R2024-89 Country Club Swim Activites Training AgreementRESOLUTION 2024-89
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING A LICENSE AGREEMENT
WITH NPB AQUATIC GROUP, INC. TO UTILIZE THE COUNTRY CLUB
POOL FOR ORGANIZED SWIM TRAINING ACTIVITIES AND
AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE
AGREEMENT ON BEHALF OF THE VILLAGE; PROVIDING FOR
CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Village Staff is recommending the execution of a License Agreement with NPB
Aquatic Group, Inc. to allow the company to utilize the pool at the North Palm Beach Country
Club for organized swim training activities; and
WHEREAS, the License Agreement is for a term of three years, with two additional one-year
renewals, and sets forth the conditions under which NPB Aquatic Group may use the pool and
provides for a payment of $2,600 per month to the Village, exclusive of taxes, in years one through
three, and payments of $2,750 and $3,000 per month in years four and five respectively; and
WHEREAS, the Village Council determines that the approval and execution of the License
Agreement 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 of the Village of North Palm Beach, Florida, hereby approves
the License Agreement with NPB Aquatic Group, Inc. for use of the pool at the North Palm Beach
Country Club, 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. All resolutions and parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 4. This Resolution shall take effect immediately upon adoption.
PA OPTED THIS 26TH DAY OF SEPTEMBER, 2024.
C' •q�
aR.�l�A � MAYOR
A
VILLAGE CLERK
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made and entered into this 26th day of September,
2024, 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 NPB AQUATIC GROUP, INC., a Florida corporation, 951 U.S. Highway
One, North Palm Beach, FL 33408, hereinafter referred to as “NPB AQUATIC.”
WITNESSETH:
WHEREAS, the VILLAGE is the owner of the North Palm Country Club (“Country
Club”), located at 951 U.S. Highway One, North Palm Beach, Florida; and
WHEREAS, NPB AQUATIC wishes to utilize the pool located at the Country Club for the
purpose of providing organized swim training activities, specifically, NPB Youth Swim Team,
NPB Masters Swim Team and NPB Water Polo (hereinafter “Swim Training Activities”); and
WHEREAS, the VILLAGE wishes to grant NPB AQUATIC a non-exclusive license to
perform such activities at the Country Club pool 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 NPB AQUATIC agree as follows:
1. GRANT OF LICENSE.
A. The VILLAGE hereby grants to NPB AQUATIC a non-exclusive license to utilize
portions of the Country Club pool for the purpose of providing Swim Training Activities, as more
particularly described in Section 2 below (“Licensed Activities”). In addition to the Licensed
Activities, NPB AQUATIC may also utilize portions of the Country Club pool for Infant
Swimming Resources (ISR) self-recue program instruction.
B. During the term of this License Agreement, the VILLAGE shall not grant a similar
License to any other independent provider of such activities, provided, however, that nothing
contained herein shall prevent the Village, through its employees and/or contractors, from
providing such activities directly.
2. SCOPE OF LICENSE.
A. The VILLAGE shall allow NPB AQUATIC to occupy portions of the Country Club
pool (“Licensed Area”) to conduct Swim Training Activities during the following hours:
NPB Masters (Year-Round):
Monday through Friday, 6:00 a.m. to 7:00 a.m.
Monday, Tuesday, and Thursday, 6:30 p.m. to 8:00 p.m.
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Youth Swim Team (Summer):
Monday through Saturday, 7:00 a.m. to 9:30 a.m.
Monday through Thursday, 4:00 p.m. to 6:00 p.m.
Youth Swim Team (Winter):
Monday, 4:00 p.m. to 7:30 p.m.
Friday, 4:00 p.m. to 7:30 p.m.
Saturday, 6:30 a.m. to 10:00 a.m.
Water Polo (Summer):
Wednesday, 6:30 p.m. to 8:00 p.m.
Friday, 5:00 p.m. to 6:30 p.m.
Water Polo (Winter):
Wednesday, 6:30 p.m. to 8:00 p.m.
Friday, 6:30 p.m. to 9:30 p.m.
For the purposes of this section, Winter hours shall be in effect from the day after Labor Day
through Memorial Day, and Summer hours shall be in effect from the day after Memorial Day
through Labor Day. These hours may be revised by mutual agreement of NPB AQUATIC and the
Country Club General Manager.
B. When not in use, NPB AQUATIC shall store all of its equipment in a location to
be determined by the Country Club General Manager.
C. When the pool is closed to the general public, NPB AQUATIC shall have the right
to use the entire Country Club pool, provided, however, that during normal operating hours, the
VILLAGE shall retain a portion of the pool for use by the general public, as specified by the
Country Club General Manager.
3. TERM OF THE LICENSE.
The initial term of the License granted herein shall be for three years from October 1, 2024
through September 30, 2027. The term shall automatically extend for two additional one-year
periods, unless terminated by either party in accordance with Section 7 below.
