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HomeMy WebLinkAboutAgreement_General_04/12/2018_Golf Tournament Support Services GOLF TOURNAMENT SUPPORT SERVICES LICENSE AND AGREEMENT THIS LICENSE AND AGREEMENT is made and entered into this _/9, day of April, 2018 by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation organized and existing under the laws of the State of Florida, whose address is 345 Tequesta Drive, Tequesta, Florida 33469 ("Village"); and JUPITER HILLS CLUB, INC., a Florida not-for-profit corporation organized and existing under the laws of the State of Florida, whose address is 11800 SE Hill Club Terrace, Tequesta, Florida 33469 ("Club"). WITNESSETH WHEREAS, the United States Golf Association ("USGA") has selected the Jupiter Hills Club as the host site for the 2018 U.S. Amateur Four-Ball Championship to be held May 16-24, 2018 ("Tournament"); and WHEREAS, Tequesta Park, which is operated, managed and maintained by the Village through a lease agreement with the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida, is adjacent to Jupiter Hills Club and is most suitable as a location to accommodate parking for the Tournament; and WHEREAS, the Club has approached the Village seeking cooperative assistance and support related to Tournament guest and support vehicle parking at Tequesta Park, associated traffic control matters on County Line Road, and associated towing services as needed; and WHEREAS, the Village's lease agreement with the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida for the operation and management of Tequesta Park provides that Tequesta Park is to be used for public outdoor activities and education, as well as related uses necessary to accomplish those purposes; and WHEREAS, the Village has spoken with the Florida Department of Environmental Protection (which oversees the Internal Improvement Trust Fund) and has received verification that temporary use of Tequesta Park as requested by the Club is within the parameters of its permissible uses under the lease agreement; and WHEREAS, the Village is willing and able to provide such parking and traffic related support services to the Club pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, the Club has also approached the Village seeking cooperative assistance and support related to emergency medical services and general ancillary public safety support at the Tournament site itself; and Page 1 of 13 WHEREAS, the Village is willing and able to provide such emergency medical and public safety related support services to the Club pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, the Village Council has been made aware of the Tournament as well as the Club's request for cooperative assistance and support services related thereto; and WHEREAS, the Village Council has determined it to be in the best interest of the Village to provide such services to the Club for the Tournament pursuant to the terms and conditions set forth in this Agreement, and that to the extent Village resources are utilized to provide such services and support, that such utilization of Village resources serves a clear public purpose. NOW, THEREFORE, in consideration of the terms, covenants, and conditions hereinafter specified, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both the Club and the Village, the parties hereby agree as follows: PART 1 USE OF TEQUESTA PARK LICENSE Section 1.01 Premises Use; Rent, Fees and Assessments. The Village hereby grants a license to the Club to use portions of Tequesta Park for parking of Tournament guests' and support staff personal use vehicles thereon. The specific portions of Tequesta Park to be utilized by the Club ("Premises") are more specifically described and depicted on Exhibit "A" appended to this license and Agreement. The Club shall pay the Village the total sum of Five Thousand Dollars ($5,000.00) for such license, due and payable upon execution of this Agreement. Said payment shall be non-refundable for any reason whatsoever. In the event this license, or the Club's use of the Premises renders the Premises or Tequesta Park subject to ad valorem real property taxes or other fees or assessments imposed by any government entity, the Club shall be responsible for and shall pay same before any required payment is deemed to be delinquent or otherwise past due. Section 1.02 Condition and Use of the Premises. A. The Village shall provide the Premises to the Club in a condition that is suitable for the parking of Tournament guests' and support staff personal use vehicles ("suitable condition" means that turf stabilization and mulch placement as determined by the Village in its sole discretion to be appropriate for the use intended will be provided). It is not the intent of this Agreement that the Premises will be used for the parking of any commercial vehicles, vehicles towing trailers of any kind, or Page 2 of 13 vehicles with more than