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Res 2019-108 Tennis Academy License AgreementRESOLUTION 2019-108 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A LICENSE AGREEMENT WITH JKTA, LLC TO OCCUPY SPACE AT THE NORTH PALM BEACH COUNTRY CLUB TENNIS CENTER TO OPERATE A TENNIS ACADEMY AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Staff recommended execution of a License Agreement with JKTA, LLC ("JKTA") whereby JKTA would occupy space at the Country Club Tennis Center to operate the Johan Kriek Tennis Academy in accordance with the terms and conditions set forth therein; and WHEREAS, the Village Council determines that the execution of the License Agreement with Kriek is in the best interests of the residents and citizens of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby approves the License Agreement with JKTA, LLC, a copy of which is attached hereto and incorporated herein, and authorizes the Mayor and Village Clerk to execute the Agreement on behalf of the Village. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 26TH DAY OF SEPTEMBER, 2019. (Village Seal) ATTEST: TIVi'-LLAGE CLERK �cvvv� MAYOR LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into this day of rn 03i. , 2019 by and between the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, 501 U.S. Highway One, North Palm Beach, FL 33408, hereinafter referred to as "VILLAGE", and JKTA, LLC, a Florida limited liability company, 6321 PGA Boulevard, Suite 104-311, Palm Beach Gardens, FL 33418, hereinafter referred to "JKTA." WITNESSETH: WHEREAS, the VILLAGE is the owner of the North Palm Country Club Tennis Center ("Tennis Center"), located at 951 U.S. Highway One, North Palm Beach, Florida; and WHEREAS, JKTA operates the Johan Kriek Tennis Academy ("Academy") and wishes to conduct the Academy on courts located at the Tennis Center; and WHEREAS, the VILLAGE wishes to grant JKTA a license to utilize courts at the Tennis Center to operate the Academy in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the VILLAGE and JKTA agree as follows: 1. GRANT OF LICENSE. The VILLAGE hereby grants to JKTA a nonexclusive license to utilize space at the Tennis Center, as more particularly described in Section 2 below, for the purpose of operating the Academy. 2. SCOPE OF LICENSE. A. The VILLAGE shall allow JKTA to utilize four (4) courts at the Tennis Center ("Licensed Area") for the purpose of operating the Academy during the following times: (1) 3:30 p.m. to 7:00 p.m., Monday through Friday; and (2) 11:00 a.m. to 2:30 p.m. on Saturday. The precise courts occupied by JKTA shall be designated by the VILLAGE. B. JKTA shall secure prior written approval from the VILLAGE prior to either altering or erecting any structure, temporary or otherwise, in the Licensed Area. C. Outside of the designated hours set forth in subsection A above, JKTA shall store all equipment necessary for operation of the Academy off-site. Notwithstanding the foregoing, Page 1 of 8 �j 1� JKTA shall be permitted to store no more than four (4) teaching baskets in the Tennis Center equipment room. 3. TERM OF THE LICENSE. The term of the License granted herein shall be from October 1, 2019 through September 30, 2020 ("License Term"). Payments shall be due prior to the first (1 St) day of each month and shall be considered late by the fifteenth (15th) day of each month. 4. PAYMENT. A. As consideration for the grant of the License by the VILLAGE, JKTA shall pay to the VILLAGE the sum of Nineteen Thousand Five Hundred Dollars ($19,500.00) over the License Term, payable as follows: (1) First three months (October through December): $1,000 per month; (2) Second three months (January through March): $1,500 per month; and (3) Final six months (April through September): $2,000 per month. B. In the event that JKTA does not occupy the Licensed Area commencing October 1, 2019, the rent for the month of October shall be prorated. Prior to occupying the Licensed Area and conducting the Academy at the Tennis Center, JKTA shall to the VILLAGE a sum equal to the first month's rent, the last month's rent and a security deposit in the amount of $1,000.00. C. The security deposit shall be held by the VILLAGE in a non interest bearing account to cover any damage to the Licensed Area or other VILLAGE property and shall be refundable, less any damages incurred, within thirty (30) days after the expiration or termination of the License Term. In the event that the License is terminated prior the expiration of one year, the last month's payment shall be credited against any sums due and owing the VILLAGE, with the remaining funds, if any, paid to JKTA within thirty (30) days after termination. 