A.
777 Brickell Avenue, Suite 1070
Miami, Florida 33131
The CONTRACTOR and the City may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
SECTION 19. LAWS
19.1
Compliance
CONTRACTOR shall comply with all applicable City, County, State, and Federal
ordinances, statutes, rules and regulations, including but not limited to all applicable
environmental City, County, State, and Federal ordinances, statutes, rules and
regulations.
19.2
Governing Law
This Agreement Shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. In case of any
inconsistency between the terms of this Agreement, and any applicable general or
special law, said general, special law shall prevail.
19.3
Equal Employment Opportunity
Neither CONTRACTOR nor any affiliate of CONTRACTOR performing services
hereunder, or pursuant hereto, will discriminate against any employee or applicant
for employment because of race, creed, sex, color, national origin, sexual
orientation, and disability, as defined in Title I of ADA.
CONTRACTOR will take affirmative steps to utilize minorities and females in the
work force and in correlative business enterprises.
19.4
No Discrimination
The CONTRACTOR agrees that there shall be no discrimination as to race, sex,
sexual orientation, color, creed, national origin, familial status, religion or handicap,
in its employment practices or in the operations referred to by this Agreement; and
further, there shall be no discrimination regarding any use, service, maintenance, or
operation within the Center. All services offered at the Center shall be made
available to the public, subject to the right of the CONTRACTOR and the City to
establish and enforce rules and regulations to provide for the safety, ordedy
operation and security of the Center.
Pursuant to Sections 62-90 and 62-91, of Chapter 62, of the Miami Beach City
Code entitled "Human Relations", CONTRACTOR, by executing this Agreement,
certifies that it does not discriminate in its membership or policies based on race,
color, national origin, religion, sex, sexual orientation, familial status or handicap.
SECTION 20. MISCELLANEOUS
20.1 No Partnership
Nothing contained in this Agreement shall constitute or be construed to be or create
a partnership or joint venture between the City and CONTRACTOR.
20.2
Modifications
This Agreement cannot be changed or modified except by agreement in writing
executed by all parties hereto. CONTRACTOR acknowledges that no modification
to this Agreement shall be binding on the City unless approved by the Mayor and
City Commission except where such authority has been expressly provided herein
to the City Manager or his designee.
20.3
Complete Agreement.
This Agreement, together with all exhibits attached hereto, constitutes all the
understandings and agreements of whatsoever nature or kind existing between the
parties with respect to the matters as contemplated herein.
20.4
Headings
The section, subsection and paragraph headings contained herein are for
convenience of reference only and are not intended to define, limit, or describe the
scope or intent of any provision of this Agreement.
20.5
Binding Effect.
This Agree'ment shall.be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
20.6
Clauses..
The illegality or invalidity of any term or any clause of this Agreement shall not affect
the validity of the remainder of the Agreement, and the Agreement shall remain in
full force and effect as if such illegal or invalid term or clause were not contained
herein unleSs the elimination of such provision detrimentally reduces the
consideration or benefits that either party is to receive under this Agreement or
materially affects the continuing operation of this Agreement.
20.7
Severability
If any provision of this Agreement or any portion of such provision or the application
thereof to any person or circumstance shall be held to be invalid or unenforceable,
or shall become a violation of any local, State, or Federal laws, then the same as so
applied shall no longer be a part of this Agreement but the remainder of the
Agreement shall not be affected thereby and this Agreement as so modified shall
remain in full force and effect.
20.8
Right of Entry
The City, at the direction of the City Manager, shall at all times during hours of
operation, have the dght to enter into and upon any and all parts of the Center for
the purposes of examining the same for any reason relating to the obligations of
parties to this Agreement.
20.9
Not a Lease
It is expressly understood and agreed that no part, parcel, building, facility,
equipment or space is leased to the CONTRACTOR, that CONTRACTOR is a
contractor providing management services for the City and not a lessee; and that
the CONTRACTOR'S dght to manage and operate the Center for the City shall
continue only so long as this Agreement remains in effect.
20.10
Si(~naQe
CONTRACTOR shall provide, at its sole cost and expense, any required signs on
the Center. All advertising, signage and postings shall be approved by the City, and
shall be in accordance with all applicable Municipal, County, State and Federal laws
and regulations. Any signage posted by CONTRACTOR at the Center shall be
subject to the prior written approval of the City as to size, shape and placement of
same.