two (2) axels. Lighting for the Premises shall be available from 5:30 a.m. until Sunrise and from Sunset until 9:00 p.m. each day of the Tournament. B. The Club shall be wholly responsible for all vehicle parking on the Premises for the Tournament, including the provision and use of Premises attendants. The Club shall be solely liable and responsible for the actions and conduct of, and the compensation (if any), insurance and indemnification for, said attendants. The Club shall fully indemnify and hold the Village harmless for any and all loss, property damage and/or injury associated directly or indirectly with vehicle parking on the Premises as well as the conduct of the Premises attendants, including but not limited to parking related activities. Detailed indemnification and hold harmless provisions are set forth below. C. The Club shall provide for law enforcement / public safety services on the Premises through use of the Martin County Sheriffs Office. The Village's Police Department shall assist and supplement law enforcement / public safety services at the Premises as needed and shall also provide road patrol services on County Line Road adjacent to and near the Premises during the Tournament. D. The Club shall provide, on an "as-needed" basis, towing services in the event that any vehicle parked at the Premises for the Tournament becomes stuck or disabled on the Premises, or otherwise requires removal from the Premises. Club shall fully indemnify and hold the Village harmless for any and all loss, property damage and/or injury associated directly or indirectly with towing activities as well as the conduct of all tow truck operators or assistants. Detailed indemnification and hold harmless provisions are set forth below. E. The Club shall be wholly responsible for the provision of shuttle transportation services to and from the Premises for the Tournament. The Club shall fully indemnify and hold the Village harmless for any and all loss, property damage and/or injury associated directly or indirectly with shuttle transportation activities as well as the conduct of all shuttle operators or assistants. Detailed indemnification and hold harmless provisions are set forth below. Section 1.03 Waste or Nuisance Prohibited. The Club shall not commit or suffer to be committed any waste upon the Premises, commit or permit the maintenance or commission of any nuisance or other act or thing which may result in damage or depreciation of value of the Page 3 of 13 Premises or which may affect the Village's interest in Tequesta Park, including the Premises or which results in an unsightly condition. Section 1.04 Return of the Premises in Good Condition. After the conclusion of the Tournament, the Club shall be fully responsible for returning the Premises to the Village in the same condition it was provided to the Club prior to the Tournament. The Club shall be wholly responsible for the clean- up of all garbage, trash and debris left on the Premises as a result of the Tournament parking activities as contemplated by this Agreement. Said clean-up shall be completed within 24 hours of the conclusion of the Tournament. The Club shall likewise be wholly responsible for removal of any environmental contaminants left on the Premises as a result of the Tournament parking activities as contemplated by this Agreement. Upon discovery of any such environmental contamination, the Club shall immediately notify the Village and shall prepare and implement a clean-up plan. Said clean-up shall be completed as soon as possible after the conclusion of the Tournament. The Club shall fully indemnify and hold the Village harmless for any and all environmental damage to the Premises directly or indirectly related to the Tournament parking activities as contemplated by this Agreement. Detailed indemnification and hold harmless provisions are set forth below. Section 1.05 Utilities. If necessary, the Club shall be solely responsible for all costs and expenses relating to providing utility services to the Premises during the dates of the Tournament and shall pay directly to the utility company or provider of such service all charges and assessments for any utility services provided, including, but not limited to, water, sewer, gas, electricity, trash collection, and removal of any other utility used or consumed on the Premises. Section 1.06 Assignment. The Club shall not assign, mortgage, pledge, or encumber this license or this Agreement in whole or in part, nor sublet or rent all or any portion of the Premises nor grant easements affecting the Premises, without prior written consent of the Village, which written consent may be granted or withheld in the Village's sole and absolute discretion, for any reason or for no reason. PART 2 EMERGENCY MEDICAL SERVICES Section 2.01 Provision of Emergency Medical Services. The Village shall provide emergency medical personnel and equipment for the