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OPERATOR AGREEMENT TO PROVIDE FOOD AND BEVERAGE SERVICE TO LIBRARY OPERATOR AGREEMENT TIllS OPERATOR AGREEMENT, made and entered into this 20th day of June, 2008, ("Effective Date") by and between the CITY OF CLEARWATER, FLORIDA, a municipal corporation, (the "City") and Bernard F. Dillman, (the "Operator"): WITNE SSETB: WHEREAS, City owns and operates the new Main Library facility located at 100 North Osceola AVemJe, Clearwater, Florida, 33755, more specifically described in attached Exhibit "N' (the "Library"); and WHEREAS, the Library houses a cafe area ("Premises" or "Cafe") designed to provide food and beverage service to Library patrons and visitors; and, WHEREAS, the City has determined that it is in the best interest of the City to allow an experienced entity to oversee the day to day operations of the Cafe; and, WHEREAS, the Operator specializes in the operation of food and beverage businesses, and Operator desires to provide such services in accordance with this Agreement. NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: 1. Premises. In consideration of the fees hereinafter agreed to be paid by the Operator to the City, and in consideration of the covenants of the respective parties hereto, each to the other to be performed by them at a time and in the manner hereinafter provided, the City hereby permits Operator to occupy and operate a food and beverage concession operation within and upon the Premises: The northwest comer of the first floor of the new Main Library, containing 2,147 square feet of interior floor space, which includes 432 square feet constituting the food preparation area ("Back of the House") and ai, 715 square foot cafe seating area, along with an exterior area containing a 3,143 square foot terrace seating area. See Exhibit" N' for a diagram and description of the Premises. Operator acknowledges and agrees that all areas other than the Back of the House area are open at all times to the public. 2. Term. The term of this agreement is for five (5) years, beginning on the Effective Date, and ending on the 19 day of June, 2013. As referred to in this agreement, an "Agreement Year" commences on the date this Agreement is executed and on the annual anniversary date of such execution each year thereafter. This Agreement shall automatically renew for an additional five (5) year period under the. same terms and conditions unless either party hereto provides written notice to the other party to terminate same, not less than ninety (90) days prior to the end of the term hereof 3. Performance FailurelMunicipal Need. Failure of Operator to meet any of the terms and conditions of this Agreement shall constitute a breach hereunder. The City may cancel this agreement at any time by giving thirty (30) days prior written notice to the Operator, as notice is required to be given herein, when, in the opinion of the City, inferior service is being offered, the terms of the minimum financial commitments are not being met, Operator is in breach of any other terms of this agreement, or for any other good and valid reason that in the opinion of the City, might detract from Clearwater and is not in the best interest of the people of Clearwater; however, City shall not terminate this Agreement in order to replace Operator with an operator offering similar services, without such termination being based on a good and valid reason as provided herein. City retains the right to terminate this agreement for any municipal need as determined by the City in its sole discretion. This right of termination is to be considered in addition to the right of termination set out in this agreement. 2 Should City desire to terminate this Agreement as provided for above, City shall first give Operator written notice of any applicable default with allowance thereafter of thirty (30) days time for operator to correct such default before terminating the Agreement. Such written notice shall state in particular the basis for termination. After having provided notice to cure as described in this paragraph, or in accordance with the provision for termination for municipal need, City shall give Operator ten (10) days written notice to vacate, and this Agreement shall terminate at the end of such period. Operator acknowledges that the provision of equipment and merchandise necessary for the operation of the Cafe is the sole responsibility of the Operator. Therefore, if, at any time, the City terminates this Agreement for any valid reason mentioned above, the City shall not have any responsibility or liability related to reimbursing Operator for its equipment of inventory. 