20.11 .Conflict of Interest
CONTRACTOR shall perform its services under this Agreement and conduct the
professional tennis management and operations contemplated herein, in a manner
so as to show no preference for other tennis operations/facilities owned, operated,
managed, or otherwise controlled by CONTRACTOR with regard to its
responsibilities pursuant to this Agreement.
20.12
Reasonableness
Notwithstanding anything t° the contrary in this Agreement, including but not limited
to references to "sole option" or "sole discretion" or words of similar meaning, in
each insta'nce in which the approval or consent or. other action of the City
Commission or the City Manager or his designee is allowed or required in this
Agreement, such approval, consent or other action shall not be unreasonably
withheld, conditioned or delayed.
20.13
Procedure for Approvals and/or Consents
In each instance in which the approval or consent of the City Manager or his
designee is allowed or required in this Agreement, it is acknowledged that such
authority has been expressly provided herein to the City Manager or his designee by
the Mayor and City Commission of the City. In each instance in which the approval
or consent of the City Manager or his designee is allowed or required in this
Agreement, CONTRACTOR shall send to the City Manager a written request for
approval or consent (the "Approval Request"). The City Manager or his designee
shall have up to sixty (60) days from the date of Approval Request to provide wdtten
notice to CONTRACTOR approving of, consenting to or disapproving of the request.
However, the City Manager or his designee's failure to consider such request within
this time provided shall not be deemed a waiver, nor shall CONTRACTOR assume
that the request is automatically approved and consented to. The Subsection shall
not apply to approvals required herein by the Mayor and City Commission.
20.14.
No Waiver
No waiver of any covenant or condition of this Agreement by either party shall be
deemed to imply or constitute a waiver in the future of the same covenant or
condition or of any other covenant or condition of this Agreement.
20.15
No Third Party Beneficiary
Nothing in this Agreement shall confer upon any person or entity, including, but not
limited to subcontractors, other than the parties hereto and their respective
successors and permitted assigns, any dghts or remedies by reason of this
Agreement.
SECTION 21. LIMITATION OF LIABILITY
The City desires to enter into this Agreement placing the operation and management of the
Center in the hands of a private management entity only if so doing the. City can place a
limit on its liability for any cause of action for breach of this Agreement, so that its liability
for any such breach never exceeds the sum of $100,000.00. CONTRACTOR hereby
expresses its willingness to enter into this Agreement with a $100,000.00 limitation on
recovery for any action for breach of contract. Accordingly, and in consideration of the
separate consideration of $100,000.00, the receipt of which is hereby acknowledged, the
City shall not be liable to CONTRACTOR for damages to CONTRACTOR in an amount in
excess of $100,000.00,. for any action for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement. Nothing
contained in this paragraph or elsewhere in this Agreement is in any way intended to be a
waiver of limitation placed upon the City's liability as set forth in Florida Statutes, Section
768.28.
SECTION 22. VENUE
This Agreement Si~all be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any and all the terms or
conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Flodda. cITY AND CONTRACTOR HEREBY KNOWINGLY AND
INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING THAT CITY AND CONTRACTOR MAY HEREIN AFTER INSTITUTE
AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE CENTER,
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and
their seals to be affixed, all as of the day and year first a[ written, indicating their
agreement.
MAYOR
SECRETARY
{I ,~'% ESTHER L FIRTEL
:~?'~?~ MY COMMISSION # CC 889717
JMG/RCM/KS
F:~ATTOW, GURV~GREEMNT~PROFSVC\Green Square Agmt FINAL.doc
Fo~;ontractor:
n Square, !nc.
. j~i~ESlDENtj v
Print NameFoRM & LANGUAGE
& FOR EXECUTION
29
EXHIBIT "A"
CONTRACTOR'S SCHEDULE TO PRICE
PROPOSAL
GREEN SQUARE SCHEDULE TO PRICE
PROPOSAL
Proposal Summary
PROGRAMS: The Bollettieri (Green Square, Inc.) proposal stated that they will pay the greater
of the two to the City as part of a revenue sharing proposal;
Gross Revenues
Percenta.qe of Revenues
$500,000 or less
10%
+ $500,000 to $1 million
15%
+ $1 million
~.. 18%
or a minimum monthly fee of $4,000 for the Flamingo Park tennis center.
