Amendment No. 2 to the Agreement with Miami Beach Tennis Management, LLC ,ioli- 3°° YS)
AMENDMENT NO. 2
MIAMI BEACH TENNIS MANAGEMENT, LLC
AGREEMENT TO PROVIDE PROFESSIONAL TENNIS MANAGEMENT AND
OPERATIONS SERVICES AT THE CITY'S FLAMINGO TENNIS CENTER
This Amendment No. 2 ("Amendment") to the Agreement, dated July 14, 2014, by and
between the City of Miami Beach, Florida, a municipal corporation organized and existing under
the laws of the State of Florida, having its principal place of business at 1700 Convention Center
Drive, Miami Beach, Florida 33139 (the "City"), and Miami Beach Tennis Management, LLC, a
Florida limited liability company, having its principal place of business at 19101 Mystic Pointe
Drive, Apt. 2202, Aventura Florida 33180 ("CONTRACTOR"), is entered into this a'-}"'day of
MCAv , 2018.
RECITALS
WHEREAS, on April 23, 2014, the Mayor and City Commission adopted Resolution
Number 2014-28572, approving the award of Invitation to Bid ("ITB") No. 13-095-01 for
professional management and operation services at the City's Flamingo and North Shore
Tennis Centers; and
WHEREAS, on July 14, 2014, the City and CONTRACTOR executed the Miami Beach
Tennis Management, LLC Agreement to provide Professional Tennis Management and
Operations Services at the City's Flamingo and North Shore Tennis Centers Agreement (the
"Agreement"); and
WHEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution No.
2017-29935, approving Amendment No. 1 to the Agreement, said Amendment, in material part,
providing for the removal of the North Shore Tennis Center from the scope of the Agreement
and reducing the Minimum Guarantee payments due to the City, accordingly(the Agreement
and Amendment No. 1 shall be collectively referred to herein as the "Agreement"); and
WHEREAS, CONTRACTOR has requested approval of the last one-year renewal option
under the Agreement, from June 1, 2018 through May 31, 2019 and, as consideration therefore,
has agreed to pay to the City the total sum of $10,000.00 ("Education Compact Fund
Contribution"), to fund the City's educational initiatives, payable in equal amounts quarterly, as
follows: August 1, 2018: $2,500; November 1, 2018: $2,500; February 1, 2019: $2,500; and
May 1, 2019: $2,500; and
WHEREAS, on May 16, 2018, the Mayor and City Commission adopted Resolution No.
2oa2-3oqg,, accepting the recommendation of the Finance and Citywide Projects
Committee, at its April 20, 2018 meeting, and authorizing the purchase of a tennis software
system, including training sessions, from Vermont Systems, Inc., in an amount not to exceed
$11,360.00, to standardize the software for both tennis centers, and approving, in substantial
form, Amendment No. 2 to the Agreement between the City and Miami Beach Tennis
Management, LLC (Contractor) for Tennis Management and Operations Services at the City's
Flamingo Tennis Center; said Amendment, in material part, (1) acknowledging the renewal of
the last one-year renewal option (June 1, 2018 — May 31, 2019) and Contractor's Education
Compact Fund contribution, in the amount of $10,000; (2) providing the City with utilization of
courts for City produced tennis related special events and/or City sponsored special events
Page 1 of 7
such as local and international tennis tournaments; (3) increasing the annual membership fees
and adding language addressing light fees; (4) including use of club baskets; (5) updating the
tennis software provider; and (6) updating various other clauses, including removing
miscellaneous inapplicable language.
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City and CONTRACTOR hereby agree to amend the Agreement as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this Amendment.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck through and inserted items
underlined) as follows:
(a) Subsection 2.2 of the Agreement is hereby deleted in its entirety and replaced with the
following:
2.2 CONTRACTOR herein accepts the Center, including, without limitation, all
buildings, improvements, and fixtures located thereon, in their"as is" "where is"
condition, 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.
(b) Subsection 3.3.5 of the Agreement is hereby deleted in its entirety
(c) Subsection 3.4 of the Agreement is hereby amended to read as follows:
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 price 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, prior to such sales and/or additions being implemented, and updated, as
deemed necessary, at the discretion of the City Manager. As of the
Commencement Date, the City and CONTRACTOR have approved the types of
merchandise which may be sold at the pro shop ("Pro Shop Merchandise"),
attached hereto and made a part hereof as Exhibit "F". CONTRACTOR will
provide a club basket available for use on a first come first serve basis for
members and resident nonmembers. The club basket will be for a fee of $10.00
per hour for members and $20.00 per hour plus court fees for nonmembers.
Usage of the club basket will be limited to no more than 2 players on a court.
