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2007-51
CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT made and entered into this (3 day of f~OVE~~1~j+~,{', 2007, by and between THE CITY OF CLERMONT, a State of Florida Municipal Corporation, hereinafter referred to as "CITY" and CAPRI ENGINEERING LLC, a Delaware corporation, hereinafter referred to as "CONTRACTOR." WITNESSETH WHEREAS, the CITY is a political subdivision of the State of Florida, having a responsibility to provide certain services to benefit the citizens of The City of Clermont; and WHEREAS, CONTRACTOR is in the business of providing certified professionals to perform Building Code Administration, Plans Examination and Code Compliance Inspections on an as-needed basis for The City of Clermont and elsewhere in the State of Florida; alid NOW THEREFORE in consideration of the premises, and in consideration of the mutual conditions, covenants and obligations hereafter expressed, it is agreed as follows: Recitals. THAT the foregoing recitals are true and correct and constitute a material inducement to the parties to enter into this Agreement. 2. Specific Provisions. THAT the parties hereby agree to the following specific provisions: a. Description of Work. The CONTRACTOR shall be responsible for providing the services described in the Scope of Services, which is attached hereto as Exhibit "A" and incorporated herein by reference. Unless specifically excluded, the CONTRACTOR shall provide all permits, labor, materials, equipment and supervision necessary for the completion of the work described herein. Any conflict between the terms and conditions in the body of this Agreement and the terms and conditions set forth in Exhibit "A" shall be resolved in favor of the body of this Agreement. b. Payment. In consideration of the performance of this Agreement, the CITY agrees to pay CONTRACTOR for all permits issued, at the rate or basis described in Exhibit "A," which is attached hereto and incorporated herein by reference. c. Commencement and Completion. The CONTRACTOR will be required to commence work under this Agreement on November 19, 2007, and to continue to provide services for the duration of this Agreement. This Agreement shall be for a period of one year (1) from the date hereof. CITY shall have the option to renew this Agreement for two (2) additional one-year periods per the terms delineated in Exhibit A with all other terms and conditions to remain in effect. Page 1 of 8 d. Termination. i. Termination at Will: This Agreement may be terminated by the CITY or CONTRACTOR at any time without cause by giving written notice not less than ninety 90 days prior to the date of termination; provided that this provision shall relieve either party from its obligations of this Agreement through the date of the actual termination. At the time of termination, collected and uncollected permit fees shall be proportionally paid to the contractor as provided herein for services rendered through the date of termination. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. ii. Termination for Cause: This Agreement may be terminated by either party for cause by the CITY or the CONTRACTOR giving written notice to the other party not less than 30 days prior to the date of termination; provided that this provision shall relieve either party from its obligations of this Agreement through the date of the actual termination. In the event CONTRACTOR is not in default of this Agreement, at the time of termination, collected permit fees shall be proportionally paid to CONTRACTOR as provided herein for services rendered through the date of termination or as mutually agreed to by the parties. Said notice shall be delivered by certified mail, return receipt requested or in person with proof of delivery. e. Project management. The Project Manager for the CONTRACTOR shall be: Mark Grenier, Building Official CAPRI Engineering LLC (or his successor). CONTRACTOR'S Project Manager as identified herein shall serve in the capacity of Building Official for CITY with all authority, responsibilities, duties and obligations as provided by applicable law. Furthermore, CONTRACTOR shall assign such experienced and qualified personnel as are required to professionally perform the services contemplated herein. At anytime, upon fifteen (15) days written notice, and for any reason whatsoever, CITY, as determined by its Project Manager, may direct CONTRACTOR, to remove and replace the CONTRACTOR Project Manager or any individual assigned by CONTRACTOR to the project. In accordance herewith, CONTRACTOR shall provide to CITY, a list of the initial personnel and tier professional qualification to be assigned to the project. The initial list of personnel shall be provided no latter then ten (10) days before the effective date of this Agreement and shall be updated as necessary upon the addition, removal and/or replacement of any such personnel during the term of this Agreement. The update list of personnel as provided herein shall be provided to CITY as soon as practical and no latter then five (5) business days from the effective date of the addition, removal and/or replacement. The Project Manager for the CITY shall