Tournament by stationing appropriate ambulance / emergency medical vehicles, equipment and associated personnel at the Premises. Said vehicle(s) and Page 4 of 13 associated personnel shall be available to enter other Tournament sites as needed. The provision of emergency medical services as contemplated herein shall be pursuant to a separate agreement between the Club and the Village which specifies services, equipment and personnel to be provided by the Village as well as fees to be paid by the Club for such services, equipment and personnel. The separate agreement for the provision of emergency medical services shall be appended hereto as Exhibit "B". PART 3 MISCELLANEOUS TOURNAMENT SERVICES Section 3.01 Signage. The Village shall provide two (2) Village owned electric changeable copy signs to the Club for use during the Tournament dates for directing Tournament events, traffic and parking. The placement and operation of such signs shall be under the direction and control of Village personnel. It is the intent of this section that Club and Village personnel work cooperatively in the placement and operation of such signs, with the understanding that since the signs are property of the Village, the Village must have ultimate control over their placement and use. Section 3.02 Provision of Support Services, Vehicles and Staff. In addition to the preparation of the Premises as set forth in section 1.02 A. above, the Village shall also provide one Village owned pick-up truck and one 4x4 "Mule" vehicle for use during the Tournament. Such vehicles may be utilized at all Tournament sites on an as-needed basis. The vehicles shall be operated solely by Village personnel who shall work cooperatively with Tournament staff throughout the Tournament event. The provision of support vehicles and staff as contemplated herein, as well as the preparation of the premises as contemplated herein shall be pursuant to a separate agreement between the Club and the Village which specifies services, equipment and personnel to be provided by the Village as well as fees to be paid by the Club for such services, equipment and personnel. The separate agreement for the provision of support services, vehicles and staff shall be appended hereto as Exhibit "C". In the event that any Village support vehicle is damaged as a result of its use during the Tournament, the Club shall pay for all required repairs immediately upon receipt of an invoice from the Village for same. In addition, the Club shall fully indemnify and hold the Village harmless for any and all loss, property damage and/or injury associated directly or indirectly with the use of such vehicles during the Tournament. Detailed indemnification and hold harmless provisions are set forth below. Section 3.03 Provision of General Law Enforcement Services. Page 5 of 13 The Club shall be solely responsible for the provision of law enforcement services associated with the Tournament, except as specified in Part 1 above. Specifically, the Club shall provide, through the Martin County Sheriff's Office, all law enforcement services for the Premises described in Part I above, all Tournament areas, and all areas of U.S. Highway 1 in Martin County that may be directly or indirectly impacted by the Tournament. The Village shall have no responsibility for the provision of any law enforcement services other than those described in Part 1 above. PART 4 GENERAL TERMS AND CONDITIONS Section 4.01 Government Regulations. The Club shall, at the Club's sole cost and expense, comply with all ordinances, laws, statues, and regulations promulgated thereunder of all county, municipal, state federal and other applicable governmental authorities now in force or which may hereafter be in force, pertaining to the Club and its use of the Premises or Tequesta Park generally. The Club shall not use, maintain, store, or dispose of any contaminants, including, but not limited to, hazardous or toxic substances, chemicals, or other agents on the Premises or any adjacent land in any manner not permitted by law. The Club shall indemnify, defend, and save the Village harmless from any and all penalties, fines, costs, expenses, suits, claims, or damages resulting from the Club's failure to perform its obligations in this Agreement. This indemnification provision shall survive the termination or expiration of this license and this Agreement. Section 4.02 The Village's Right to Inspect. The Village or its agents shall have the right to enter the Premises at any time for the purpose of inspection of the Premises. Any such entry on the Premises shall be conducted by the Village in a manner calculated to minimize any interference with or disruption of the Club's operations within the Premises. Section 4.03 Required Insurance Coverages. A. Workers' Compensation. During the term of this Agreement, Club shall maintain Workers' Compensation Insurance covering all employees with limits