EXHIBIT "B"
SITE MAP OF PREMISES INCLUDED IN
AGREEMENT
0
. Tenni~
:11th'
· STREET
EX'HIBIT "C"
REQUEST FOR PROPOSALS TO PROVIDE
COMPREHENSIVE PROFESSIONAL TENNIS
MANAGEMENT AND OPERATIONS
SERVICES AT THE CITY'S FLAMINGO AND/
OR NORTH SHORE PARK TENNIS CENTERS
REQUEST FOR PROPOSALS NO. 8-00101
SECTION II- SCOPE OF SERVICES
REQUEST FOR PROPOSALS TO PROVIDE COMPREHENSIVE
PROFESSIONAL TENNIS MANAGEMENT AND OPERATIONS SERVICES AT
THE CITY'S FLAMINGO AND/OR NORTH SHORE PARK TENNIS CENTERS
REQUEST FOR PROPOSALS NO. 8-00/01
SECTION II - SCOPE OF SERVICES
INTENT
The City is seeking proposals fi'om experienced, adequately financed and qualified tennis
center management firms and/or individuals to provide tennis instruction, maintenance
and management at the City's two (2) tennis centers located at Flamingo Park I 1m Street
and Jefferson Avenue and North Shore Park located at 350 7? Street. Proposers must be
a certified Tennis Professional by USPTA, or USTA, UCR, USPTR, (other Tennis
Certified Agency) and 'must demonstrate knowledge and experience in tennis instruction
and related activities, facility management, tennis court maintenance and related
activities, as well as, knowledge of the legal requirements that are involved in this type of
operation. Additionally, proposers must have a minimum of. five (5) years of experience
within the last ten (10) years in the management and operations of a similarly operated
tennis center, professional tennis instructor in a similarly operated facility, or other
experiences further delineated in Section III, sub-section B of the RFP.
REQUIREMENTS AND SERVICES TO BE PROVIDED
The selected Proposer is expected to provide the public with tennis services at the Tennis
Center facilities. The selected Proposer mayprovide related services as approved by the
City. AH services and incidental goods provided, together with their price, and hours of
operation, must have the prior approval of the City. Such services, fees and charges may
be modified only by written request of the selected Proposer to the City and approval by
the City Manager. SUch approval shall be in writing at least 30 days prior to
implementation of the modifieafiom The responsibility 'for securing and providing
security for any equipment, supplies or resale items, including office decorations, and
displays, will rest with the selected Proposer and the City of Miami Beach will not accept
any responsibility for the Proposer's equipment or supplies or resale items.
TENNIS INSTRUCTION AI~ RELATED SERVICES:
Furnish good, prompt and efficient service, adequate to meet aH reasonable demands,
including established minimum schedule and hours of operation for tennis patrons,
subject to the approval of the City.
Minimum service levels will be:
Provide an operation that will be safe, customer oriented with prompt service,
complaint resolution, effective employee performance and lraining and timely
initiation and completion of all work.
Require background investigation for all pros, assistants and staff~
Provide, promote and instruct lessons in the game of 'tennis by certifi~ tennis
professionals to individuals, groups and clinics. Said service shall offer the tennis patron
Provide, promote and instruct lessons in the game of tennis by certified tennis
professionals to individuals, groups and clinics. Said service shall offer the tennis patron
a choice of instructor level and hourly fee commensurate with the instructor's level. Said
fee and instructor levels will be negotiated and agreed upon between the City and the
selected proposer. '~ '*"
Such instruction will be defined at minimum as:
* Individual lesson - shall be shared with up to 3 tennis patrons.
· Group lesson - shall be shared with up to 5 tennis patrons.
· Clinics - shall be groups of no less than 4 and no more that 8 tennis
patrons per instructor.
Fees for the various levels and .types of instruction to be conducted will either be
for a fee or free of charge, depending on mutual advance agreement of the Tennis
Pro and the City.
Coach tennis teams sanctioned and approved by the City. of Parks and Recreation,
such services to be provided for a coaching fee .or free, depending on mutual
advance agreement of the City.
Offer demonstrations of aspects of the game of tennis in promotion of the Center.
Such instruction will be defined as a demonstration. Such demonstrations may be
either for a fee or free of charge, depending on mutual advance agreement of the
City.
Establishment, operation and tabulation of tournaments as requested by the City
or facility tennis patrons, including participation in establishing speeitic needs for
individual tournaments.