4. Operations. (a) Menu. The Operator shall have the right to sell food, beverage and other merchandise at the Cafe, including but not limited to; coffee, cold drinks, bottled drinks, baked goods, bulk coffee, smoothies, and ice cream, as further described in Exhibit "B" attached hereto and made a part hereof. Operator may modify its menu, subject to the written approval of the City, whose approval shall not be unreasonably withheld or delayed. Operator shall not sell or serve alcoholic beverages on the Premises. (b) Entertainment. No music, live entertainment, media or speakers of any kind are permitted on the Premises without prior written approval of the City, such approval to be given in the City's sole discretion. (c) Hours of Operation. Hours of operation for the Cafe shall be 9:00 a.m. through 5 :00 p.m., Monday through Saturday. The Cafe shall have the option, at the 3 Library's sole discretion, to stay open for additional periods to accommodate special events being held within the Facility. Cafe staff shall have the right to enter the Facility for business purposes at any time, except for Sundays or any other time when the facility is closed. Special Events within the Library facility may be offered to Successor Operator at City's discretion. (d) Exclusivity. Operator acknowledges and agrees that its operation is not exclusive in terms of food and beverage being sold or possessed within the Premises or Library. The Cafe: s operation is intended for the convenience of library patrons, however, patrons so choosing may consume or possess food and beverage from other sources, as otherwise permitted by the Library Code of Conduct (Exhibit "C", attached hereto and made a part hereof). In the event the City chooses to host a special event on the Library property, the City reserves the right to utilize outside caterers or other parties, in its sole discretion, to provide food and beverage of any kind. 5. Operators Fee. As consideration for the right to operate Cafe, Operator hereby covenants and agrees to pay to City an "Operator's Fee" consisting of a "Base Fee" together with a "Percentage of Sales Fee", further described as follows: a. "Base Fee": A flat-rate fee of Five Hundred dollars ($500.00) per month for each month of the Term shall represent the Base Fee. The Base Fee is to be paid on the first of each month, in advance of occupation for that month. Any month in which Operator operates the Cafe for less than the full month, the Base Fee shall be prorated at a daily rate and paid in advance for that month. A One and One Half Percent (1 ~%) late fee, or the maximum permitted by law, shall accrue and become additional fees payable, when any payment exceeds thirty (30) days past due. 4 b. As additional consideration beyond the base fee, Operator shall remit to the City at the end of each month of this Agreement Term, a "Percentage of Sales Fee" in the amount of Five Percent (5%) of gross revenues of Two Thousand Dollars ($2,000.00) and greater. c. Operator shall pay all amounts due monthly as stated above, within Five (5) days ofthe end of the preceding month. Operator further agrees to provide City within fifteen (15) days of the end of each monthly period during the term of this agreement, the statement showing the amount of gross sales during the preceding month. The statement used by the Operator to report such sales will be in a form as to be satisfactory to the City and must be certified as correct by the Operator's chief financial officer, or his designee, showing the amount of gross sales at and/or from the Premises during the monthly periods reported by the statement in the amount of year- to-date gross sales for the Agreement Year. Fees shall be calculated from the first day Operator opens to the public. e. Upon opening to the public, Operator agrees to pay a prorated portion of any incomplete month at the beginning of this term and begin full monthly payments on the first day of each month thereafter until termination of this agreement. f. Gross Revenue, for purposes of this Agreement, means gross receipts, including the entire amount of the actual sales price, whether for cash or otherwise, of all sales of food, services, beverages, clothing, or other receipts whatsoever of all business conducted in, on or from the Premises, or resulting from this Agreement, including mail or telephone ?rders received or filled at the Premises. No deduction shall be allowed for uncollected or uncollectible credit accounts. Such term shall not include, however, any sums collected and paid out for any 5 sales or excess tax imposed by any duly constituted governmental authority wherein Operator is regarded as the collecting agent. g. The Operator further agrees to submit an audited certification of annual gross sales as certified to by a Certified Public Accountant within Thirty (30) days of the end of each agreement year. The scope of the audit must include the Operator's compliance with the terms of the agreement to disclose the gross sales at or from the Premises. The statement shall be prepared according to generally accepted accounting principles and practices, showing in all reasonable detail the amount of gross sales during the prior agreement year. The Operator also agrees to provide at the same time as the statement regarding annual gross sales pertinent depreciation and amortization schedules filed with the Internal Revenue Service for the prior year. h. Any amount due from Operator to City under this agreement which is not paid when due shall bear interest at the maximum rate allowed by law, to be applied from the date due until the date paid, together with a late charge of 5% of any amount due, to cover City's extra expenses involved in collecting such delinquency; however, such interest and late charges shall be automatically reduced by the amount necessary to cause such charges to be in compliance with