4. PAYMENT.
As consideration for the grant of the License by the VILLAGE, NPB AQUATIC shall pay
to the VILLAGE the following sum, plus all applicable taxes (“License Payment”), payable in
advance of each month during the License Term:
A. Two thousand six hundred dollars and no cents ($2,600) per month for years one
through three (through September 30, 2027);
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B. Two thousand seven hundred and fifty dollars and no cents ($2,750.00) per month
for year four (October 1, 2027 through September 30, 2028); and
C. Three thousand dollars and no cents ($3,000.00) per month for year five (October
1, 2028 through September 30, 2029).
5. OBLIGATIONS OF VILLAGE.
A. The VILLAGE shall pay all costs of operating and maintaining the Licensed Area
and real property taxes unrelated to the Licensed Activities performed in accordance with this
Agreement.
B. The VILLAGE shall provide parking for NPB AQUATIC’s employees, agents, and
representatives, in addition to its customers and guests, within designated parking areas at the
Country Club.
C. The VILLAGE shall supply electricity to operate the scoreboard during swim
meets.
6. OBLIGATIONS OF NPB AQUATIC.
A. NPB AQUATIC is solely responsible for all activities performed within the
Licensed Area, including, but not limited to, staffing and payment to its employees, agents, and
representatives. NPB AQUATIC shall further be solely responsible for all taxes incurred by virtue
of its performance of the Licensed Activities.
B. NPB AQUATIC shall secure all permits, licenses and approvals required by
federal, state, and local laws applicable to the performance of the Licensed Services, including,
but not limited to, a VILLAGE Business Tax Receipt.
C. NPB AQUATIC shall use standard and reasonably prudent practices in performing
the Licensed Activities pursuant to this Agreement.
D. NPB AQUATIC’s employees, agents and representatives shall comply with all
VILLAGE requirements governing conduct, safety, and security while on VILLAGE-owned
property.
E. NPB AQUATIC shall provide lifeguards during all Swim Training Activities.
Additionally, NPB AQUATIC shall provide the VILLAGE will all current lifeguard certifications
on the effective date of the Agreement and provide certifications for any additional lifeguards
retained by NPB AQUATIC during the License Term.
F. NPB AQUATIC may conduct no more than four (4) swim meets per year, and the
VILLAGE shall retain the facility entry fee, if any, paid by the participants.
G. NPB AQUATIC shall be responsible for installing and removing the swim walls
utilized by NPB AQUATIC for organized swim training activities.
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7. ADMINISTRATION.
NPB AQUATIC shall occupy the Licensed Premises and perform the Licensed Activities
under the general direction of the Village Manager and the Country Club General Manager. The
Country Club General Manager shall act as the VILLAGE’s representative during the term of this
Agreement, and NPB AQUATIC shall abide by all directives given by the Country Club Manager.
8. INDEPENDENT CONTRACTOR.
The VILLAGE and NPB AQUATIC agree and acknowledge that NPB AQUATIC is and
shall be during the performance of the Licensed Activities 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, NPB AQUATIC 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
1,000,000) in the aggregate. All policies must include sexual and physical abuse liability
coverage.
2. Worker’s Compensation. Worker’s Compensation Insurance in accordance with
statutory requirements and Employer’s Liability Insurance with limits of not less than One
Hundred Thousand Dollars ($100,000) for each accident and not less than Five Hundred
Thousand Dollars ($500,000) in the aggregate.
3. Hired and Non-Hired Vehicles. Hired and Non-Hired Vehicle Insurance with limits
of not less than Five Hundred Thousand Dollars ($500,000) per incident.
B. Deductible amounts shall not exceed five percent (5%) of the total amount of
required insurance in each category.
C. NPB AQUATIC 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. NPB
AQUATIC shall include the VILLAGE as an additional insured on the General Liability and the
Automobile Insurance Policies required by this Agreement. The above insurance requirements
may be waived by the Village Manager, in the Manager’s sole discretion.
D. NPB AQUATIC shall not occupy the Licenses Premises pursuant to the terms of
this Agreement until all insurance required as stated herein has been obtained, and such insurance
has been approved (or waived) by the Village Manager.
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10. INDEMNITY AND HOLD HARMLESS.
A. To the fullest extent permitted by applicable laws and regulations, NPB AQUATIC
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 Licensed Services performed by NPB AQUATIC pursuant to
this Agreement, including, but not limited to, those caused by or arising out of any act, omission,
negligence or default of NPB AQUATIC and/or its employees, agents or representatives.
B. NPB AQUATIC 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 NPB AQUATIC, 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 NPB AQUATIC 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
NPB AQUATIC; and (2) any inappropriate behavior by NPB AQUATIC’s employees, agents, or
representatives, while on VILLAGE property, including, but not limited to, harassment or violent
or threatening behavior.