be: Wayne Saunders, City Manager (or his successor). In the event that either party determines that it is necessary to change its Project Manager as identified herein, notice shall be provided to the other party in writing as soon as reasonably practical. Page 2 of 8 £ Notices. All notices to the parties under this Agreement shall be in writing and sent certified mail to: i. CITY: THE CITY OF CLERMONT Attention: Wayne Saunders, City Manager P.O. Box 120219 Clermont, Florida 34712-0219 ii. CONTRACTOR: CAPRI Engineering LLC Attention: Gary H. Elzweig, Chief Executive Officer 1011 Shotgun Road Sunrise, Florida 33326 g. Insurance, Hold Harmless and Indemnification. i. The CONTRACTOR agrees to maintain such insurance as will fully protect both the CONTRACTOR and the CITY from any and all claims under any Workers Compensation Act, Employers Liability Laws, professional liability claims, and from any and all other claims of whatsoever kind or nature to the damage or property, or for personal injury, including death, made by anyone whomsoever, that may arise from operations carried on under this Agreement, either by the CONTRACTOR, any subcontractor, or by anyone directly or indirectly engaged or employed by either of them. ii. The insurance required by the terms of this Agreement shall in no event be less than: (a) Workers' Compensation (unless exempt) with Employers' Liability with a limit of $100,000.00 each accident, $100,000.00 each employee, $500,000.00 policy limit for disease; (b) Commercial General Liability (CGL) insurance with a limit of not less than $300,000.00 each occurrence; if such CGL insurance contains a general aggregate limit, it shall apply separately to this project in the amount of $600,000.00; CGL insurance shall be written on an occurrence form and shall include bodily injury and property damage liability for premises, operations, independent contractors, products and completed operations, contractual liability, broad form property damage and property damage resulting from explosion, collapse or underground exposures, personal injury and advertising injury; fire damage liability shall be included at $100,000.00; and (c) professional liability, including errors and omissions, coverage, in the minimum amount of $1,000,000 per occurrence. Each of the said insurance policies shall be issued by a company or companies authorized to do business in the State of Florida and which have an A.M. Best Company Rating of "A" or better and a Financial Size Category of "VII" or as otherwise approved by CITY, in its sole discretion. Each policy shall name the CITY as an additional insured, except the professional liability insurance. iii The CONTRACTOR shall furnish the CITY with Certificates of Insurance, which are to be signed by a personal authorized by that insurer to bind coverage on its behalf. The CITY is to be specifically included as an additional insured or loss payee on all policies except Workers' Compensation. In the event the insurance Page 3 of 8 coverage expires prior to the completion of the project, a renewal certificate shall be issued 30 days prior to said expiration date. The policy shall provide a 30 day notification clause in the event of cancellation or modification to the policy. All certificates of insurance must be on file with and approved by the CITY before commencement of any work activities. iv. CONTRACTOR agrees to hold harmless, defend and indemnify, including attorney fees, CITY, its officers, employees and agents against any and all claims, losses, damages or lawsuits for damages, arising from or related to negligence or willful misconduct of the CONTRACTOR. v. The maintenance of insurance coverage as provided herein or the indemnification, hold harmless or duty to defend shall not be construed to limit or have the effect of limiting CONTRACTOR'S liability to CITY under the provision of any clause or paragraph contained in this Agreement or any sovereign immunity that CITY may enjoy. General Provisions. THAT the parties hereby agree to the following general provisions: a. Representations of the Contractor. The CONTRACTOR represents that is has sufficient manpower and technical expertise to, and warrants that it will, perform the services contemplated by this Agreement in a timely and professional manner consistent with the Florida Building Code and all applicable laws, policies and regulations related to the services contemplated herein. b. Representations of the City. The CITY represents that it is duly organized and existing as a political subdivision of the State of Florida. Further, the CITY has the full power and authority to enter into the transactions contemplated by this Agreement and has the ownership and/or control over the property which is the subject of this Agreement or which shall be serviced thereby. c. Personal nature of Agreement. The CONTRACTOR hereby warrants that it has the necessary technical expertise and training to perform its duties as outlined in this Agreement. The parties acknowledge that the CITY places great reliance and emphasis upon the knowledge, expertise and personal abilities of the CONTRACTOR. Accordingly, this Agreement is personal and the CONTRACTOR shall not assign