2001-035 Agreement w/Cavanah for Pool Manager•
RESOLUTION NO. 35-2001
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
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, 2000, 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 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, 2000, To September 30, 2003.
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.
PASSED AND ADOPTED THIS 22ND DAY OF MARCH , 2001.
(Village Seal)
ATTEST:
VILLAGE CLERK O' C~G
village~Cava•res.28
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• AGREEMENT
THIS AGREEMENT made and entered into this /.w day of-'~,r~~' 2001,
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:
COMPENSATION AND DUTIES. The VILLAGE 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, 2000 to
September 30, 2003. For the services of CAVANAH, the VILLAGE shall pay the
amount of Two Thousand Six Hundred Sixty Seven ($2,667.00) Dollazs per month
commencing on October 1, 2000. 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 pool secretary, 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 of 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 CCAB and the Director of Public Services concerning any problems
dealing directly with the pool facilities, their condition and/or maintenance
problems. The Pool Manager will forward copies of all HRS inspections to
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. The Pool Manager shall report planned absences to the Country Club
Administrator and designate who will provide supervision during its absence
from the premises.
H. Meets/Bvents. CAVANAH shall keep the Country Club Administrator
informed of all proposed pool activities including swimming meets, parties,
rentals, etc. When time permits, the Pool Manager shall submit a Special
Events Form to the CCAB through the Country Club Administrator no less
than ten (10) days prior to the event. These events shall be coordinated with
the Country Club restaurant.
1. 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 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 the Country Club Administrator to
coordinate activities and events between the Country Club and the Village
and among Country Club activities.
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• 2. 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 VILLAGE 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 Shon. CAVANAH will purchase and sell all swim merchandise and
equipment 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.
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 would preclude members from use of the facility and the event could
result in compensation for the pool manager. VILLAGE shall retain seventy-
five percent (75%) and CAVANAH shall retain twenty-five percent (25%)
of all net income from special events.
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 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.
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
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. and merchandise used or sold in the operation of concessions granted it in its
owu came 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 L essee 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 maybe 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 CCAB, in writing, acknowledged by the
employee, that all employees aze its employees and not the VILLAGE's.
G. Vending Machines. CAVANAH shall have the right to operate vending
machines on the pool deck 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 on the pool deck shall be
mutually agreed upon between CAVANAH and the VILLAGE. CAVANAH
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. CAVANAH shall maintain all vending machines at its expense and
keep such machines in good order and repair. CAVANAH shall be
responsible for providing change to vending machine customers and loss of
product due to malfunction of vending machines located on the pool deck.
CAVANAH shall close the vending machines when the snack bar is open for
business.
H. 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 CCAB.
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• 3.C N RAI
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 chazge 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. 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.
E. Richazd E. Cavanah and his immediate family shall be given swimming
privileges at the NPBCC pool during the terms of this contract.
F. CAVANAH is subject to an annual performance evaluation based on
performance criteria and an evaluation process set by the VILLAGE.
G. Professional Dues. The VILLAGE shall budget, during the term of this
agreement, the annual dues for CAVANAH's membership in the United
States Swimming Association.
4. 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
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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.
5. TERMINATION.
A. This agreement shall terminate upon the happening of any of the following
events:
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 Pazagraph 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. The parties agree to re-address Pazagraph SB after the first yeaz of the
contract.
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.
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D. If the VILLAGE terminates without good and sufficient cause, CAVANAH
shall be entitled to the following compensation from the VILLAGE:
1. 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
Pazagraph SD as full and just 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. The parties agree to re-address
the amount of severance pay after the first year of the contract.
E. CAVANAH or its representative shall be responsible for all outstanding debts
of CAVANAH.
6. 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.
7. ATTORNEY'S FEES: In any litigation between the parties in regazds 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.
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IN WITNESS WHEREOF, the parties hereunto have set their hands and seals this ,fig rday
of 2001
Signed in the Presence of:
RICHARD E. CAVANAH, INC.
By:.L~~~~ti4-~,~~i
Richard E. Cavanah, President
THE VILLAGE OF
YOR
ATTEST:
~~
VILLAGE CLERK
\~
PALM BEACH
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