12. ANTI-DISCRIMINATION.
NPB AQUATIC warrants and represents that all of its employees, agents and
representatives are treated equally during employment without regard to race, color, religion,
gender, age, national origin, disability, or any other category protected by law.
13. NOTICES.
Any notice, request, demand, approval, consent, or other communication which the
VILLAGE or NPB AQUATIC 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 NPB AQUATIC by
personal delivery to NPB AQUATIC’s employees, agents, or representatives 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.
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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, NPB AQUATIC shall deliver and
surrender the Licensed Area to the VILLAGE in good repair and condition, ordinary wear and tear
excepted, and shall remove all of its personal property. Should NPB AQUATIC 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 will be held in Palm Beach County, Florida. The VILLAGE
and NPB AQUATIC knowingly, voluntarily, and intentionally waive any right they may
have to trial by jury with respect to any litigation arising out of or in connection with this
Contract.
17. WAIVER.
A waiver by either the VILLAGE or NPB AQUATIC 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 NPB AQUATIC 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 NPB
AQUATIC, whether written or oral.
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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 NPB AQUATIC 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. NPB AQUATIC 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.
24. INSPECTOR GENERAL.
NPB AQUATIC 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 NPB AQUATIC and
its subcontractors. NPB AQUATIC understands and agrees that in addition to all other remedies
and consequences provided by law, the failure of NPB AQUATIC 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.
A. IF NPB AQUATIC HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO NPB
AQUATIC’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561)
841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE,
NORTH PALM BEACH, FL 33408.
B. In performing services pursuant to this Contract, NPB AQUATIC shall comply
with all relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.0701,
Florida Statutes, NPB AQUATIC shall:
1. Keep and maintain public records required by the VILLAGE to perform the service.
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2. Upon request from the VILLAGE’s custodian of public records, provide the
VILLAGE with a copy the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes, or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the Contract term and following completion of the Contract if NPB AQUATIC
does not transfer the records to the VILLAGE.
4. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public
records in possession of NPB AQUATIC or keep and maintain public records required by
the VILLAGE to perform the services. If NPB AQUATIC transfers all public records to
the VILLAGE upon completion of the Contract, NPB AQUATIC shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If NPB AQUATIC keeps and maintains public records upon
completion of the Contract, NPB AQUATIC shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the
VILLAGE, upon request from the VILLAGE’s custodian of public records, in a format
that is compatible with the information technology systems of the VILLAGE.
26. E-VERIFY.
Pursuant to Section 448.095(5), Florida Statutes, NPB AQUATIC shall:
A. Register with and use the E-Verify system to verify the work authorization status
of all newly hired employees pursuant to Section 448.095(2), Florida Statutes, and require all
subcontractors do the same;
B. Secure an affidavit from all subcontractors stating that the subcontractor does not
employ, contract with, or subcontract with an “unauthorized alien” as defined in Section
448.095(1)(f), Florida Statutes;
C. Maintain copies of all subcontractor affidavits for the duration of this Contract and
provide the same to the VILLAGE upon request;
D. Comply fully, and ensure all subcontractors comply fully, with Section 448.095,
Florida Statutes;
E. Be aware that a violation of Section 448.09(1), Florida Statutes (Unauthorized
aliens; employment prohibited), shall be grounds for termination of this Contract;
F. Be aware that a violation of Section 448.095(5) by a subcontractor, and not NPB
AQUATIC, shall be grounds for the VILLAGE to order NPB AQUATIC immediately terminate
the contract with the subcontractor; and
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G. Be aware that if the VILLAGE terminates this Contract under Section
448.095(5)(c), Florida Statues, NPB AQUATIC may not be awarded a contract for at least one
year after the date on which the Contract is terminated and will be liable for any additional costs
incurred by the VILLAGE as a result of the termination of the Contract.
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
By: _______________________________
SUSAN BICKEL, MAYOR
VILLAGE SEAL)
ATTEST:
By: ________________________________
VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
By: ________________________________
VILLAGE ATTORNEY
NPB AQUATIC:
NPB AQUATIC GROUP, INC., a Florida
corporation
Witnesses:
By: ______________________________
Print Name: Print Name:
Title:
Print Name:
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9/24/2024
President
Richard E Cavanah
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AFFIDAVIT
1. I am over 18 years of age and otherwise competent to affirm the matters set forth in this
Affidavit, which are based on my personal knowledge.
2. I am an officer or authorized representative of NPB Aquatic Group, Inc.
3. NPB Aquatic Group, Inc. does not use coercion for labor or services as defined in Section
787.06, Florida Statutes.
Under the penalties of perjury, I declare that I have read the foregoing affidavit and that the facts
stated in it are true.
By: __________________________________
Print Name:
Title:
Docusign Envelope ID: 846C7907-0E96-4293-BB44-E3FC127B46A8
9/24/2024
President
Richard E Cavanah
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