Promote junior termis by establishing a junior tennis team at each center, teams
will play in a league with other Miami Beach or Miami Dade County Tennis
Facilities.
Provide advice to the City of changes, regarding the tennis indnstry in general,
tennis rules and regulations, equipment and promotional methods associated with
the operation of public tennis facilities.
Advise the City of schedules of clinics, tournaments, and seminars on tennis,
tennis merchandising tennis management and other professionsi information.
Provide Seasonal (three classes, each fall winter and spring) group clinics at low
cost ( a per lesson fee for six to eight lessons to be negotiated and approved in
advance by the City) to the community.
The selected Proposer and employees shall be distinctively unif~ed or
appropriately attired so as to be distinguishable as the Proposer.
The selected proposer shall take good care of facilities and shall use the same in a
care~l manner and shall at its own cost and expense repair City property and
facilities damaged by its operations under this Agreement.
In addition to professional tennis instructions the scope of services required of the
proposer under terms of the agreement will also include but not necessarily be
limited to:
3.
4.
5.
6.
7.
Overall Tennis Centers Management in accordance with City policy~
directives and established policies.
a. Tennis court reservation services
b. Facility / court monitoring
c. Tennis lessons reservations
d. Food and beverage service Of'applicable)
e. Pro shop operations
f. Courts/grounds/buildings maintenance to City specifications
g. Booking of local, regional and state tennis tournaments
h. Marketing, promotion and advertising of the City's Tennis Centers
to residents, day guests and Miami Beach hotels.
i. Must provide summer and specialty camps based on fidl day
Recreational Division Camp format.
j. Must adhere to all City of Miami Beach established tennis center
rules (to be jointly developed by the City and selected proposer.)
k. Tennis professionals must posses and maintain an occupational
license.
Collection and accounting of all revenues.
Payment and accountin~ of all expenses in a timely manner.
Formulation and implementation of operating programs, business plans,
and budgets.
Handling of personnel including employment, (including certi~ed
background investigations), traini~ and terminations.
Preparation of monthly and annual financial operating statements in a'
format acceptable to the City.
Operate the facility in accordance with a City of Miami Beach Tennis
Centers Policy Manual to be jointly prepar~ by the selected proposer and
the City.
At minimum comply with the facility and courts maintenance standards as
delineated in the attached Tenni~ Centers Maintenance Specifications.
The City retains responsibility for the following:
Administration of all terms and conditions of~ Agreement.
Approve all fees and other prindpal tennis center operating polities prior
to implementation.
Approval ha advance of any alterations to existing facilities.
Approval of all te~in tournaments.
Approval of time(s) and the number of l~ni.~ coutis to be used'by the
tennis l:ax}fessionals for tennis insmlctions on a daily basis. '
EXHIBIT "D"
HURRICANE PROCEEDURES FOR CENTER
CITY OF NIIAMI BEACH RECREATION BIVISIO,.~
200 l HC'I:~r~,.ICA.~,'E PROCED [.'RES
I. Ht.'RR. IC.-~.'~'E wATCH PROCEDt.'R~$:
A. ALLSTAFF
Ifa Eurrica.ne Watc.~ is issued ,,v~.:Ie you are on duty, stay at your fic{li~- and call yo~
immediate supe~'isor for insr~ction.
rfyou ~-e ~or on ~u~', ~d a ~u~caae Warc~ is issued, call your immediate
Supe~'isor for i~ctions.
You may be tailed to your ficiIiq~ ro fo[iow h~c~e proe~ffures ~d may be resigned ro ~s~
~ywhere helR is needed.
B. ALL SUPERVI$OR~
Ail supervisors ar~ to report to t~e Division office at Ci.ry Hail.
Each supervisor will instruct ~eir sr. affa£ each facili~ to caw/our safely procedures.
C. ALL TE~'I$ CENTER !I, L4a~tAGER~
Ail Te:m/$ Center Mazm.$ers ar~ to r~port to your Tennis Center.
Notifr your immediate supervisor that you are on dutr.
Follow sate~ proc~ur~s.
ALL POOL It,L41~AGERS
All' Pool Managers are to r~ort to your pools.
NoOgy your immediate supe~rs that you are on dutr.
Follow safety procedure.