usury laws. The late charge must be paid within 30 days of the day the delinquent payment was due. 6. Use of Premises. The Operator hereby covenants and agrees to make no unlawful, improper, or offensive use of the Premises. Operator shall not permit any business to be operated in or from the Premises by any concessionaire of Operator without the written consent of City. Operator further covenants and agrees not to assign, delegate, pledge, hypothecate, or sublet this agreement in whole or in part. This paragraph shall be construed to prohibit any assignment, 6 delegating or subletting of this Agreement by operation of law. If this agreement is assigned, or if the Premises or any part thereof are sublet or occupied by anybody other than Operator, then Operator shall be in default as defined by this Agreement Moreover, if at any time during the term of this Agreement, any or all of Operator's interests are transferred by sale, assignment, bequest, inheritance, operation of law or disposition, then the Operator will be deemed in default as defined by this Agreement. No such action shall waive Operator's responsibility to remit its base fee to the City for the remainder of this Agreement, unless the City, in its sole discretion, agrees to waive such responsibility or applies any of the remedies available to it by law or via this Agreement. 7. Taxes. Operator further agrees that it will pay any state sales tax, and all other taxes due, which may be levied upon the Premises or Operator due to the existence of this Agreement, including but not limited to, business tax receipt (f/kJa occupational license) and permits relating to the operation of the business conducted on the Premises. 8. Utilities. Operator acknowledges that Premises have not been designed to accommodate separate utilities or the metering thereof, and that City is not obligated to provide for same. Therefore, City shall provide electricity, gas, sewer, garbage disposal, air conditioning, heat and water services ("Utilities") as more particularly described herein, for use by Operator in the Cafe area. In addition to the above, the City shall provide, as a part of Utilities described above: three electrical outlets in the food preparation area and three electrical outlets in the Cafe seating area; overhead lighting in the food preparation and seating areas; plumbing "stubbed out" in the food preparation area including % inch water lines (hot and cold), a three (3) inch sanitary waste water line (no floor drain) and a two (2) inch vent; basic sewer service (grease trap not included); and nearby public restroom facilities (for the non-exclusive use of Cafe patrons). 7 Operator acknowledges that payment for utilities has been incorporated into the Base Fee as described herein. However, City reserves the right to re-evaluate Utility costs based on actual costs over the first year of this Agreement and amend the Base Fee after one year of the term. If the parties cannot mutually agree to an adjustment to the Base Fee or Utility costs made in accordance with the re-evaluation of Utility costs as described above, either party reserves the right to terminate this Agreement. Operator is required to develop an effective and continuous Energy Management and Conservation Program for its operation throughout the term of this Agreement. 9. Operator is not authorized to make any structural improvements or changes to the Cafe area unless expressly agreed to in writing by City. If build-out of the Premises is necessary, Operator must obtain the City's written consent and all permits necessary for the approval of such a project. 10. Operator shall use biodegradable materials whenever feasible. 11. Operator shall provide all equipment and merchandise necessary for the operation of the Cafe, including the installation of a convection oven. Operator shall be responsible for the installation of such equipment and guarantee that such equipment complies applicable code requirements and other applicable law. In addition, the Operator shall pay for all normal day-to- day repair, maintenance, and replacement costs on its equipment. 12. Operator shall be responsible for picking up and disposing of all trash, garbage, and other debris, within the Cafe area. Operator is authorized to place trash cans in the immediate area of the Premises, said trash cans to be maintained by the Operator. 13. Operator agrees to indemnify and hold City and its employees harmless from and against any and all claims, demands, causes of action or lawsuits of whatever kind or character 8 arising directly or indirectly out of this agreement and/or performance hereof. This indemnity clause includes, but is not limited to, claims, demands, causes of action or lawsuits for damages or injuries to goods, wares, merchandise and property and/or for any bodily or personal injury or loss of life in, upon or about the Premises or the surrounding premises the Operator is required to maintain or which the Operator uses in connection with the business operated at, on or from the Premises. All personal property, including trade fixtures in the Premises, shall be at the risk of Operator, and City shall not be liable for any damage to such property arising from any cause including, but not limited to, bursting, leaking or accidental operation of water or sewer pipes; roof leaks or flooding or natural disasters. Operator agrees to investigate, handle, provide defense for and defend any such claims, demands, causes of action or lawsuits at its sole expense and agrees to bear all other costs and expenses related thereto, even if the claim, demand, cause of action or lawsuit is groundless, false or fraudulent. 