or delegate any rights or duties hereunder without the specific written consent of the CITY, which may be withheld for any reason. In the event the CONTRACTOR requires the services of any subcontractor or professional associate in connection with the work to be performed under this Agreement, the CONTRACTOR shall obtain the written approval of the CITY Project Manager prior to engaging such subcontractor or professional associate. d. Independent contractor. It is specifically agreed that the CONTRACTOR is deemed to be an independent contractor and not a servant, employee, joint adventurer or partner of the CITY for the purposes set forth in this subsection and it is further agreed that no agent, Page 4 of 8 employee, or servant of the CONTRACTOR shall be deemed to be the agent, employee, or servant of the CITY. Accordingly, none of the benefits, if any, provided by the CITY to its employees, including but not limited to compensation insurance and unemployment insurance are available from the CITY to the employees, agents or servants of the CONTRACTOR. The CONTRACTOR will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants and subcontractors during the performance of this Agreement; provided, however, notwithstanding any provision of this Agreement to the contrary, CONTRACTOR, to the extent permitted and provided by law, shall for all purposes provided in this Agreement and otherwise be deemed an agent of the CITY for purposes of sovereign immunity whether under Florida Statute §768.28 and otherwise, including without limitation Florida Statute §768.28(9)(a). The CONTRACTOR agrees to comply with all Federal, State and municipal laws, rules and regulations that are now or may in the future become applicable to the CONTRACTOR, the CONTRACTOR's business, equipment or personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. The CITY will not be held responsible for the collection of or the payment of taxes or contributions of any nature on behalf of the CONTRACTOR. ii. The CONTRACTOR agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1986, of all persons it employs in the performance of this Agreement. e. Bid documents. Any request for proposals (RFP), request for qualifications (RFQ), bid specifications, engineering plans, shop drawings, material lists, or other similar documents issued for this project by the CITY, together with any addenda, are considered the "Bid Documents" and are hereby incorporated into this contract by reference. The CONTRACTOR agrees to abide by all of the terms, conditions and requirements of the bid documents which are declared to be material part of this Agreement. £ Acceptance of work product, payment and warranty. CONTRACTOR shall invoice CITY no more frequently then one time per month. Said invoice shall include an itemized statement of the services preformed by project or permit number. CITY shall pay all accepted and uncontested invoices, within thirty (30) days of the date of receipt of the invoice. The CONTRACTOR guarantees to amend, revise or correct to the satisfaction of the CITY any error appearing in the work as a result of the CONTRACTOR'S failure to comply with the warranties and representations contained herein. Neither inspection nor payment, including final payment by the CITY shall relieve the CONTRACTOR from its obligations to do and complete the work product in accordance with this Agreement. g. Public records. All records prepared or maintained by the CONTRACTOR in accordance with the Scope of Services (Exhibit "A"), shall be deemed to be public records. The CONTRACTOR shall allow public access to such documents and materials in accordance with the provisions of Chapter 119, Florida Statutes. Should the CONTRACTOR assert any exemptions to the requirements of Chapter 119 and related statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall Page 5 of 8 be upon the CONTRACTOR. Notwithstanding the provisions of Section 2(d) above, the CITY reserves the right to unilaterally terminate, immediately and without prior notice this Agreement for refusal by the CONTRACTOR to allow public access to all such documents, subject to the Provisions of Chapter 119, Florida Statutes, and made or received by the CONTRACTOR in conjunction with this Agreement. 4. Miscellaneous Provisions. THAT the parties hereby agree to the following miscellaneous provisions: a. Discrimination. That the CONTRACTOR shall assure that no person shall be excluded, on the grounds of race, color, creed, national origin, handicap, age or sex, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this Agreement. The CONTRACTOR shall take all measures necessary to effectuate these assurances. b. Severability. That, should any term or provision of this Agreement be held, to any extent, invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not affect any other term or provision of this Agreement, to the extent that the Agreement shall remain operable, enforceable and in full force and effect to the extent permitted by law. c. Entire Agreement. That this Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations or agreements to the contrary. CONTRACTOR recognizes that any representations, statements or negotiations made by