SERVICE, OPERATIONS, AND MANAGEMENT AGREEMENT

 

THIS AGREEMENT is made this 30th day of January 2004, by and between Village Center Community Development District (hereafter “District”) whose address is 3231 Wedgewood Lane, The Villages, Florida 32162 and The Villages Woodworkers Club, Inc.  (hereinafter “VWC”), whose address is La Hacienda Recreation Center, box 60 1200 Avenida Central, The Villages, Florida 32159.

 

RECITALS

 

1.      District is owner of a wood working shop (hereinafter the “Project”).

 

2.      VWC wishes to operate the Project on behalf of District and District wishes for VWC to operate the Project. 

 

3.      Therefore the parties agree VWC shall operate the Project on behalf of District in accordance with the terms and conditions set forth herein. 

 

1.         GENERAL

 

1.1        The Project and all equipment and personal property related thereto, shall remain the properties of District.

 

1.2        This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida

 

1.3        This Agreement shall be binding upon the successors and assigns of each of the parties, but neither party will assign this Agreement without the prior written consent of the other party.

 

1.4        Any official communication between the parties will be in writing and transmitted by certified mail to the address noted above.

 

1.5        This Agreement is the entire Agreement of the parties.  This Agreement may be modified only by written agreement signed by both parties.  Wherever used, the terms “District” and “VWC” will include the respective officers, agents, directors, elected or appointed officials, and employees.        

 

2. SCOPE OF SERVICES

 

      General

 

2.1        VWC shall operate, maintain, and manage the Project and all equipment, facilities, and personal property related thereto in accordance with:  (a) the terms and conditions of this agreement, (b) generally accepted practices of the District, and (c) manufacturer recommended maintenance and repairs standards and requirements.

 

2.2        VWC shall provide access to the Project for District’s personnel.  Visits may be made at any time by any of District’s employees or representatives.  After hours there will be reasonable notification to VWC.  Keys for the Project will be provided to District by VWC.  All visitors to the Project will comply with VWC’s operating and safety procedures as may be amended.

 

2.3        VWC shall operate all facilities such that nuisances and noise will be effectively controlled and that no disruption of adjacent property will result with the exception of the external vacuum system. 

 

2.4        Cost incurred in Project operations shall be paid as follows:

 

VWC shall pay:         a) The cost of keeping the equipment but not including structural systems or components in good running order.

b) The cost to train all VWC members in the safe operations of the major pieces of equipment.  District acknowledges that only members of VWC will be permitted to use the facilities.

                                                c) The cost to have woodworking supplies on hand for the operation of the shop.

d) The cost for janitorial service and required liability insurance. 

                                                e) All other expenses associated with the Project operations not specifically assumed by District.

 

 

District shall pay:           a) The cost to maintain exterior of facilities and all structural components of the building.

                                                    b) The cost for all utility bills to include electric, water, sewer, gas and trash. 

 

Maintenance and Repair

 

2.5        VWC shall maintain the interior of the Project so that activities related to the wood working shop may be undertaken at the Project in a safe manner.

 

2.6        VWC shall perform all necessary, preventative or manufacturer recommended maintenance and service of equipment utilized at the Project to ensure the safe operation thereof.  VWC shall provide to District, on a quarterly basis, written documentation that such maintenance and service is being performed on all equipment utilized at the project.

 

2.7        VWC shall perform all maintenance, tasks, and activities necessary to maintain all manufacturers’ warranties on equipment utilized at the project and assist District in enforcing existing equipment warranties and guarantees.

 

2.8        VWC shall provide to District, on a monthly basis, written documentation of any and all injuries, which occurred at the Project.

 

Staffing and Personnel

 

2.9        VWC shall staff the Project with properly trained personnel in accordance with VWC’s Operations Manual a copy of which as amended from time to time, has been furnished to, and approved by, the District.  VWC’s staffing shall be adequate to permit the Project to remain open at least five (5) days a week, 8 hours a day and operates in a safe manner.