Page 2 of 7
(d) Subsection 3.6 of the Agreement is hereby amended to read as follows:
3.6 Personnel Background Checks.
CONTRACTOR shall comply with the requirements of Sections 1012.32 and
1012.465, Florida Statutes, requiring that only those employees who have
successfully passed the background screening required by the referenced
statutes, and who meet the standards established by the statutes, be allowed
access to any of the Centers and/or allowed to perform services under this
Agreement. This requirement shall also extend to all Contractor representatives,
agents, independent contractors, sub-contractors, or volunteers (such
employees, representatives, agents, independent contractors, sub-contractors, or
volunteers of CONTRACTOR shall be collectively referred to herein as
"Personnel") performing duties under this Agreement.
The Personnel shall undergo the aforestated background screening and a drug
screening, as well as a credit history check for those positions that require the
handling of money(collectively referred to herein as "Background Check Process")
prior to entering the Center to begin employment and/or deliver services. The
Background Check Process will be conducted by the City of Miami Beach Human
Resources Department. Employment may be contingent upon satisfactory
results as determined by the City. The Personnel shall not be permitted to
work at the Center until such time as the Background Check Process
has been completed and the Personnel cleared to perform duties under
this Agreement. If any Personnel is away from the job for a period of 45 or
more days, the City will require a new Background Check Process.
The CITY and CONTRACTOR agree and acknowledge that the failure of
CONTRACTOR to perform any of the duties described in Subsection 3.6 shall
constitute a material breach of this Agreement, for which the City reserves the
right to terminate immediately and without further liability to the City.
CONTRACTOR agrees to indemnify and hold harmless the City, its officers
and employees of any liability in the form of physical or mental injury, death or
property damage resulting in CONTRACTOR's failure to comply with the
requirements of this Subsection 3.6, or Sections 1012.32 and 1012.465,
Florida Statutes.
City will issue ID badges to the Personnel at a nominal fcc (currently $10.00,
but subject to change from time to limo). CONTRACTOR agroos that no
Personnel shall be allowed at the Centers without a City issued ID badgo,
which shall be worn at all Limos in a visible and easily readable location. Tho
transfer of ID badge between Personnel is strictly prohibited-and—shall—he
of Section 13.
CONTRACTOR agrees to require all of its Personnel to notify the
CONTRACTOR and the City of any arrest(s) or conviction(s) of any offense
within 24 hours of its occurrence. CONTRACTOR further agrees to
immediately notify the City upon becoming aware that one of its Personnel,
who was previously certified as completing the Background Check Process, is
Page 3 of 7
subsequently arrested or convicted of any disqualifying offense. Failure by
CONTRACTOR to notify the City of such arrest or conviction within 24
hours of being put on notice shall constitute a material breach of this
Agreement entitling the City to terminate this Agreement immediately,
without further liability to the City.
(e) Subsection 4.4 of the Agreement (Reconciliation of Accounts as of Commencement
Date) is hereby deleted in its entirety.
(f) Subsection 8.6 of the Agreement (Migration of Employees) is hereby deleted in its
entirety.
(g) Exhibit B is hereby deleted and replaced with the attached exhibit, to reflect the updated
annual membership fee schedule.
(h) Subsection 10.1 of the Agreement is hereby amended to read as follows:
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"B," attached hereto.
Furthormoro, CONTRACTOR agrcos that annual memberships sold at the Flamingo
Park Tonnis Conter will bo valid for use at tho Conter and at the North Shore Tennis
only bo valid for ucc at the North Shore Tennis Center.
If the play time of a tennis court user (for a lesson, clinic, etc.) is interrupted due to
weather, resulting in less than 30 minutes of play, the tennis court user will be
entitled to a reimbursement/pay-out/raincheck. If there is a weather interruption, but
the play time exceeded 30 minutes, it will be at the discretion of the CONTRACTOR
to offer a reimbursement/pay-ouUraincheck. Furthermore, light fees will only be
charged to non-members. Those purchasing memberships will not be required to pay
light fees.
(i) Subsection 10.7 of the Agreement is hereby deleted in its entirety and replaced with the
following:
10.7 The CONTRACTOR shall utilize the City's current recreation software system
(i.e. Rec Trac) for the purposes of tracking reservations, financials
memberships, concessions, merchandise, etc. The CONTRACTOR shall have
Tennis Module rights to the Flamingo Park Tennis Center computer software
system. Additionally, phone and in-person reservations must be provided for
by the CONTRACTOR all of which must be cross referenced to avoid
overbookings, no-shows, and adherence to prioritization and utilization of
courts for public usage by restricting lesson/clinic/programming courts during
peak hours. All revenue collected at the Center must go through the City's
secured systems.
(j) Subsection 11.2 of the Agreement is hereby amended to read as follows:
11.2 Building(s) and Facilities Maintenance.
The City further acknowledges that the CONTRACTOR shall not be required to
Page 4 of 7
Improve, repair, restore, refurbish, or otherwise incur any expense in improving or
changing the condition of the Center, except for all costs in connection with the
fulfillment of this Agreement including, without limitation, costs in connection with
operating and furnishing the Tonnis Centers; costs in connection with the
maintenance of the equipment; costs in connection with the upkeep of the tennis
courts, to include surface clay purchase; and costs in connection with the daily
maintenance and janitorial services of the Center including, without limitation, the
following:
(A) Windscreens
(B) Nets (includes hardware)
(C) Lines (includes hardware)
(D) Algae and Weeds on courts
(E) Restrooms (clean and stocked)
(F) Pro Shop and facility cleanliness
(G) Litter Control
(H) Water coolers, ice, water and cups on the courts for patron use.
Notwithstanding the forgoing, the City shall continue to maintain all electrical,
HVAC, plumbing and foundation and structural systems, roofs, exterior walls, and
sports lighting at the Center at its sole cost.
The City will maintain the grass areas in those portions surrounding the Center but
not within the Center. The CONTRACTOR is responsible for servicing the
landscaped area within the Center of both tho Flamingo and North Shore Tennis
Centers. The City shall conduct monthly inspections to ensure landscaped areas
such as grass, shrubbery and trees in accordance with City standards to include but
not limited to healthy, green and vigorous plant material.
CONTRACTOR shall submit to the City (for review and approval prior to the initiation
of contract activities), a communication plan addressing routine, scheduled, and
emergency maintenance and repair activities that may impact the operation of the
Tcnnis Centers. All communications shall be directed to the appropriate City staff.
(k) Subsection 11.5 of the Agreement is hereby deleted in its entirety and replaced with the
following:
11.5 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. Such
equipment to be included as part of the CONTRACTOR's expense are:
(A) Blowers
(B) Trimmers
(C) Hot/Water/Pressure Washing
(D) Trash cans with Rollers
(E) Brooms and Pans
(F) Rakes
(G) Ice Machine
Page 5 of 7
The City has supplied the Center with equipment such as a Gilliberti, drag rakes
and tines, line brushes, Aussie sweep mats, etc. that will be left for the
CONTRACTOR at each center in "as is' condition. Any maintenance to such
equipment or the replacement of the equipment shall be at the sole expense of the
CONTRACTOR. An inventoried list of all equipment and quantities, identifying the
equipment provided by the City upon Commencement Date of this Agreement and
equipment to be purchased by CONTRACTOR is attached hereto as Exhibit "N"
subject to periodic updates as the inventoried list changes. All equipment
purchased for this Agreement shall be used by CONTRACTOR for performance of
this Agreement and shall have a prominently displayed standardized logo to be
approved the City. 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. The CONTRACTOR shall
maintain, in accordance with the manufacturer's specifications and maintenance
requirements, all equipment, whether City owned or owned by the CONTRACTOR
herein specified and purchased. All equipment shall be kept clean, fully functional
and free of damage.
(I) Subsection 17.2 of the Agreement is hereby deleted in its entirety and replaced with the
following:
17.2 City Special Events.
Notwithstanding Subsection 17.1 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 sponsored special
events productions such as local and international tennis tournaments.
In such cases, the City will coordinate with the CONTRACTOR to
cooperatively produce such events. CONTRACTOR agrees that the
number of courts utilized shall be determined by the City and that
events will be held during the Center's operating hours.
CONTRACTOR will provide, at no charge, a minimum of 224 court
days. Under certain circumstance and with City approval, the City may
allow for the CONTRACTOR to negotiate a per court usage fee if
additional courts are required that exceed the minimum of 224 court
days. The City at any time may require the use of all courts at no cost
to the City with the approval of the City Commission. CONTRACTOR
shall retain any income related to the special event and/or production
as it pertains to food and beverage concessions, stringing and
merchandise sales. CONTRACTOR agrees that facility usage for
events may include use of: locker rooms, activity rooms and office
space, umpire chairs, umbrellas, coolers, scoreboards, net-sticks and
the like. If negotiations between the City and the CONTRACTOR prove
to be unsuccessful, the CONTRACTOR shall cease and desist
operations during the term of, and in the area of the special event
and/or production.
Page 6 of 7
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a conflict between the provisions of
this Amendment and the Agreement, the provisions of this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
Raf E. G ado, City Clerk Dan Gelber, Mayor
Date
FOR CONTRACTOR: .#77.MIAN AC ENNIS MANAGEMENT LLC
\'CH 2e,
ATTEST:
By:
cre ary Presi
ent
t CgtAn 4101 Howard Orlin
Print Name Print Name
— 19- IC
Date
APPROVED AS TO
FORM & LANGUAGE
& FOP E CLITION (�
Page7of7 5cti(
City AttaneY �� Dote