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2001-034 Agrmeement w/Agnolin as Tennis Director~J RESOLUTION NO. 34-2001 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 MARCEL AGNOLIN ATTACHED AS EXHIBIT "A", WHICH AGREEMENT IS FOR THE PURPOSE OF SECURING A TENNIS DIRECTOR FOR THE TENNIS FACILITIES AND ITS OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB FOR THE PERIOD FROM MAY 1, 2001 TO SEPTEMBER 30, 2003; 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 Marcel Agnolin attached as Exhibit "A", which Agreement is for the purpose of securing a tennis director for the tennis facilities and its operations at the North Palm Beach Country Club for the period from May 1, 2001, to September 30, 2003. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Agreement with Marcel Agnolin, 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. PASSED AND ADOPTED THIS 22ND DAY OF MARCH , 2001. (Village Seal) ATTEST: VILLAGE CLERK ~C//~~~ village~agnolin f 1 AGREEMENT • TH[S AGREEMENT made and entered into this ~~ day of ~'1,C,C/.S< , 2001, between the VILLAGE OF NORTH PALM BEACH, hereinafter designated as the "VILLAGE" and MARCEL AGNOLIN, independent contractor, hereinafter designated as "AGNOLIN" wherein, in consideration of the mutual promises herein contained, it is mutually agreed as follows: COMPENSATION AND DUTIES. The VILLAGE hereby enters into contract with AGNOLIN as Tennis Director at the North Palm Beach Country Club for the period from May 1, 2001 to September 30, 2003. For the services of AGNOLIN, the VILLAGE shall pay the amount of Two Thousand Six Hundred Sixty Seven ($2,667.00) Dollars per month commencing on June 1, 2001. In the performance of his contract with the VILLAGE in the foregoing capacity, AGNOLIN 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 NPBCC Tennis Director who shall supervise the VILLAGE employees working ascashiers/clerks and court maintenance as mandated by their approved job descriptions. B. To be consultant to the VILLAGE concerning the use of the tennis facility and its operation and to attend the Country Club Advisory Board (CCAB) meetings and Village Council meetings as requested. C. To propose, organize and operate tennis programs for tennis facilities with the concurrence of the CCAB. D. To supervise all organized leagues and tournaments. E. To consult with the golf course superintendent, the Director of Public Services and the CCAB concerning any problems dealing directly with the tennis facilities, their condition, and/or maintenance problems. AGNOLIN shall be responsible for the operation and maintenance of the tennis facility, pro shop and associated equipment. The cost of the operation and u maintenance of the tennis facility, pro shop and associated equipment shall • be that of the VILLAGE. F. To promote goodwill and public relations with members and other VILLAGE residents by working and cooperating with tennis court users. G. To provide six (6) tennis social events per year for members, at least two (2) of which shall be open to all VILLAGE residents. H. To post information in the Pro Shop regarding use of the tennis facilities, availability of instruction of tennis lessons and other data pertinent to the successful operation of tennis activities including a monthly calendar of daily activities at the tennis facilities. When time permits, the Tennis Director shall submit a Special Events Form to the CCAB through the Country Club Administrator no less than ten (10) days prior to the event. I. The Tennis Director shall report planned absences to the Country Club Administrator and designate who will provide supervision. J. To diligently carry out the applicable policies and procedures as set forth in the NPBCC Rules and Regulations. K. To establish and update annually a five year capital improvement plan of the tennis facility. L. Prepare the annual tennis budget and work with the CCAB for the eventual submission of same to the Village Council. Attend budget meetings to explain and discuss budget proposals related to the tennis operation. M. AGNOLIN agrees to consult with the Country Club Administrator to coordinate activities and events between the Country Club and the Village and among Country Club activities. 2. CONCESSIONS. In addition to performing the duties required of him in Section • 1 above, AGNOLIN shall be given the exclusive privilege and shall be required during the period of his affiliation with the VILLAGE by reason of the provisions of this Agreement to operate the following concessions on the premises of the Norih Palm Beach Country Club according to the terms and conditions set forth in connection with each: 2 • A. Pro Shon• AGNOLIN will purchase and maintain a well stocked tennis merchandise shop and fully supervise the Pro Shop during operating hours, and sell all merchandise and equipment from the Tennis Shop. It is understood that all display fixtures attached to the tennis pro shop walls are considered permanent in nature and belong to the VILLAGE OF NORTH PALM BEACH. Gross proceeds from sale of merchandise and equipment in the tennis shop shall be retained by AGNOLIlV. B. Tennis Instruction. AGNOLIN shall provide tennis instruction and tennis clinics for adults and children, and shall collect and keep all fees from tennis instruction. Designated hours for such instruction shall be recommended by AGNOLIN and approved by the CCAB. The VILLAGE shall have the right to allow other parties to provide tennis lessons at Anchorage Pazk and the two public courts at the