 

3. COMPENSATION

 

3.1 District shall pay to VWC under this Agreement an annual fee of Two   Thousand Four Hundred dollars ($2,400) for a period of two years.  First payment will be made upon the signing of this agreement and the second and last payment will be made one year from the signing of this agreement.  

 

4. INDEMNITY, LIABILITY AND INSURANCE

 

4.1    VWC hereby agrees to and shall hold District harmless from any liability or damages for property damage or bodily injury, including death, which may arise from VWC’s operation of the project or performance under the Agreement.

 

4.2  VWC shall obtain and maintain insurance coverage in accordance with the following terms:

 

VWC shall, at its cost and expense, at all times during the term of this Agreement, maintain in force, for the joint benefit of VWC and District, and any holder of a mortgage on the Project, a broad form comprehensive coverage policy of public liability insurance issued by a carrier licensed to do business in the State of Florida reasonably acceptable to the District, by the terms of which VWC, District, The Villages of Lake-Sumter, Inc., are named as insureds and are indemnified against liability for damage or injury to the property or person (including death) of any person entering upon or using the Project, or any structure thereon or any part thereof.  Such insurance policy or policies shall be maintained on the minimum basis of $1,000,000.00 for damage to property and for bodily injury or death as to any person, and $1,000,000.00 as to any one accident, with deductible not exceeding $10,000.00.  Such insurance policy or policies shall be stated to be primary and noncontributing with any insurance, which maybe carried, by VWC.  A certificate of said insurance, together with proof of payment of the premium thereof shall be delivered to District on the commencement date of this Agreement, effective from and after the commencement date of this Agreement, and renewal certificates and proof of payment of premium therefore shall be delivered to District not less than 15 days prior to the renewal date of any such insurance policies during the term of this Agreement.  Such insurance shall be cancelable only after 30 days’ prior written notice to VWC and District, and any holder of a mortgage on the Project.  In the event VWC fails to timely pay any premium when due, District shall be authorized to do so, and may charge all costs and expenses thereof, including the premium, to VWC.

 

4.3  VWC will not allow anyone to enter the Project unless VWC has, on file, a valid and enforceable hold-harmless and indemnification agreement in the form attached hereto as Exhibit “A”.

 

5.0    OTHER

 

5.1        Each party recognizes that VWC is an independent contractor and all members at the facilities are members of VWC and not District.  This Agreement shall not make either party to this Agreement an agent, employee, partner, or joint venture of or with the other party to this Agreement.  Neither party to this Agreement shall bind or transact business in other’s name, or make representations or commitments on the other’s behalf. 

 

5.2        VWC shall perform its services in accordance with applicable laws, codes, ordinances and regulations of the State of Florida and the U.S. and in compliance with OSHA and other laws as they may apply.  VWC assumes responsibility and liability and hereby agrees to indemnify District from any liability caused by VWC’s failure to comply with applicable federal, state or local regulations except that District shall be responsible for compliance with the laws and regulations relating to the structural and all operating systems affixed to the structure. 

 

6.0    TERM AND TERMINATION: DEFAULT REMEDIES

 

6.1        The initial term of this Agreement shall be Three (3) years commencing of the ____ day of _______ 2003.  Thereafter, this Agreement shall be automatically renewed for successive One (1) year terms unless canceled by either party in writing no less than one hundred and twenty days (120) prior to expiration of the then current term. 

6.2        Either party may terminate this Agreement for a material breach of the Agreement by the other party after giving written notice of breach and allowing the other party thirty (30) days to correct the breach.

 

Both parties indicate their approval of this Agreement by their signatures below.

 

Authorize signature:

 

Village Center Development District           The Villages Woodworkers Club, Inc.

By: ___________________________           By: ____________________________

Name: Michael Berning                                  Name: Bernard J Harkins

Title: Vice Chairman / VCCDD                      Title: Chairman of VWC Board

Date: 1/30/04                                                 Date: 1/26/04