14. Insurance. Operator shall furnish at its own expense and maintain during the term of this agreement, the insurance coverages set out below: (1) Comprehensive General Liabilitv - Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy filed by the Insurance Services Offices and must include: (a) Minimum limits of Five-Hundred Thousand dollars ($500, 000) per occurrence combined single limits for Bodily Injury Liability, Personal Injury, and Property Damage Liability. (b) Premises and/or operations. (c) Independent contractors. (d) Products and/or completed operations. 9 (e) Personal injury coverage with employee and contractual exclusions removed, including coverage for liability resulting from the dispensing of alcoholic beverages, if Operator at any time during the term of this agreement obtains a license to serve any type of alcoholic beverages. (f) The City of Clearwater, as City, shall be named as an additional insured. (2) Business Auto Policy - Operator hereby represents that Operator does not have a vehicle in its company name and does not use a vehicle for business purposes, including deliveries. Based on these representations, Operator is not required to carry a Business Auto Policy. (3 ) Workers' Compensation - Coverage to apply for all employees for statutory limits in compliance with the applicable State and Federal laws. In addition, the policy must include Employers' Liability with a limit of Five-Hundred Thousand dollars ($500,000). In addition, Operator shall provide to City the following: (1) Additional Insured. City shall be named as additional insured on all liability coverage. (2) Notice of Cancellation or Restriction. All policies must be endorsed to provide the City with not less than thirty (30) days notice of cancellation or restrictive modifications of any insurance policy providing the coverage required by this agreement. (3) Certificates of Insurance/Certified Copies of Policies. The Operator shall provide the City with a certificate or certificates of insurance showing the existence of the coverages required by this Agreement. The Operator shall maintain the coverage throughout the term of this Agreement or any modification thereof. When specifically 10 requested by the City in writing, the Operator shall provide City with certified copies of all policies of insurance as required herein. New certificates and new certified copies of policies, if certified copies have been requested, shall be provided to City whenever any policy is renewed, revised, or obtained from other insurers. (4) The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater, Attention: City Clerk, P.O. Box 4748, Clearwater, Florida 33758-4748. 15. Destruction of Premises. If at any time during the term of this agreement, the Premises or any part, system, or component thereof, (hereinafter, the "Demised Premises") shall be damaged or destroyed, said Demised Premises and any additions or improvements thereto, shall be promptly repaired or rebuilt or restored by the Operator to the condition as good as the same was immediately prior to such damage or destruction at the Operator's risk and expense, and in accordance with plans and specifications mutually agreed upon at the time; or if none can be agreed upon, then in accordance with the original plans and specifications for the Premises and any subsequent plans and specifications for any additions or improvements constructed prior to the damage. The work of restoration or rebuilding shall be in full compliance with all laws and regulations and government ordinances applicable thereto. The insurance proceeds shall be paid to the City, and such proceeds will be used for the repair or restoration. Any cost of repairs or restoration in excess of the insurance proceeds shall be borne by the Operator. Any insurance proceeds in excess of the cost of repairs or restoration shall belong to the Operator. During the period of such damage or destruction, whether in whole or in part, the monthly guaranteed Base Fee shall abate for no more than 120 days or until commencement of 11 business, or after receipt of all building permits, whichever is sooner. City shall not unreasonably withhold building permits necessary to repair such damage or destruction. If the Demised Premises are totally destroyed or damaged to the extent as to render it the Premises uninhabitable or useless for the purpose intended, during the term of this agreement, then and in that event, the Operator may terminate this agreement as of the date of such damage with (30) days written notice to the City. In the event of such termination the insurance proceeds provided for under this agreement shall be paid to the City. In the event of such destruction and except as otherwise specifically provided under this agreement, both parties waive any and all rights of recovery against each other for any direct or indirect loss occurring to the Demised Premises. 16. Default. City, at its option, may exercise anyone of the remedies provided in subsection (h) of this paragraph, except as otherwise provided herein, upon the happening of any one or more of the following events (Events of Default): a. Operator's default in the payment of any fee or other sums due for a period of 30 (30) days after the due date; b. Operator's continued default with respect to any other covenant of this agreement for a period of thirty (30) days after receipt of written notice of such default by Operator from City, provided that if such default reasonably required more than thirty (30) days to cure, there shall be no Event of Default if Operator has commenced correcting action within the thirty (30) day period and is diligently prosecuting such action; c. There shall be filed by or against Operator in any event pursuant to any statute either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganization or arrangement, or for the appointment of a receiver or trustee of all or a portion 12 of Operator's property, or if the Operator makes an assignment by operations oflaw, or if Operator makes application to Operator's creditors to settle or compound or extend the time for payment of Operator's obligations, or if execution, seizure, or attachment for a period of 120 days. Failure to remove the levy, seizure or attachment within the 120 day period shall actuate the default provided by this paragraph and the bond posted shall be forfeited. d. Operator's vacating or abandoning the Premises; e. Operator's understating gross sales by more than three (3) percent in sales reports given to City. f. If Operator is in default of any other agreement with the City, then such default shall be deemed a default of this Agreement and the City may pursue all available remedies provided for herein. g. Operator's assigning, delegating or subletting of the Premises or any portion thereof of this Agreement. h. City, at its option, may exercise anyone or more of the following remedies which shall be cumulative. (1) Terminate Operator's right to possession under this agreement and reenter and take possession of the Premises. Operator shall remain liable for all fees and additionalJees due under this agreement and for all damages suffered by City because of Operator's breach of any of the covenants of this agreement. Said damages shall include, but not be limited to, charges for removal and storage of Operator's property, remodeling and repairs, and legal fees. In addition to its remedies hereunder, City may accelerate all fixed fees due under this agreement, in which event the Operator shall be liable for all past due fees, accelerated fees and damages as described above; however with respect to 13 the accelerated fees, City shall receive only the present value of such accelerated fees. At any time during repossession pursuant to this subsection, City may, by delivering written notice to Operator, elect to exercise its option under the following subsection to accept a surrender of the Premises, terminate and cancel this Agreement, and retake possession and occupancy of the Premises on behalf of City. (2) Declare this agreement to be terminated, whereupon the term hereby granted and all right, title and interest of Operator in the Premises shall end and City may re-enter upon and take possession of the Premises. Such termination shall be without prejudice to City's right to collect from Operator any fees or additional fees which have accrued prior to such termination together with all damages, including, but not limited to the loss of prospective percentage fees suffered by City because of Operator's breach of any covenant under this agreement. (3) Exercise any and all rights and privileges that City may have under the laws of the State of Florida and/or the United States of America. 17. ModificationslImprovements. Operator shall secure prior written approval from City for modifications or remodeling of existing facilities or for the construction of any new facilities, such approval not to be unreasonably withheld or delayed. It is agreed that the existing improvements, together with any improvements constructed by Operator during the term of this agreement on the demised premises, shall become the property of the City upon the expiration of termination of this agreement; provided, however, that said reference to improvements herein contemplates improvements to the real estate which become a part of the land as distinguished from personal property utilized by the Operator. 14 18. Maintenance of Premises and Improvements. As provided for in the previous section, Operator shall not make any improvements to the Premises without the prior written consent of the City. Operator shall, at its expense, at all times during the terms of this Agreement keep the Premises and any improvements permitted hereunder, and facilities thereon in good order, condition, and repair. It is specifically understood by Operator that the City has the right to inspect the Premises and improvements at any time to ensure that the Premises and improvements are indeed in good order, condition, and repair. Upon the termination or expiration of this agreement, Operator shall have the privilege at his own expense of removing its equipment, signs, insignia, and other indicia of its occupancy or use; however, Operator shall repair any and all damages to the Premises caused by the removal by Operator of such property, and restore the Premises to a condition at least equal to or better than the condition of the Premises upon delivery to the Operator at the inception of this Agreement. 19. Mechanics Lien. Operator agrees to indemnify and save harmless the City by reason of any mechanic's lien which may be asserted as a claim against the property, and to furnish City a good and sufficient bond signed by a reputable bonding company doing business in Florida, which bond shall be in an amount equal to 100 percent (100%) of the cost of construction of the contemplated improvements to the Premises. 20. Health/Sanitary Compliance. The Operator hereby covenants and agrees to promptly and continuously comply with all regulations and orders of the Health Department and health officers of the local, state, and national governments; and Operator hereby covenants and agrees to keep, operate, and maintain the Cafe in such a manner as to preclude any warnings, violations or notices to show cause being issued by any regulatory agency authorized to inspect the Premises under section 509, Florida Statutes, as it presently exists or as it may be amended. 15 In addition, Operator agrees to forward to City a copy of each inspection report issued in accordance with section 509, Florida Statutes, as it presently exists or as it may be amended within fifteen (15) days of receiving any such reports. 21. Quiet Enjoyment. City covenants and agrees that upon payment by Operator of the fees herein provided, and upon observance and performance by Operator of all the covenants, terms, and conditions required of the Operator by the agreement, Operator shall peaceably and quietly hold and enjoy the Premises for the term of the agreement without hindrance or interruption by City. 22. Notices hereunder shall be given only by registered letter and shall, unless otherwise expressly provided, be deemed given when the letter if deposited in the mail, postage prepaid, addressed to the party for whom intended at such party's address first herein specified or to such other address as may be substituted therefore by proper notice hereunder. Notice to be provided to City and Operator as stated below: As to City: Library Director City of Clearwater 100 North Osceola Avenue Clearwater, Florida 33755 With CoPY to: City Attorney's Office City of Clearwater Post Office Box 4748 Clearwater, Florida 34618-4748 As to Operator: Bernard F. Dillman 378 Westford Circle Palm Harbor, Florida 34683 16 23. Financial Reporting/Audit. If the Certified Public Accountant providing the annual audit required in this agreement is not an independent Certified Public Accountant, Operator at the City's option, agrees to make all records of gross sales pertaining to this agreement available to an independent Certified Public Accountant chosen by the City, for the purpose of confirming the fair representation of the previously submitted audits. Any such audit provided for in this paragraph may not go back for more than three (3) years. If an independent Certified Public Accountant, chosen by the City, audits the business operated hereunder, and finds that a fair representation of the gross revenues understates revenue and fees due to the City by more than three percent (3%), the cost of the independent audit shall be borne by the Operator; if the independent audit confirms the fair representation of the Operator or overstates lease revenue due to the City, the City shall pay for the audit. All sales shall be recorded on a tape cash register and the tapes shall be maintained and available for review by an auditor as permitted for hereunder. City shall provide reasonable notice of audit. The Operator shall maintain an adequate set of books and records of the sale of food, beverages and other merchandise, and his books and records must be provided to the City upon request. 24. Signage. The Cafe may at its option post, erect or hang signage inside and/or outside of the atrium area of the Facility so that it may be seen by patrons inside the Facility as well as traffic driving by the Facility, and the Cafe may, at its option, post, erect, or hang signage in the hallway leading to the Cafe as well as in each of the elevators subject to City approval. The design of any signage shall be presented to the City prior to its installation, and the City agrees to review such signage. Approval of signage is subject to City policy and applicable law, including, but not limited to, the City of Clearwater Code of Ordinances and Community Development Code. The Operator shall also provide memo-type board or boards inside the Cafe area so that 17 they will be plainly visible to the public and list the food and drink items for sale with their corresponding prices. Operator shall also place a sign inside the Cafe area so it will be plainly visible to the public, which states that Operator operates the Cafe independently from City. 25. Applicable Law. Operator, at Operator's own expense, must comply promptly with all statutes, rules, regulations, ordinances, orders, and requirements of all local, state and federal governments