Country Club. C. Special Events. AGNOLIN and the CCAB shall establish all tennis event 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 would preclude members from use of the facility. VILLAGE shall retain seventy-five percent (75%) and AGNOL]N shall retain twenty-five percent (25%) of all net income from special events. D. yrsurance, AGNOLIN shall provide personal liability and property insurance for his concession, written by a company acceptable to the VILLAGE in amount no less than one hundred thousand dollars ($100,000.00) per person and three hundred thousand dollars ($300,000.00) per occurrence. The VILLAGE shall be named insured and a copy of a valid insurance certificate shall be filed with the VILLAGE Clerk at all times. AGNOLIN shall provide worker's compensation insurance for himself and his employees as required by law and shall provide proof of such insurance to the VILLAGE. If AGNOLIN exempts himself from worker's compensation coverage, he shall notify the VILLAGE in writing. E. Concessions. AGNOLIN shall operate all concessions granted him and referred to in Section 2. AGNOLIN shall purchase and pay for all materials and merchandise used or sold in the operation of concessions granted in his own name and on his own responsibility, and receive and retain all income derived from their operation as his own and for his sole use and benefit. AGNOLIN shall operate all concessions so that they do not interfere with his supervisory responsibilities as enumerated in Section 1 of this Agreement. The contracting of services by AGNOLTN to another person, firm or company in any capacity, must have prior written approval by the Village • • Councilor its designee. Failure to obtain prior approval will be grounds for the termination of this Agreement. 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, AGNOLIN shall secure, at his own expense, any and all assistants that maybe necessary to effectively cant' out the activities enumerated in Section 2 of this Agreement. AGNOLIN shall be responsible for all employees and salaries, compensation, insurance and expenses thereof. The VILLAGE shall famish an attendant to collect fees for use of the tennis courts, as well as to be responsible for maintenance of the tennis courts and restrooms. The VILLAGE staff will also record court reservations. The Village Council agrees to consider converting two (2) part- time tennis positions as designated in the Village's annual budget to one (1) full-time position. G. Vending Machines. AGNOLIN shall have the right to operate vending machines at the tennis pavilion at the North Palm Beach Country Club and retain commissions and earnings therefrom. The placement of vending machines and the number of vending machines allowed at the pavilion shall be mutually agreed upon between AGNOLIN and the VILLAGE. AGNOLIN shall not have the right to utilize vending machines from the business known as SAS Vending and Leasing, Ray Cohen, Jr., or a company in which one Ray Cohen, Jr. is a principal without the prior written permission of the Village. AGNOLIN shall maintain all vending machines at his expense and keep such machines in good order and repair. AGNOLIN shall be responsible for providing change to vending machine customers and loss of product due to malfunction of vending machines located in the tennis area. 3. PROF S IONA . RVI A. Definitions. For purposes of this section, the following definitions will apply: Tournament. This is an event primarily constructed for competitive tennis over a period of one to two days. It is a one-time event generally scheduled on weekends. Tournaments for persons 16 years or under generally aze to be scheduled once every four weeks. • 4 • 2. League Plav. This is a commitment for amulti-week event (for example: seven week event) where men and/or women aze placed in their respective skill levels of play and play a ten game set. Social Event. This is actively described as "fun tennis" either as a team tennis day or a member/guest activity where men and women rotate as partners for simple enjoyment of the game and socializing. Balls, prizes and sometime food will be included in the fee assessed. 4. Special Event. This is an event of which participants are non- members, the facility would preclude members from use of the facility. B. Programs -The Tennis Director shall develop, propose, organize and supervise creative and challenging programs, tournaments, league play, and social events for adults, children and all skill levels of players. The Tennis Director shall also provide a Junior Tennis Program by a variety of methods, including but not limited to, establishing a series of ongoing lessons, practice sessions, matches, tournaments, league play and/or clinics geazed specifically for Junior Tennis. C. Tournaments. All tournaments shall be scheduled and organized by the Tennis Director. The Tennis Director and the CCAB shall establish fees for tournaments. All tournament profits and losses shall be that of the Tennis Director. There shall be an accounting within seven (7) working days of the completion of the tournament. Administratively, all tournaments shall be posted ten (10) days in advance of the event on the tennis court bulletin board with a copy of said notice sent to the CCAB at the time of bulletin board posting. All expenses related to any tournaments conducted shall be paid by AGNOLIN. AGNOLIN will pay all expenses generated from conning the tournament, including additional hours as needed for extra personnel responsible for