the CITY staff do not suffice to legally bind the CITY in a contractual relationship unless they have been reduced to writing, authorized and signed by the authorized CITY representatives. d. Construction. Should any provision of this Agreement be subject to judicial interpretation, it is agreed that the court interpreting or considering such provision will not apply the presumption or rule of construction that the terms of this Agreement be more strictly construed against the party which itself or through its counsel or other agent prepared the same, as all parties hereto have participated in the preparation of the final form of this Agreement through review by their respective counsel, if any, and/or the negotiation of specific language and therefore the application of such presumption or rule of construction would be inappropriate and contrary to the intent of the parties. e. Waiver. The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or any portion of this Agreement, either at the time the breach or failure occurs or at any time throughout the term of this Agreement. The review of, approval of, or payment for any of CONTRACTOR'S work product, services, or materials shall not be construed to operate as a waiver of any of the CITY'S rights under this Agreement, or of any cause of action the CITY may have arising out of the performance of this Agreement. Page 6 of 8 £ Force Majeure. Notwithstanding any provisions of this Agreement to the contrary, the parties shall not be held liable if failure or delay in the performance of this Agreement arises from fires, floods, strikes, embargos, acts of the public enemy, unusually severe weather, outbreak of war, restraint of government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the parties. This provision shall not apply if the "Scope of Work" of this Agreement specifies that performance by the CONTRACTOR is specifically required during the occurrence of any of the events herein mentioned. g. Headings. All headings are for clarification only and are not to be used in any judicial construction of this Agreement or any paragraph. h. Binding Nature of Agreement. This Agreement shall be binding upon the successors and assigns of the parties hereto. Law; Venue. This Agreement is being executed in The City of Clermont, Florida and shall be governed in accordance with the laws of the State of Florida. Lake County, Florida shall be the exclusive venue of any action thereon. 5. Special Provisions. a. This Agreement shall be construed to be an exclusive requirements contract and shall be deemed to prohibit the CITY from bidding similar services either as an independent job or a component of a larger project. b. Any and all documents, materials and/or information, in any format whether electronic or otherwise and prepared, maintained, or received by CONTRACTOR in conjunction with or related to the performance of services under this Agreement, shall be deemed to be the property of CITY. As a result upon termination of this Agreement for any reason whatsoever, including but not limited to any alleged default by CITY, any and all such documents, material and information, shall be immediately provided to CITY in the original format that that they have been maintained by CONTRACTOR. Page 7 of 8 IN WITNESS WHEREOF, the parties hereto have signed and sealed this agreement on the day and date first written above. THE CITY OF CLERMONT CITY COUNCIL By: ~::% ~.. .lG MAYOR TTEST: ,_ ~,; i Clerk CITY COUNCIL APPROVED AS TO FORM AND CONTENT FOR THE RELIANCE OF THE CITY OF CLERMON NL By: CITY ATTORNEY I ESS CAPRI EN By: ~ H. ELZWEIG, Executive Officer ATTEST: LLC (CORPORATE SEAL) .;' _ rA ~,~-+~ Catherine H Decker ~~~ My Commission DD338557 p w Expires Juy 18.2008 Page 8 of 8 EXHIBIT "A" SCOPE OF SERVICES Provide Florida Statute §468 certified Building Official, Plans Examiner(s) and Inspector(s) to perform mandatory building code administration, plan reviews and inspections associated with any of the General Building, Structural, Mechanical, Electrical and Plumbing building components on behalf of The City of Clermont as their agent so as to reasonably assure compliance with the Florida Building code, local administrative and technical amendments, in accordance with the following, provided however, that all fire reviews and inspections shall be performed by CITY: CONTRACTOR will provide these services based on an 85/15 split of all permit revenues collected by the CITY based upon the adopted fee schedule (with 85% due to the CONTRACTOR). In addition to the split referred to above, for fire reviews and inspections and CITY shall retain $.OS per square foot for all permits except for warehouse permits for which CITY shall retain $.03 per square foot, or seven (7) percent of the applicable permit fee, which ever is greater. The CITY shall deduct and retain the additional fee for fire reviews and inspections from the total payment for the applicable permit and calculate the amount to be paid to CONTRACTOR as set forth above based on the balance of the permit fee paid. The Permit Fee Schedule attached hereto as Exhibit "B" shall be applicable to this agreement. CONTRACTOR may, upon specific written authorization from CITY, provide other services as required, which may include: review and investigation of violations of building codes, and assessment of damage after a natural disaster. The rate of compensation for those other services not related to a permit will be billed at an hourly rate of Eighty-Five Dollars per hour ($85/hour). Personnel will be provided as needed and during mutually agreed upon times to maintain office hours for the CITY'S Building Department. Initially and unless otherwise agreed to by CITY, CONTRACTOR shall: 1. Provide sufficient personnel to maintain counter hours at Clermont City Hall to serve the needs of the general public with regard to the service provided herein at a minimum level of Monday through Friday from 8 a.m. to 5 p.m. CONTRACTOR shall maintain said counter hours in accordance with the established holiday schedule of CITY. 2. In addition to the counter personnel described above, assign CONTRACTOR's Project Manager, plans examiner and/or building inspector to be on premises at Clermont City Hall as required to provide the services contemplated or, a minimum of four hours of each business day as provided above, whichever is greater. 3. Additionally, CONTRACTOR'S personnel will be available to the CITY via cell phone during all normal business hours. Service Levels indicated herein may be subject to modification upon agreement of the parties, should the permit fee revenue run rate drop below $600,000/year for two consecutive months. 1 Specifically included in CONTRACTOR'S stipulated fees will be all wages, payroll burden, employee benefits, Nextel radios, vehicles, fuel, and worker's compensation insurance associated with the required technical personnel. Specifically excluded and to be provided by the CITY will be office facilities, as defined in and in accordance with the Premises Use terms and Conditions attached hereto and incorporated herein as Exhibit "C" and consumables, including file folders and use of a copier, as determined by CITY, utilities, badges/ID's, and office telephone. All such items listed herein shall be provided to CONTRACTOR during the term of this Agreement and in the event of termination for any reason shall be returned, where applicable, in as good as condition as they were when provided to CONTRACTOR, reasonable wear and tear excepted. To the extent not otherwise addressed in this Agreement CONTRACTOR shall utilize said items in accordance with the established policies, rules, regulations and requirements of CITY. CONTRACTOR will require a 24-hour notice for each assignment. In the event The City of Clermont hires any of CONTRACTOR'S assigned professionals during the assignment or within a period of six months following said assignment, The City of Clermont agrees to pay to CONTRACTOR a professional placement fee of $25,000/professional. 2 Exhibit B Administrative Fees: Fee Title Fee Schedule Chan e of Prima Contractor $55 Change of Sub Contractor $33 Modif in Construction Plans after ermit issuance $55 A rove or Re-stam constructions lans after ermit issuance $55 Pre- ower a royal forms for first 60 da s $65 Tem ora /conditional Certificate of Occu anc $120 Re lace Buildin Permit Card $5 Fax Permits Local - $2 Lon distance - $3 Extensions of permits -only 90 day extension may be granted 10% of original permit fee or $55; whichever is reater Permit amendment fee -other than contractor changes $27 Chan e of buildin use/occu anc ins action re uired) $164 Special inspection fees for after hours, weekend and holiday $100 per hour Time calculated - departure from home to return to home Customized reports $25 per hour One hour minimum Re-issuance of building permits Minimum fees of all trades will apply to the re-review of all ermits Building Permit Fees Square Footage Rate (ender r~nt1 Fee Title Fee Schedule Residential building permit(includes plan review, inspections and $0.23 per square foot administrative) $75 minimum Commercial building permit (includes building/fire plan review, $0.37 per square foot ins actions, administrative) $150 minimum Warehouses: 0 to 400,000 square feet $0.16 per square foot 400,001 and u s uare feet $0.14 er s uare foot Institutional $0.38 er s uare foot Other permit items (under roof or impervious surface) Residential - $75 minimum Commercial - $150 minimum Other permit -Commercial (not covered elsewhere) $200 minimum or 1 % cost of construction; whichever is reater Roofin /Re-Roof commercial $0.03 er s uare foot Marine $0.17 er s uare foot Foundations $0.03 er s uare foot All alterations/renovations and shell only permits One half of the square foot rate Residential - $7S minimum Commercial - $1S0 minimum Other Permit Fees Fee Title Fee Schedule All Alterations/Renovations and Shell Only Permits One half of the square footage rate - Residential - $75 minimum Commercial - $150 minimum Aluminum Construction Permit Fees $0.16 per square foot $7S minimum Pool Enclosures One half Aluminum rate - $75 minimum Greenhouse Buildings (including roofing) $75 minimum Shade Structure Permit Fee -Pole and shade cloth (no plans review required) $7S for the 1 sc acre or portion thereof and $0.03 per each acre or portion thereafter Plumbing Permit Fees $0.03 per square foot $7S minimum Plumbing -Warehouse One half plumbing rate - $7S minimum Gas piping/fixtures $0.03 per square foot-$7S minimum Electrical Permit Fees $0.03 per square foot-$7S minimum Electrical -warehouses One half electrical rate - $7S minimum Individual basis -Each service installation $7S Each distribution/sub anel/disconnect new or re lacement $7S Mechanical Permit Fees $0.02 per square foot-$7S minimum Mechanical -warehouse One half mechanical rate - $7S minimum Tents $109 Accessory Structure (Aluminum, wood, other) $0.16 per square foot $75 minimum Fence $25 per 300 linear foot Permit Renewal Fees: When renewing a building permit the following percentage shall be used for the purpose of calculating the building fee - (the percentage represents the work not yet completed). This shall include electrical service. Fee Title Fee Schedule If the first inspection was never made -renewal must be at full current value. 100% Slab inspection approved and slab poured 80% Lintel inspection approved 60% Framing and rough all inspections approved 40% Insulation inspection approved 20% For final inspections only 10% Electrical, Plumbing, Fire, Gas and Pvlechanical Pejmit renewal Renewal of sub fee permits shall be the minimum ermit fee Reinspection Fees: hee Title Fee Schedule Reins ection fees $60 Other permit -Residential (not covered elsewhere) $75 minimum or 1 cost of construction; whichever is reater Roofing/Re-Roofing $0.03 per square foot or minimums; whichever is reater Si n Permit Fees: Fee Title Fee Schedule Permit Fees: For issuing each sign With electric $82 $109 In addition: Wall hun si ns er s ware foot er side $0.27 Free Standin si ns er s uare foot er side $0.44 Swimming Pool Permit Fees: Fee Title. Fee Schedule S a includes electrical, lan review, lumbin and as $82 Private above-ground swimming pools (includes electrical, plan review, lumbin and as $72 Private in-ground swimming pool (includes electrical, plan review, lumbin and as $245 Commercial swimming pools (includes electrical, plan review, lumbin and as $338 Mobile Homes: Fee Titie Fee Schedule Pre-Mobile Home Set Up -Health, safety and structural inspection prior to used mobile home setup. (pertains to used $109 mobile homes onl Manufactured Homes Permit Fees -Manufactured Home Permit $294 - includes set-u ,electric, lumbin and mechanical Fees for additions to manufactured homes shall be calculated the same as buildin ermit fee/aluminum ermit fee Modular Home permit Fees Same as manufactured homes Modular Buildings DCA Approved Same as manufactured homes Work without a Permit If any work is commenced without a permit, the penalty will be double the permit fee or $100; whichever is greater. Exhibit "C" PREMISES USE TERMS AND CONDITIONS 1. PREMISES: CITY agrees to permit CONTRACTOR to use that certain office space described in the "Description of Office Facilities" attached hereto and incorporated herein, hereinafter referred to as the "PREMISES" and in conjunction therewith, grants to CONTRACTOR the non-exclusive right to use the PREMISES. 2. UTILITIES, OTHER COSTS AND EXPENSES. CITY shall be responsible for the electric, hard-line telephone, water and sewer services costs, restroom-related costs and cleaning costs. All other costs shall be at the expense of CONTRACTOR. 3. USE OF PREMISES. CONTRACTOR may use the PREMISES for any and all purposes as set forth and consistent with the Agreement. CONTRACTOR_ covenants that it shall utilize the PREMISES in compliance with all applicable Federal, State and City laws and regulations and all policies of CITY. 4. CONTRACTOR' S OBLIGATIONS. (a) CONTRACTOR shall comply with all obligations imposed by applicable regulations of the Fire and Police Department, and applicable provisions of building and health codes; (b) CONTRACTOR shall obtain and maintain at all times, where applicable, a City Occupational License and all other local, County, State and Federal licenses, and permits needed to open and or operate CONTRACTOR'S business; (c) Upon termination of the Agreement, CONTRACTOR shall return the premises in as good of a condition, reasonable wear and tear excepted, as when CONTRACTOR took possession of the PREMISES; (d) CONTRACTOR shall not install and/or operate any fixtures, major appliance, machine or non-office related equipment on the premises, without the written consent of CITY; (e) CONTRACTOR shall not destroy, deface, damage, impair or remove any part of the premises or property or allow any other person to do so; (f) To the extent applicable, CONTRACTOR shall pay all Federal, State and local sales taxes applicable to the use of the PREMISES; and (g) CONTRACTOR shall not use any signage unless it is approved in advance by CITY; 5. LIABILITY FOR DAMAGE. CONTRACTOR is responsible for any and all damage or injury to the PREMISES of whatever kind, occurring during the use of the PREMISES by CONTRACTOR, reasonable wear and tear excepted. Upon termination of the Agreement for whatever reason, CITY may deduct, upon notice to CONTRACTOR, from any final payment due and payable to CONTRACTOR the reasonable costs to repair any damage to the Premises. fa , • ~ ~~ r, ~ ~ ..I X u' - ~ rte' N! 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