and their respective agencies applicable to the use and occupancy of the Cafe by Operator. This includes mandatory compliance with minimum building, health, and safety standards regarding the Cafe. In addition, Operator agrees to notify immediately the City's Police Department or other appropriate authorities, at any time the Operator becomes aware of any activity that is a violation of a law in the Cafe area. 26. Advertising. Operator shall not advertise any business not operated at, on, or from the Premises without the prior written consent of the City. 27. Public Area. Operator agrees that the Premises shall be utilized as a public activity area. The City may restrict any activity, including but not limited to entertainment, promotions, items for sale or fees by Operator on the premises that are not acceptable as determined by the City in its sole discretion. Failure of the Operator to make any changes required by the City will result in default and City shall be entitled to all the remedies provided for in this Agreement. 28. Legal Fees. In the event the City retains an attorney to enforce any of the provisions of this agreement or renewals of or addenda to this agreement, or to effect the enforcement of any legal right of the City against the Operator, the Operator agrees to pay the City all costs of said enforcement reasonably incurred, including court costs and reasonable attorney's fees. 18 29. Miscellaneous. a. Waiver. One or more waivers of any covenant or condition by the City shall not be construed as a waiver of a subsequent breach of the same covenant or condition and the consent or approval by the City to or of any act by the Operator requiring City's consent or approval shall not be construed as consent or approval to or of any subsequent similar act by the Operator. b. Observance of Laws. Operator agrees to observe, comply with and execute promptly at its expense during the term hereof, all laws, rules, requirements, orders, directives, codes, ordinances, and regulations of any and all governmental authorities or agencies, of all municipal departments, bureaus, boards and officials, of all County, State, Federal boards or agencies, and all insurance carriers, due to the use or occupancy of the Demised Premises. All additions, alterations, installations, partitions, or changes shall be in full compliance with the aforementioned authorities. c. Access to Premises. City shall the right to enter upon the Premises at all reasonable hours for the purpose of inspecting or conducting tests upon the same, or for making repairs to the demised Premises or to any property owned or controlled by the City therein. Such repairs shall not unduly interfere with Operator's business, except as is naturally necessitated by the nature of the repairs being affected. d. Relationship of Parties. Construction of Agreement. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of 19 joint venture between the parties hereto, it being understood and agreed that neither the method of computation or rent, nor any relationship between the parties hereto other than the relationship of City and Operator. Whenever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, as appropriate. 20 The laws of the State of Florida shall govern this Agreement. Any changes in the applicable laws that govern this Agreement will necessitate a change in terms and conditions, which may be, affected thereby, at the time such changes may arise. e. Surrender at End of Term: Upon expiration of the term hereof or sooner termination of the Agreement, Operator agrees to surrender and yield possession of the demised Premises to the City, peacefully and without notice, and in good order and condition, broom clean condition, but subject to ordinary wear and reasonable use thereof. f. Successors and Assigns: The covenants, provisions and agreements herein contained shall in every case be binding upon and inure to the benefit of the parties hereto respectively and their respective heirs executors, administrators, successors and assigns, as applicable. g. Sovereign Immunity: Nothing herein shall constitute a waiver of the City of its sovereign immunity under Section 768.28, Florida Statutes, nor does it extend the City's liability beyond the limits established in Section 768, Florida Statutes. h. Hazardous Substances: Operator shall not cause the introduction of any Hazardous Substances on or in the Premises. Operator shall not do, nor allow anyone else to do, anything affecting the Premises that is in violation of any Environmental Law. Operator shall promptly give City written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory 21 agency or private party involving the Premises and any Hazardous Substance or Environmental Law of which Operator has actual knowledge. If Operator learns or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substance affecting the Premises is necessary, Operator shall promptly take all necessary remedial actions in accordance with Environmental Law. As used in this Paragraph 29,"Hazardous Substances" are those substances defined as toxic or hazardous substances by Environmental Law and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in this Paragraph 29, "Environmental Law" means Federal laws and laws of the jurisdiction where the Premises is located that relate to health, safety or environmental protection. 