the tournament. D. Promotion Costs -The Village agrees to pay all advertising and promotion costs as budgeted in the Village's annual budget. AGNOLIN 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 CCAB. E. Qpen Plav All daily court fees, and membership fees shall belong to the VILLAGE exclusively. The Tennis Director shall retain ball machine fees and be responsible for maintenance of the ball machine. • • F. League Play/Social Events. Any profit realized from league play and for social events shall belong to Tennis Director. A complete accounting of league play and social events shall be forwarded to the Country Club Administrator within seven (7) working days of the completion of the event. Notice of approved league play and social events will be posted at the tennis shop at least ten (10) days in advance of the event on the tennis court bulletin board with a copy of said notice sent to the Country Club Administrator at the time of bulletin board posting. G. Professional Dues. The VILLAGE shall budget, during the term of this agreement, the annual dues for AGNOLIN's membership in the United States Professional Tennis Association (USPTA). H. Moving E~genses. The VILLAGE will reimburse AGNOL]N an amount not to exceed the sum of One Thousand Five Hundred ($1,500.00) for moving expenses for one move within the first year of the contract. 4. GENERAL A. AGNOL]N shall keep adequate books and records, make all tax returns and pay all taxes required in connection with concessions in his own name. B. If AGNOLIN, in his discretion, extends credit to any players or Club members for concessions, sales of tennis merchandise and tennis instruction, the VILLAGE shall not have the obligation to make collections on behalf of AGNOLIN; provided, however, VILLAGE agrees to make billings to such credit customers in his ordinary course of business and to remit to AGNOLIN only what the VILLAGE receives from such members minus the fee in (C) below. C. The VILLAGE shall chazge AGNOLIN four percent (4%) administrative fee on all amounts it collects which aze due and payable to AGNOLIN. The administrative fee shall be deducted from any amount due AGNOLIN from the VILLAGE. D. All daily guest fees and membership fees shall belong to the VILLAGE .The moneys collected for court rental, and daily fees 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. r1 LJ 6 • E. AGNOLIN and his immediate family shall be given tennis privileges at the NPBCC tennis facility during the terms of this contract. F. AGNOLIN is subject to an annual performance evaluation based on performance criteria and an evaluation process set by the VILLAGE. 5. INDEPENDENT CONTRACTOR The parties aze entering into this Agreement with the specific intent and understanding that AGNOLIN 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 AGNOLIN an employee of the VILLAGE for any purpose. AGNOLIN shall prominently display the fact that he 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 tennis merchandise and instruction. 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 AGNOLIN. 3. Upon the physical disability of AGNOLIN. Said disability shall be such as will incapacitate AGNOLIN 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 AGNOLIN. 4. Upon written notice by the VIILAGE 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; suspension from USPTA for more than 30 days; serious illegal or immoral conduct. • • B. In the event of termination of this Agreement pursuant to Paragraph 6A, AGNOLIN shall be paid his compensation to date of termination. In the event of death, AGNOLIN shall be paid his 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. The parties agree to re-address Paragraph 6B after the first year of the contract. C. In the event of termination by death or disability, AGNOLIN or his representative may elect to have the VILLAGE purchase all merchandise at AGNOLIN's cost less depreciation as set forth under standard accounting practices, and to pay the same to AGNOLIN or his representative within 30 days of the date of the notice of such election. D. If the VILLAGE terminates without good and sufficient cause, AGNOLIN shall be entitled to the following compensation from the VILLAGE: 1. AGNOLIN shall receive his ordinary compensation to date of termination plus severance pay of Three Thousand ($3,000.00) Dollazs. 2. In addition AGNOLIN or his representative may elect to have the VILLAGE purchase all merchandise at AGNOLIN's cost less depreciation as set forth under standard accounting practices, and to pay the same to AGNOLIN or his representative within 30 days of the date of the notice of such election. AGNOLIN agrees to the compensation and severance pay set forth in Paragraph 6D as full and just compensation for the VILLAGE's termination without cause. Upon payment as set forth in this Paragraph 6D, AGNOLIN waives any and all other rights and legal remedies that he might have against the VILLAGE by reason of such termination. The parties agree to re-address the amount of severance pay after the first year of the contract. E. AGNOLIN or his representative shall be responsible for all outstanding debts of AGNOLIN. 7. INDEMNIFICATION: - AGNOLIN 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 AGNOLIN'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 AGNOLIN 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. • IN WITNESS WHEREOF, the parties hereunto have set their hands and seals this ~~ day of ~fF2~f 2001. ATTEST: ~~ VI LACE CLERK ~ • 10 Signed in the Presence of: