2003-046 Pool Manager Agreement with CavanahL~
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RESOLUTION 46-2003
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE
CLERK TO ENTER INTO AN AGREEMENT WITH RICHARD E. CAVANAH, INC., A
FLORIDA CORPORATION, ATTACHED AS EXHIBIT "A", WHICH AGREEMENT IS
FOR THE PURPOSE OF SECURING A POOL MANAGER FOR THE SWIMMING POOL
AND ITS OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB FOR THE
PERIOD FROM OCTOBER 1, 2003, TO SEPTEMBER 30, 2005; AND PROVIDING FOR
AN EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby
approve the Agreement with Richard E. Cavanah, Inc., a Florida corporation, attached as Exhibit
"A", which Agreement is for the purpose of securing a Pool Manager for the swimming pool and
its operations at the North Palm Beach Country Club for the period from October 1, 2003, to
September 30, 2005.
Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the
Agreement with Richard E. Cavanah, Inc., a Florida corporation, set forth in Exhibit "A" for and
on behalf of the Village of North Palm Beach.
Section 3. This Resolution shall take effect immediately upon its adoption.
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A
AGREEMENT
• THIS AGREEMENT made and entered into this ~~ day of ~=06~~ , 2003,
between the VILLAGE OF NORTH PALM BEACH, hereinafter designated as the ``VILLAGE" and
RICHARD E. CAVANAH, INC., a Florida Corporation, independent contractor, hereinafter
designated as "CAVANAH" wherein, in consideration of the mutual promises herein contained, it is
mutually agreed as follows:
1. COMPENSATION AND DUTIES. The V[LLAGE hereby enters into contract with
CAVANAH as Pool Manager of the Swimming Pool operated by the VILLAGE at the North
Palm Beach Country Club for the period from October 1, 2003, to September 30, 2005. For
the services of CAVANAH, the VILLAGE shall pay the amount of Two Thousand Eight
Hundred Thirty-four ($2,834.00) Dollars per month commencing on October 1, 2003. In the
performance of its contract with the VILLAGE in the foregoing capacity, CAVANAH shall
be directly responsible to the Village Council or its designee. Within this limitation, the
general function and responsibilities of said contractor shall be as follows in concert with the
Village Manager or his designee:
A. To be the Manager of the VILLAGE pool and, in that position supervise the VILLAGE
employees working as lifeguards, swim instructors and general pool help, as mandated
by their approved job descriptions.
B. To be consultant to the VILLAGE concerning the use and operation oP the pool and to
attend the Country Club Advisory Board (CCAB) meetings and Village Council
meetings as requested.
C. To propose, organize and operate aquatic programs for pool users with the concurrence
of the CCAB.
D. To be responsible for the operation and maintenance of the pool and pool equipment
including, but not limited to, pumps and filters. To consult with the Country Club
Director and the Director of Public Services concerning any problems dealing directly
with the pool facilities, their condition and/or maintenance problems. CAVANAH will
forward copies of all HRS inspections to the Country Club Director, the CCAB and to
the Village Council. The cost of the operation and maintenance of the pool, swim
shop, and associated equipment shall be that of the Village.
E. To promote goodwill and public relations with members and other VILLAGE residents
by working and cooperating with pool users.
• F. To post information regarding use of the pool facilities, availability of instruction for
swimming lessons and other data pertinent to the successful operation of pool activities
including a monthly calendar of daily activities at the pool.
G. CAVANAH shall report planned absences to the Country Club Director and designate
who will provide supervision during its absence from the premises.
• H. Meets/Events. CAVANAH shall keep the Country Club Director informed of all
proposed pool activities including swimming meets, parties, rentals, etc. When time
permits, CAVANAH shall submit a Special Events Form to the CCAB through the
Country Club Director no less than ten (10) days prior to the event. These events shall
be coordinated with the Country Club restaurant.
I. To diligently carry out the applicable policies and procedures as set forth in the North
Palm Beach Country Club Rules & Regulations.
J. To establish and update annually, a five year capital improvement plan for the pool
facility.
K. Prepare the annual pool budget and work with the Country Club Director, Village
Manager and the CCAB for the eventual submission of same to the Village Council.
Attend budget meetings to explain and discuss budget proposals related to the pool
operation.
L. CAVANAH agrees to consult with Che Country Club Director to coordinate activities
and events between the Country Club and the Village and among Country Club
activities.
2. RENT. The VILLAGE shall furnish CAVANAH present Swim Shop and office area at the
Club, which space is approximately 500 square feet, for use as its office and sales room.
CAVANAH shall pay the VILLAGE Three Thousand ($3,000.00) Dollars per year, divided
into equal monthly installments of Two Hundred and Fifty ($250.00) Dollars, plus the
appropriate tax, beginning October 1, 2003, as rent for the use of the pool facilities, for the
right to sell merchandise, and the right to teach during the term of this Agreement.
3. CONCESSIONS. In addition to performing the duties required of it in Section 1 above,
CAVANAH shall be given the exclusive privilege and shall be required during the period of
its affiliation with the VILi.AGE by reason of the provisions of this Agreement to operate the
following concessions on the premises of the North Palm Beach Country Club according to
the terms and conditions set forth in connection with each:
A. Swim Shoo. CAVANAH will purchase and sell all swim merchandise and equipment
with the North Palm Beach Country Club logo affixed from the Swim Shop. Said
merchandise to be purchased and sold by CAVANAH or its hired help and by
employees employed by the VILLAGE. Gross proceeds from sale of swim
• merchandise and equipment shall be retained by CAVANAH.
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B. Swim Instruction. CAVANAH shall provide swim instruction at the pool and shall
collect and keep all fees from Swim Team instruction and from all private instruction.
• Designated hours for such instruction shall be recommended by CAVANAH and
approved by the CCAB.
C. Special Events. CAVANAH and the CCAB shall establish all swim meet fees and all
other special event fees and times. Special Event is defined by the following criteria: an
event of which participants are non-members, the facility could preclude members from
use of the facility. VILLAGE shall retain One Hundred Percent (100%) of all net
income from special events except swim meets. Village shall retain a per person fee for
swim meets as determined by the CCAB.
D. Insurance. CAVANAH shall provide personal liability and property insurance for its
concession, written by a company acceptable to the VILLAGE in amount no less than
One Million ($1,000,000.00) Dollars combined single limit. The VILLAGE shall be
named additional insured and a copy of a valid insurance certificate shall be filed with
the VILLAGE Clerk at all times. CAVANAH shall provide worker's compensation
insurance for itself and its employees as required by law and shall provide proof of such
insurance to the VILLAGE. If CAVANAH exempts itself from worker's compensation
coverage, it shall notify the VILLAGE in writing.
E. Concessions. CAVANAH shall operate all concessions granted it and referred to in
Section 2. CAVANAH shall purchase and pay for all materials and merchandise used
or sold in the operation of concessions granted it in its own name and on its own
responsibility, and shall receive and retain all income derived from their operation as its
own and for its sole use and benefit. CAVANAH shall operate all concessions so that
they do not interfere with its supervisory responsibilities as enumerated in Section 1 of
this Agreement. The contracting of services by CAVANAH or by Mr. Richard E.
Cavanah to another person, firm or company, in any capacity, must have prior approval,
in writing, by the Village Council or its designee. Failure to obtain prior written
approval will be grounds for the termination of this Agreement. The operation of
concessions granted CAVANAH shall be at the sole cost and expense of CAVANAH.
F. Additional Lessee Personnel. Except for those positions enumerated in the VILLAGE'S
annual budget, as to employment, duties and salary, and those positions specifically
mentioned herein, CAVANAH shall secure at its own expense, any and all assistants
that may be necessary to effectively carry out the activities enumerated in Section 2 of
this Agreement. CAVANAH shall be responsible for all employees and salaries,
compensation, insurance and expenses thereof. It shall advise the Country Club
Director, in writing, acknowledged by the employee, that all employees are its
employees and not the VILLAGE'S.
G. Promotion Costs -The Village agrees to pay all advertising and promotion costs as
budgeted in the Village's annual budget. CAVANAH shall have the right to expend
additional personal funds for advertising and promotion costs. All advertising and
• promotional items shall first be approved by the Coun[ry Club Director.
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4. GENERAL.
• A. CAVANAH shall keep adequate books and records, make all tax returns and pay all
taxes required in connection with concessions in its own name.
B. If CAVANAH, in its discretion, extends credit to any pool users or Club members for
concessions, sales of merchandise and swim instruction, the VILLAGE shall not have
the obligation to make collections on behalf of CAVANAH; provided, however.
VILLAGE agrees to make billings to such credit customers in its ordinary course of
business and to remit to CAVANAH only what the VILLAGE receives from such
members minus the fee in (D) below.
C. The VILLAGE shall charge CAVANAH four percent (4%) administrative fee on all
amounts it collects which are due and payable to CAVANAH. The administrative fee
shall be deducted from any amount due CAVANAH from the VILLAGE.
D. Pool professional items, including but not limited to pool shop merchandise, training
fees and swimming meet fees, charged by members to their Country Club account, will
be charged back to CAVANAH, including accrued finance charges, when these items
reach a delinquency of 90 days, and deducted from monthly payments due the
contractor. Member names, addresses and itemized list of delinquent items will be
furnished to the contractor for collection.