meeting all applicable state statutes and federal laws. This coverage shall include Employers' Liability with limits meeting all applicable state statutes and federal laws. This coverage must extend to any subcontractor that does not have its own Workers' Compensation and Employers Liability Insurance. Thirty (30) days' notice of cancellation is required and must be provided to the Village via Certified Mail. Page 6 of 13 B. Commercial and General Liability. During the term of this Agreement, Club shall maintain Commercial General Liability and Property Damage policies of insurance in amounts of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general aggregate with respect to its use of the Premises. The policy shall include coverage for property damage, and contractual liability specifically insuring the indemnification portion of this license and this Agreement. C. Certificates of Insurance. The Village shall be named as an "additional insured" on all policies relating to this license and this Agreement and shall be provided with a standard form of certificate of insurance no later than 30 days prior to the Tournament. Such certificate shall provide that the Village shall be notified at least thirty (30) days prior to any cancellation or change in coverage. All required certificates of insurance shall be appended hereto as Exhibit"C". Section 4.04 Indemnification and Hold Harmless. The Club shall indemnify, save and hold the Village, its officers, agents, and employees harmless from any and all claims, liability, losses, and causes of action of any nature whatsoever which may arise out of or be in any way related to the Club's use of the Premises, and which may arise out of or be in any way related to the Village's provision of other services, equipment and personnel as set forth in this license and Agreement. The Club shall pay all claims or losses of any nature whatsoever in connection therewith, including, but not limited to, attorney's fees and costs to defend all claims or suits, including appellate fees and costs, and shall pay all costs and judgments which may issue thereon. The Village reserves the right to select its own counsel in any such proceeding, and all costs and fees associated therewith shall be the responsibility of the Club. Compliance with the foregoing shall not relieve the Club of any liability or other obligation under this license or this Agreement. Further, nothing contained herein is intended nor shall be construed to waive Village's sovereign immunity rights or the limitations of liability set forth in Section 768.28, Florida Statutes. This indemnification provision shall survive the termination of expiration of this license and this Agreement. Section 4.05 Notices. Any notices related to this license and Agreement shall be effective and valid only if in writing, and shall be deemed to be duly given if mailed prepaid by certified mail return receipt requested, or via hand delivery to the following addresses, which may be changed from time to time upon 3 days' notice to the other party: If to the Village: Village of Tequesta Page 7 of 13 345 Tequesta Drive Tequesta, Florida 33469 If to the Club: Jupiter Hills Club, Inc. 11800 SE Hill Club Terrace Tequesta, Florida 33469 Section 4.06 Headings. The headings contained in this license and Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this license and Agreement. Section 4.07 Construction. The parties acknowledge that each has shared equally in the drafting and preparation of this license and Agreement and accordingly, no Court or Administrative Hearing Officer construing this license and Agreement shall construe it more strictly against one party than the other and every covenant, term, and provision of this license and Agreement shall be construed simply according to its fair meaning. Section 4.08 Severabillity. If any part of this license and Agreement is contrary to, prohibited by, or deemed invalid under any applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited, or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. Section 4.09 Recording. The Club shall not record this license and Agreement, or any memorandum or short form thereof, without written consent and joinder of the Village, which written consent and joinder may be granted or withheld in the Village's sole and absolute discretion, for any reason or for no reason. Section 4.10 Binding Effect. All of the terms and provisions of this license and Agreement, whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal representatives, successors and permitted assigns. Section 4.11 Governing Law and Venue. Page 8 of 13 This license and Agreement and all transactions contemplated herein shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Florida. Venue of all proceedings in connection herewith shall lie exclusively in Palm Beach County, Florida. Section 4.12 Waiver of Jury Trial. The parties hereto waive trial