5. OBLIGATIONS OF VILLAGE. A. During the License Term, the VILLAGE shall allow JKTA to market the Tennis Center on its website, in print materials and in customer mailings and shall allow JKTA to place a marketing brochure in its Tennis Shop. B. The VILLAGE shall pay all costs of operating and maintaining the Licensed Area, including repairs, utilities, parking, landscaping and real property taxes unrelated to the operation of the Academy. C. The VILLAGE shall provide parking for Academy Personnel and Academy participants within designated parking areas at the Country Club. D. The VILLAGE shall supply electricity to the Licensed Area. Page 2of8 L 6. OBLIGATIONS OF JKTA. A. JKTA is solely responsible for all activities performed within the Licensed Area, including, but not limited to, staffing of the Academy and payment to Academy Personnel. JKTA shall further be solely responsible for all taxes incurred by virtue of its operation of the Academy at the Tennis Center. B. JKTA shall secure all permits, licenses and approvals required by federal, state and local laws applicable to the operation of the Academy, including, but not limited to, a VILLAGE Business Tax Receipt. C. JKTA shall require that all Academy participations purchase a Junior Tennis Membership at the published annual rate. JKTA shall provide a list of all participants to the VILLAGE to verify the purchase of the required memberships. D. JKTA shall use standard and reasonably prudent practices in operating the Academy in the Licensed Area pursuant to this Agreement. E. All Academy Personnel, whether employees, independent contractors or volunteers, shall comply with all VILLAGE requirements governing conduct, safety and security while on VILLAGE -owned property. Additionally, at a minimum, JKTA shall conduct a background check and drug test prior to any of its Personnel entering the Licensed Area in connection with the operation of the Academy. 7. ADMINISTRATION. JKTA shall occupy the Licensed Area and operate the Academy under the general direction of the Village Manager and the Country Club's General Manager. The General Manager shall act as the VILLAGE's representative during the term of this Agreement, and JKTA shall abide by all directives given by the General Manager. 8. INDEPENDENT CONTRACTOR. The VILLAGE and JKTA agree and acknowledge that JKTA is and shall be during the operation of the Academy on the Licensed Area pursuant to this Agreement, an independent contractor and shall not, under any circumstances, be considered an employee, agent or servant of the VILLAGE. No employment relationship is created by virtue of this Agreement. 9. INSURANCE A. During the term of this Agreement, JKTA shall maintain the following insurance policies written by an insurance company authorized to do business in Florida: 1. General Liability. General Liability Insurance with each occurrence limits of not less than Five Hundred Thousand Dollars ($500,000) and not less than One Million Dollars Page 3 of 8 ($1,000,000) in the aggregate. All policies must include sexual and physical abuse liability coverage. 2. Worker's Compensation. To the extent applicable, JKTA shall carry Workers' Compensation Insurance and Employer's Liability Insurance for all employees as required by Florida Statutes. In the event JKTA does not carry Workers' Compensation Insurance and chooses not to obtain same, then JKTA shall in accordance with Section 440.05, Florida Statutes, apply for and obtain an exemption authorized by the Department of Insurance and shall provide a copy of such exemption to the VILLAGE. B. JKTA shall furnish the VILLAGE certificates of insurance which shall include a provision that policy cancellation, non -renewal, or reduction of coverage shall not be effective until at least thirty (30) days' written notice has been made to the VILLAGE. JKTA shall include the VILLAGE as an additional insured. The above insurance requirements may be waived by the Village Manager, in the Manager's sole discretion. C. JKTA shall not utilize the Licensed Area until all required insurance has been obtained, and such insurance has been approved (or waived) by the Village Manager. 10. INDEMNITY AND HOLD HARMLESS. A. To the fullest extent permitted by applicable laws and regulations, JKTA shall indemnify and save harmless and defend the VILLAGE, its officials, agents, servants, and employees from and against any and all claims, liabilities, losses, and/or causes of action arising out of or in any way related to the operation of the Academy pursuant to this Agreement, including, but not limited to, those caused by or arising out of any act, omission, negligence or default of JKTA and/or its employees, agents or representatives. B. JKTA shall not be required to indemnify the VILLAGE, its officials, agents, servants and employees when the occurrence results solely from the wrongful acts or omissions of the VILLAGE, its officials, agents, servants or employees. C. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the VILLAGE or JKTA, nor shall this Agreement be construed a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes. 11. TERMINATION OF AGREEMENT. A. This Agreement may be terminated by the VILLAGE or JKTA with or without cause upon thirty (30) days' written notice to the other party. B. The VILLAGE may terminate this Agreement with cause immediately. For the purpose of this section, "with cause" shall include: (1) any material breach of this Agreement by JKTA, including failure to pay rent; and (2) any inappropriate behavior by JKTA's employees, Page 4 of 8 contractors or volunteers, while on VILLAGE property, including, but not limited to, harassment or violent or threatening behavior. 12. ANTI -DISCRIMINATION. JKTA warrants and represents that all Academy Personnel are treated equally during employment without regard to race, color, religion, gender, age, national origin, disability, sexual orientation or any other category protected by law. 13. NOTICES. Any notice, request, demand, approval, consent or other communication which the VILLAGE or JKTA may be required or permitted to give to the other party shall be in writing and shall be mailed by certified mail, return receipt requested, at the addresses specified above. Notwithstanding the foregoing, the VILLAGE may provide notice to JKTA by personal delivery to Academy Personnel at the Licensed Area. Notice shall be deemed given when hand delivered or not later than three (3) days after same shall have been deposited in an official United States Post Office, postage prepaid. 14. ENFORCEMENT COSTS. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court awarded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. 15. SURRENDER OF LICENSED AREA. Upon the expiration or termination of this Agreement, JKTA shall deliver and surrender the Licensed Area to the VILLAGE in good repair and condition, with the exception of ordinary wear and tear, and shall remove all of its personal property. Should JKTA fail to remove its personal property upon termination or expiration of this Agreement, said property shall become the property of the VILLAGE. 16. GOVERNING LAW AND VENUE. The laws of the State of Florida shall govern this Agreement. Any and all legal action necessary to enforce this Agreement shall be held in Palm Beach County, Florida. Page 5 of 8 �L I 17. WAIVER. A waiver by either the VILLAGE or JKTA of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. 18. SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. 19. ENTIRETY OF AGREEMENT. The VILLAGE and JKTA agree that this Agreement sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations, letters, or other communications between VILLAGE and JKTA, whether written or oral. 20. MODIFICATION None of the provisions, terms, or conditions contained in this Agreement may be added to, modified, superseded, or otherwise altered, except by written instrument executed by the parties hereto. 21. SUCCESSORS AND ASSIGNS. The VILLAGE and JKTA each binds itself and its partners, successors, assigns, and legal representatives to the other party to this Agreement and to its partners, successors, executors, administrators, assigns, and legal representatives. JKTA shall not assign this Agreement without the express written approval of VILLAGE via executed amendment. 22. PREPARATION. This Agreement shall not be construed more strongly against either party regardless of who was more responsible for its preparation. 23. SURVIVABILITY. Any provision of this Agreement which is of a continuing nature or imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or earlier termination. Page 6 of 8 24. INSPECTOR GENERAL. JKTA is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Agreement, and in furtherance thereof, may demand and obtain records and testimony from JKTA and its subcontractors. JKTA understands and agrees that in addition to all other remedies and consequences provided by law, the failure of JKTA or its subcontractors to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of the Agreement justifying termination. 25. PUBLIC RECORDS. To the extent applicable, JKTA shall comply with Chapter 119.0701, Florida Statutes, regarding access to public records. IN WITNESS WHEREOF, the parties have executed this License Agreement as of the date first above written. VILLAGE: VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation (VILLAGE SEAL) By: _ 0. � 4DAU�LVBREY5 Mayor ATTEST: V LAGS CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 5 VILLAGE ATTORNEY Page 7 of 8 Witnesses: DAGMA C A K�-� Print Name: Print Name: JKTA: JKTA, LLC, a Florida limited liability company. Prin ame: Title: ,Ppz ES/b jq Page 8 of 8