E. All non-members shall be charged daily guest fees. All daily guest fees and
membership fees shall belong to the VILLAGE. The moneys collected shall be
remitted to the North Palm Beach Country Club administrative office daily, along with
the detailed report, documents and supporting information including, but not limited to,
copies of the pre-numbered validated receipts issued at the time of transaction, sign in
sheets, and cash register tape.
F'. Richard E. Cavanah and his immediate family shall be given swimming privileges at the
NPBCC pool during the terms of this contract.
G. CAVANAH is subject to an annual performance evaluation based on performance
criteria and an evaluation process set by the VILLAGE.
H. Professional Dues. The VILLAGE shall budget, during the term of this agreement, the
annual dues for CAVANAH's membership in U.S.A. Swimming, Inc.
5. INDEPENDENT CONTRACTOR. The parties are entering into this Agreement with the
specific intent and understanding that CAVANAH is an independent contractor and shall
perform all the duties hereunder in such capacity and not as an employee of the VILLAGE
OF NORTH PALM BEACH. Nothing contained within this Agreement is intended nor shall
it be construed to make CAVANAH an employee of the VILLAGE for any purpose.
CAVANAH shall prominently display the fact that it is an independent contractor and not an
• employee of the VILLAGE OF NORTH PALM BEACH for all purposes including, but not
limited to, sale of swim merchandise and instruction.
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6. TERMINATION.
• A. This agreement shall terminate upon the happening of any of the following events:
1. Upon its normal termination if not renewed.
2. Upon the death of Richard E. Cavanah.
3. Upon the physical disability of Richard E. Cavanah. Said disability shall be such
as will incapacitate Richard E. Cavanah for an aggregate of six months, which do
not have to be consecutive, during the working period of this Agreement. After
such period the VILLAGE can elect to terminate this agreement within 60 days
after notice is delivered to CAVANAH.
4. Upon written notice by the VILLAGE of termination for good cause and sufficient
cause. Such good and sufficient cause shall include, but not be limited to, the
following: dishonesty detrimental to the best interests of the VILLAGE;
continuing inattention or negligence of duties; serious illegal or immoral conduct.
B. In the event of termination of this Agreement pursuant to Paragraph SA, CAVANAH
shall be paid its compensation to date of termination. In the event of death of Richard
E. Cavanah, CAVANAH shall be paid its compensation to and including the month of
death, or, in the event of disability, shall be paid to the last day of a month in which
termination occurs.
C. In the event of termination by death or disability of Richard E. Cavanah, CAVANAH
or its representative may elect to have the VILLAGE purchase all merchandise at
CAVANAH's cost less depreciation as set forth under standard accounting practices,
and to pay the same to CAVANAH or its representative within 30 days of the date of
the notice of such election.
D. If the VILLAGE terminates without good and sufficient cause, CAVANAH shall be
entitled to the following compensation from the VILLAGE:
L CAVANAH shall receive its ordinary compensation to date of termination plus
severance pay of Three Thousand ($3,000.00) Dollars.
2. In addition CAVANAH or its representative may elect to have the VILLAGE
purchase all merchandise at CAVANAH's cost less depreciation as set forth under
standard accounting practices, and to pay the same to CAVANAH or its
representative within 30 days of the date of the notice of such election.
CAVANAH agrees to the compensation and severance pay set forth in Paragraph SD as
full andjust compensation for the VILLAGE's termination without cause. Upon payment
as set forth in this Paragraph SD, CAVANAH waives any and all other rights and legal
remedies that it might have against the VILLAGE by reason of such termination.
E. CAVANAH or its representative shall be responsible for all outstanding debts of
• CAVANAH.
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7. INDEMNIFICATION. CAVANAH agrees to indemnify and save and hold VILLAGE
harmless at all times after date of this Agreement, against and in respect of all liabilities,
• claims, damages, deficiencies, actions, proceedings, demands, assessments, judgments, costs
and expenses incident to any of the foregoing by reason of CAVANAH's performance of
Agreement and conduct of business from and after date of this Agreement. Such
indemnification shall include damage to the property of the VILLAGE or injury to employees
or agents of the VILLAGE arising out of the conduct, operation, acts or omissions of
CAVANAH hereunder.
8. ATTORNEY'S FEES. In any litigation between the parties in regards to this agreement, the
prevailing party in such litigation shall be entitled to recover from the non-prevailing party a
reasonable attorney's fees and all costs of litigation both at the trial and appellate level.
9. TAXES. CAVANAH shall be responsible for and pay all taxes, including ad valorem taxes,
levied by governmental authorities pursuant to and by reason of the Agreement between
VILLAGE and CAVANAH.
IN WITNESS WHEREOF, the parties hereunto have set their hands and seals this /7~
day of c..~,Eb~~~~-- , 2003.
RICHARD E. CAVANAH, INC.
Richard E. Cavanah, President
AT~ST:
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