by jury in connection with proceedings or counterclaims brought by either party hereto against the other in connection with this license and Agreement. Section 4.13 Attorneys' Fees. It is understood and agreed by the parties hereto that in the event any lawsuit in the judicial system, federal or state, is brought to enforce compliance with this license and Agreement or to interpret same, or if any administrative proceeding is brought for the same purposes, the non-prevailing party agrees to pay to the prevailing party's reasonable attorneys' fees and costs, including fees and costs on any appeal. Section 4.14 Waiver, Accord and Satisfaction. The waiver by the Village of any default of any term, condition, or covenant herein contained shall not be a waiver of such term, condition, or covenant, or any subsequent default of the same or any other term, condition, or covenant herein contained. The waiver of any consent or approval by the Village to or any act by the Club requiring the Village's consent or approval shall not be deemed to waive or render unnecessary the Village's consent or approval of any subsequently similar act by the Club. Section 4.15 Non-Exclusivity of Remedies. No remedy herein conferred on any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. Section 4.16 Effective Date. The effective date of this license and Agreement shall be the date it has been executed by both of the parties hereto. Section 4.17 Termination. Page 9 of 13 Either party may terminate this license and this Agreement, for any reason or for no reason, by giving the other party five (5) days' written notice of its intent to terminate. Upon the giving of such notice, this license and this Agreement shall expire on the date specified as if that date had originally been fixed as the expiration date of this license and this Agreement. Section 4.18 Public Records. In accordance with Sec. 119.0701, Florida Statutes, the Club must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, the Club must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. Should the Club fail to provide the public records to the Village, or fail to make them available for inspection or copying, within a reasonable time, the Club may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, the Club shall ensure that any exempt or confidential records associated with this license and Agreement or associated with the performance of the work described herein are not disclosed except as authorized by law for the duration of the license and Agreement term, and following completion of the license and Agreement if the Club does not transfer the records to the Village. Finally, upon completion of the license and Agreement, the Club shall transfer, at no cost to the Village, all public records in possession of the Club, or keep and maintain public records required by the Village. If.the Club transfers all public records to the Village upon completion of the license and Agreement, the Club shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Club keeps and maintains public records upon completion of this license and Agreement, the Club shall meet all applicable requirements for retaining public records. Records that are 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 Village's information technology systems. IF THE CLUB HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CLUB'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LICENSE AND AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT ImcwiIIiams(a_teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Section 4.19 Office of Inspector General. Page 10 of 13 Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. Section 4.20 Entire Agreement This license and this Agreement and Exhibits attached hereto constitute all agreements, conditions, and understandings between the Club and the Village concerning the Tournament, Tequesta Park, the Premises and the Jupiter Hills Club. All representations, either oral or written, shall be deemed to be merged into this license and this Agreement. Except as otherwise provided herein, no subsequent alteration, waiver, change, or addition to this license and this Agreement shall be binding upon the Club or the Village unless reduced to writing, appended hereto, and executed with the same formality as this license and Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 11 of 13 IN WITNESS WHEREOF, the parties hereto have set their respective hands and seals on the day and year first above written. EXECUTED BY THE VILLAGE this A day of April, 2018. VILLAGE OF TEQUESTA, FLORIDA i Y: Abiga' Brenna , Mayor ATTEST: OF BY: Lori McWilliams, MMC, Village C_ SEAL k.INCORPORATED:` APPROVE S T FORM AND LEGAL SU N BY: 'th WbavistVillage Attorn EXECUTED BY THE CLUB this day of April, 2018. JUPITER I LS CLUB, INC a4l. BY: Name: 4; 1(` Title: (SEAL) ATTEST: BY: Name: Page 12 of 13 Title: Page 13 of 13 ag SE Cogs ¥1 EXHIBIT B