1. Entire Agreement: The Agreement as hereinabove set forth, including all exhibits and riders, if any, incorporates all covenants, promises, agreements, conditions and understandings between the parties, and no covenant, promises, agreement, condition or understanding, either written or oral, not specifically set forth herein shall be effective to alter the performance or the rights of the parties as hereinbefore stated. 22 IN WITNESS WHEREOF, this agreement is executed as of the dat Countersigned: CITY OF CLEARWATER, FL , ::j~ t( #/~ BY~4H~ 8. ~-w FrankV. Hibbard, Mayor William B. Home, II, City l\. Attest: ~~~ iif Attorney r" . Goudeau, fly ler Signed, sealed and delivered in ~2~;?A~ ::e~ Bernard F. Dillman 24 EXHIBIT A 25 CITY OF CLEARWATER LIBRARY SYSTEM CODE OF CONDUCT The Clearwater Public Library System strives to provide the highest level of service to all library users. The following rules are set in place to protect the right of library patrons to enjoy a safe environment, conducive to the use and enjoyment of library materials and services. The United States Court of Appeals decision (Kreimer vs. Bureau of Police for the Town of Morristown. 1992) found that a library is a "limited public forum" created for the specific purpose of providing public access to materials. Further, the library may draft rules ofbebavior to assure that the library is used for the general purposes for which it is intended. RULES: 1. The Clearwater Public Library System shall uphold all state laws and local ordinances in regard to public behavior. 2. Patrons shall be engaged in activities associated with the use of a public library while in the building. 3. The following list of activities not associated with the use of a public library are specifically prohibited: . Using or bringing in alcohol or illegal substances, smoking or using tobacco products . Sleeping . Eating except in designated areas or drinking except when using covered containers . Bringing animals inside the library (except service animals) . Using a cell phone in the library, except in designated areas . Bringing personal articles into the library that do not fit comfortably under a desk chair. Items needed for library research and necessary human conveyances such as wheelchairs and strollers are not prohibited. . Leaving bicycles in any area except designated rack . Skating and related activities, including scooters, inline skating, roller skating, etc. . Abusing or vandalizing library facilities or equipment . Disarranging library furnishings or materials . Damaging/mutilating/cutting pages from library materials or equipment . Using restrooms for washing clothes or bathing . Entering nonpublic areas such as staff work rooms, offices and storage areas . Petitioning, panhandling, or distributing materials within the library. . Obstructing or impeding the entrance of the Library . Intoxication 4. All personal items must remain with the owner. 5. Patrons shall respect the rights of other patrons and staff and shall not engage in behavior so as to umeasonably disrupt another patron's or employee's use of the library by: . Noisy or boisterous activities . Prolonged staring at another person . Following another person about the building . Playing audio equipment so that others can hear it . Singing or talking loudly to others or in monologues . Soliciting funds or offering any goods or services for sale (unless authorized by the Library Director) . Maintaining bodily hygiene that is so offensive as to constitute a nuisance to other persons in the library . Behaving in any other manner that reasonably can be expected to disturb other patrons or staff . Viewing material that can reasonably be expected to disturb other patrons or staff is not permitted. 6. Patrons shall not interfere with another person's use of the library or with the library personnel's performance of their duties. 7. Patrons shall wear appropriate attire, including shirt and shoes. 8. Children under the age of seven must be accompanied and visually monitored by a parent/guardian or responsible caregiver. a. Responsibility for all children using the library rests with the parent I guardian or assigned chaperon and not with the library personnel. b. The Youth Services area is intended for use by children and their parents or caregivers. Adults not requiring immediate access to children's materials shall be required to relocate to other areas. of the library. c. Children must not be allowed to abuse computers or other equipment. 9. Patrons shall promptly leave the building at closing time or in an emergency. 10. Any person violating any of these rules shall be required to leave the premises for the remainder of the business day. A repeat violator who commits multiple violations during the same calendar year may be trespassed for 30 days, 6 months, or 1 year pursuant to the procedures contained iri the NOTICE OF SUSPENSION AND NOTICE OF TRESPASS attached to this Code of Conduct. A patron who refuses to leave under these circumstances or who returns to the library during the period that the patron has been trespassed from the library is trespassing; and staffwill seek assistance from the police, ifnecessary.