ALL PER$ONEL ARE NOT TO LF.,AV'E ~ SITE UNTH~ PERMISSION IS GIVEN' BY' Y'OUR
SUPERVISOR.
PROC'EDURE TO SECURE
2.
a.
4.
$.
6.
Ten_~ personal is to come to work {mmecfiate[y, if'off duty..
Clip ~ a~d take down winds:re,ms. Roll up tightly by s~'tio,,-~ and store ell n~ts.
Remov~ all brooms, etc. and store M $a~ place.
Tie down Imx:h~s to posts.
Store all trashcam hi locker rooms.
Bleachers: remove all seats and store as in.stm~
Secure afl loose objects in the l~ro-shop..
Turn offall l~ower at .main pa.~.e! box.
DO NOT LEAVE THE FACILITY UN'TIL FI.'LLY SECUR.ED.
B. PLAYGROUN'D$ A.N'D YOUTH CEN'TER
Remove eve,-'-:'~hin~ oa eke flrs~ floor ',.ha~ ca~. be da-r,a~ b?' ;;2~er.
Remove all objects av,.ay from windo,.v.
Turn offl:ower at ~e ma£n pane[ switch.
Bring ia ail trashcans aact score in a safe place.
Tie ail beaches a. ad s;vi~.gs securet?-.
Be sure that ali s,~or, s eClU£~menc is stored in a safe place.
DO NOT LEA¥'E THE FACILITY' L~'TIL FULLY SECURED.
C. S'WI:Ma'~II~'G POOLS
2.
3.
4.
5.
6.
7.
Take down all can,'as on deck; san shelters, umbrellas, etc., roll up arid store in safe place.
Clearthe decks and store all movable items in the deck sror'age room.
Lo~ver the water tn the pool about two (2) feet (youth center lower three O) feet).
Stack thtngs off.the floor that can be damaged by water.
Lock ali windows and doors.
Shut offelectricity to pumps, chlorkmtor, etc.
Turn off' power at main switch.
2. POST HI1RRICAI~ PROC'~DURE$
1.
2.
3.
Do
1.
2.
ALLSTAFF
ALL 5UPER¥'ISOR5
A!I Suge:-,-isors are ~o r~.:o~ to Ci.~ Hat/~s soot. ~ possible.
Coordinate the d~a~ a~sessment ~d c~an u~ procedures.
Assist:hr Director. ..
Assign s:~ff to e~ch
ALL TE~,.~'I$ CENTER B,L-X~'AG ERS
A J1 Te.,u'fis Center Manage~ are to repo~ to their Tenrfis Centers as soon as possible.
Prepare a ~,ri~ten damage report of'their faciIi .ry.
Assign sr. aff co cleanup procedure.
ALL POOL NL~"~'AGERS
Pool M~n~ers are to repor~ to theft- Pool as soon as possible.
P~p~e a ~nen ~e repo~ of ~e~ fic~.
~si~ s~ to cie~ p~c~.
EXHIBIT "E"
HOURLY PLAY, MEMEBERSHIPS AND
YOUTH TENNIS POLICY
REGO £.U']flOt! !10. 97'Z(l~4
A [tESOZ,UTIOI~ E=TAiTLISIIING h SCIlF, DU[.E OF I~IE:.II~F,R$11ZP hi-ID
USE~ F~ES FO~ TENNIS CENTERS OPE~'t'ED DY TIlE CITY OF
TO TENNIS C~IIT~RS.
~. IT RESOLVED [tY TIle CITY COr~l-lISSIOl! OF Ti[~ CITY OF MIAMI
P~RIOA, that effective October 1, 1992 there Is heceby established
a new ~ee ~chedttle for membership and user fees for Tennis Centers
oSerated by the .city of Miami ~each Parks and
Resideut Adult'
Resident Senior Citize~
Residen~ Junior (under 1~)
(llusband, Wife, 2 Children)
Each Additional Child
$10~.00 $150.00
?$.00
40.00 50.00
200.00
I~on-Re~ident'Adult
Non-Resident Senior citizens
Non-Resident Junior
Non-Resident Family
({lusband, Wife, 2 Children}
· Each Additional Child
175.00 350o~0
125.00 250.00
60.00 7O.OO
400.00 7OO.O0
SO.O0 60.00
ilalf y~&~ memberships would'continue to be available a~ half ~he
annual fee. City Emp~oyees/Retirees memberships would a~.so
continue to be available aC half Cite annua~ fee.