AGREEMENT FOR THE PROVISION OF EMERGENCY MEDICAL SERVICES THIS EXHIBIT B TO THAT CERTAIN "GOLF TOURNAMENT SUPPORT SERVICES LICENSE AND AGREEMENT", hereinafter referred to as the ("EMS Agreement"), is made and entered into this 1! day of April, 2018 by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation organized and existing under the laws of the State of Florida, whose address is 345 Tequesta Drive, Tequesta, Florida 33469 ("Village"); and JUPITER HILLS CLUB, INC., a Florida not-for-profit corporation organized and existing under the laws of the State of Florida, whose address is 11800 SE Hill Club Terrace, Tequesta, Florida 33469 ("Club"). WITNESSETH Pursuant to Paragraph 2.01 of the GOLF TOURNAMENT SUPPORT SERVICES LICENSE AND AGREEMENT, and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Village and the Club both hereby agree as follows: 1. Village to Provide Emergency Medical Services: The Village shall provide, through its Fire Department and under the direction of its Fire Chief, personnel to man one (1) First-Aid Station in a location mutually agreed to by the Village and the Club on the grounds of the Jupiter Hills Club during the 2018 U.S. Amateur Four-Ball Championship to be held May 16-24, 2018 ("Tournament"). The Village shall provide, in the sole discretion of the Village's Fire Chief, equipment and materials appropriate for said First-Aid Station for the duration of the Tournament, including, but not limited to one vehicle for traveling the grounds of the Tournament as more particularly described in the Incident Action Plan which shall become a part of this EMS Agreement. The Village shall provide, through its Fire Department and under the sole direction of its Fire Chief, three (3) appropriately trained fire-rescue personnel for the duration of the Tournament. 2. Club to Pay Costs and Expenses: The Club agrees to pay the Village Fifty Dollars ($50.00) per hour for each fire-rescue person provided by the Village for the Tournament. For purposes of calculating costs and expenses, each fire- rescue person provided by the Village shall be considered to be on-duty for the Tournament each day of the Tournament from 6:30 am until 7:00 pm (12.5 hours per day). The Club shall pay the Village, in advance and in full no later than April 19, 2018, for the services contemplated in this EMS Agreement at the staffing level requested by the Club. Prior to the commencement of the Tournament, the Incident Action Plan shall be completed and appended to this EMS Agreement. Said Incident Action Plan shall include establishing the staffing levels, hours and EXHIBIT B EMS Agreement days of the Tournament to be covered by Village fire-rescue personnel, and the total cost for such services. 3. Club Responsibilities: The Club shall be solely responsible for the maintaining and storing of any and all notes and other records for First-Aid or other medical or Para-Medical services that are created or received in furtherance of the services contemplated by this EMS Agreement. In addition, the Club shall, as a condition precedent to the Village providing the services contemplated in this EMS Agreement, collaborate with the Village Fire Chief to prepare an Incident Action Plan for the operating procedures for the Tournament. Such Incident Action Plan must ultimately be acceptable both to the Club and the Village Fire Chief. It is also understood that the Club will be utilizing medical and /or para- medical volunteers to augment the personnel provided by the Village pursuant to this EMS Agreement. Such volunteers are not under the direction or control of the Village or the Village's Fire Chief. It is agreed by the Club that the Village shall not be responsible or liable for any acts undertaken by such volunteers and that such volunteers are acting solely at the direction of the Club. 4. Indemnification: The Club shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of any error, omission, negligent act, conduct, or misconduct of the Club, its agents, servants, or employees, including its medical and / or para-medical volunteers in the provision of services contemplated by this EMS Agreement. It is understood and agreed that the Village will require Tournament guests, personnel, staff, or any other person who desires to utilize the services provided by the Village as contemplated by this EMS Agreement to indemnify and hold harmless the Village prior to the rendering of services. It is further understood and agreed that such indemnification is in favor of the Village only and does not cover the Club in any way. Should the Club require Tournament guests, personnel, staff, or any other person who desires to utilize the services provided by the Village as contemplated by this EMS Agreement to indemnify and hold harmless the Club as well, the Club shall be solely responsible for the provision of such indemnification. The Village shall not be required, and shall not, provide any such indemnification to the Club. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 2 of 3 EXHIBIT B EMS Agreement IN WITNESS WHEREOF, the parties hereto have set their respective hands and seals on the day and year first above written. EXECUTED BY THE VILLAGE this ]�- day of April, 2018. VILLAGE OF TEQUESTA, FLORIDA t BY: J lQ&d"flKaKrire Chief , ATTEST: NIS. Rq�� � BY: A W Lori McWilliams, MMC, Village CIo: c a OGD -QED )Y: 7DavVtis, RM AND Village Attorn EXECUTED BY THE CLUB this day of April, 2018. JUPITER HI LS CLUB, INC. BY: Name: Title: (SEAL) ATTEST: BY: Name: Title: Page 3 of 3 EXHIBIT C AGREEMENT FOR THE PROVISION OF MISCELLANEOUS TOURNAMENT SERVICES THIS EXHIBIT C TO THAT CERTAIN "GOLF TOURNAMENT SUPPORT SERVICES LICENSE AND AGREEMENT", hereinafter referred to as the ("Public Works Agreement"), is made and entered into this I- day of April, 2018 by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation organized and existing under the laws of the State of Florida, whose address is 345 Tequesta Drive, Tequesta, Florida 33469 ("Village"); and JUPITER HILLS CLUB, INC., a Florida not-for-profit corporation organized and existing under the laws of the State of Florida, whose address is 11800 SE Hill Club Terrace, Tequesta, Florida 33469 ("Club"). WITNESSETH Pursuant to Paragraph 3.02 of the GOLF TOURNAMENT SUPPORT SERVICES LICENSE AND AGREEMENT, and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Village and the Club both hereby agree as follows: 1. Village to Provide Support Services: The Village shall provide, through its Public Works Department and under the direction of its Deputy Public Works Director, the following services on the grounds of the Jupiter Hills Club as well as the Premises within Tequesta Park during the 2018 U.S. Amateur Four-Ball Championship to be held May 16-24, 2018 ("Tournament"): a. Preparation of the parking Premises in Tequesta Park to a suitable condition for Tournament parking purposes. This includes labor and materials - to provide a total of 524 (110 permanent existing, and 414 temporary) parking spaces as depicted on Exhibit A, to trim vegetation as needed from the access road to the field as depicted on Exhibit A, to spread mulch in sandy areas as needed, to block off irrigation valves with posts, and to add gravel to the sandy entrance area. b. Supply and install four (4) portable toilets and one (1) hand-washing station at the Premises. c. Provide one public works vehicle and operator for use, as needed, at the Tournament site. 2. Club to Pay Costs and Expenses: The Club agrees to pay the Village for the above services as follows: a. Seven Thousand Dollars ($7,000.00) for preparation of the parking Premises in Tequesta Park as set forth in paragraph 1.a. above; and b. Two Thousand, Two Hundred Fifty Dollars ($2,250.00) for the provision of toilet and handwashing facilities as set forth in paragraph 1.b. above; EXHIBIT C Public Works Agreement c. Forty Dollars ($40.00) per hour per employee utilized as set forth in paragraph 1.c. above. For purposes of calculating costs and expenses, each public works person provided by the Village shall be considered to be on-duty for the Tournament each day of the Tournament from 8:00 am until 6:00 pm (10 hours per day). As a condition precedent to the Village providing the services contemplated in this Public Works Agreement, the Club shall advise the Village, no later than March 19, 2018, of the number of public works personnel it will retain. Based on the number of personnel retained and the days and times such personnel shall be on-duty at the Tournament, the Club shall pay the Village, in advance and in full no later than April 19, 2018, for the services contemplated in this Public Works Agreement at the stafl•ing level requested by the Club. Prior to the commencement of the Tournament, documentation agreed to by the Village and the Club establishing the staffing level, hours and days of the Tournament to be covered by said public works personnel, and the total cost for such services shall be appended to this Public Works Agreement. 3. Club Responsibilities: The Club shall be solely responsible for. 4. Indemnification: The Club shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of the provision of services contemplated by this Public Works Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 2 of 3 EXHIBIT C Public Works Agreement IN WITNESS WHEREOF, the parties hereto have set their respective hands and seals on the day and year first above written. EXECUTED BY THE VILLAGE this 12- day of April, 2018. VILLAGE OF TEQUESTA, FLORIDA BY: Doug , Public Works Director °Grc.0 F.,T�cp,,, ATTEST: FRO BY: _ :•N Lori McWilliams, MMC, Village Cltrk1Nc0Rp A LTES. D APPROVED AS TO FORM AND LEGAL-OUff ICI CY: BY: K 'ith is, Village Attorney EXECUTED BY THE CLUB this day of April, 2018. JUPITER I LS CLUB, IN . BY: S Name: Title: (SEAL) ATTEST.- BY: Name: Title: Page 3 of 3