HOURLY ~U~' FEES
flight - h~cXy per p~aymc' 2.50 3.~
C fry' Empl~yems/~eti~oes would ~y half ~e hourly court fee. .:
Annual - with W~htp ~ SX0.OQ . $ 50.00
WuaX - vt~t ~rshtp X0~oo "' ~ ' ~00.00
~liy - vi~h own Xock o.o0 2.00
u~u~mrship and uaer fees for Tennis Con,ecs ere hereby fascicled.
PJ~S~D end ADOPTED tit:is t~,ch
CI ~'Pf OF MIAMI EEACH
FAF, KS, & F,E.CF-,F_.~,TiON DE.=A~TMENT
The C[r/of Miami Eaach, sha!l permit ycuths unCer 1~ years cfc-._--.e tc play tennis "f'r~e
cf charge" Cudng ncn-schccl hours, subject ~o ccu~
When ccur%~ are crr_,wded, they mus~ either pay the hcudy ccur:, fee cr have a junicr
This policy covers da,/ligh= hcurs cnly.
EXHIBIT "F"
CONTRACTOR'S PROPOSED FEES FOR
PROFESSIONAL TENNIS LESSON', CLINICS
AND PROGRAMS
FLAMINGO PARK PRICE SCHEDULES
AFTER-SCHOOL PROGP~MS
PEE WEE TENNIS-Ages 4-6 years old.
An introduction to tennis with emphasis on games, sportmanship and'
beginning level stroke techniques.
Mon.&Wed. or Tues.&Thur. 2:30-3:30p.m. Cost: $72.00 for 8 classes per
month.
Mon.&Wed.&Fri. or Tues.&Thur.&Frh 2:30-3:30p.m. Cost: $108.00 for 12
classes per month.
JUNIOR TENNIS- For ages 7-14 years old.
An introduction to tennis with emphasis on stroke techniques, game
fundamentals and sportmanship.
Mon.&Wed. or Tues.&Thur. 3:45-5:15p.m. Cost: $108.00 for 8 classes per
month.
Mon.&Wed.&Fri. or Tues.&Thur.&Fri. 3:45-5:15p.m. CoSt: $162 for 12
classes per month.
TOURNAMENT TENNIS- For the serious tournament player. Emphasis on
mentaltoughness, stroke production, physical conditioning and strategy.
Mon.&Wed. or Tues.&Thur. 5:30-7:30p.m. Cost: $160.00 for 8 classes per
month.
Mon.&Wed.&Fri. or Tues.&Thur.&Fri. 5:30-7:30p.m. Cost: $240.00 for 12
classes per month.
ADULT PROGRAMS
WOMEN'S LEAGUE CI.INICS-Level A & B.
Emphasis on doubles strategy and drills, stroke production and physical
fitness.
Mon.&Wed. or Tues.&Thurs. 9:00-10:30a.m. Cost: $120.00 for 8 classes
per month.
MEN'S CLINIC- For the serious player. Emphasis on physical conditioning,
stroke production and strategy.
Wednesday 7:30-9:00p.m. Cost: $15.00
MEN'S COMPETITIVE LADDER- A competitive cha~len_~e tournament ladder with
~ season ending tournament. Cos~: Free
FRIDAY NIGHT MIXED DOUESLES- A social and competitive mixer for men and
women with prizes, games and refreshments.
Friday 7-gp.m. Cost: $10.00
ADULT HI'r'T[NG SESSION- For the individual who feels like hitting with the pro
without any formal instruction. Cost: $30.00 per hour.
PRIVATE LESSONS
Senior professionals- Cost: $50.00/hour or $225.00 for a~ series of 5.
AssiStant professionals- Cost: $40.00/hour or $180.00 for a series .of 5.
SUMMER CAMP-
This is the fun time of the year for the kids who are out of school. Our
program definitely I'ocuses on the tennis but also included are trips to water
parks, movies, bowling, swimming and more to come.
Monday thru Friday 9a.m.-4p,m. Lunches are included. Cost: $250/child.
EXHIBIT "G"
TENNIS COURTS MAINTENANCE
STANDARDS
CITY OF MZ&X,'E BEACH
R.EC~ATION DiVISION
TENqNIS CENTERS
"CLAY" COURT CARE MANUAL