MANAGEMENT AGREEMENT TO PROVIDE VISITOR INFORMATION CENTER PIER 60
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MANAGEMENT AGREEMENT
This Agreement is made and entered into this ..(S~day of ~ '
2002, between the City of Clearwater, hereinafter referred t~ th City, P. O.
Box 4748, Clearwater, Florida 33758-4748, and Clearwater Regional Chamber of
Commerce, Inc., 1130 Cleveland Street, Clearwater, Florida 33755, hereinafter
referred to as the Agency.
WHEREAS, the City desires to provide visitor information services at the new
Visitor Information Center (VIC) adjacent to the Pier 60 Playground on
Clearwater Beach; and
WHEREAS, the Agency has established programs that provide information
services for Clearwater Beach; and
NOW, THEREFORE, the parties agree as follows:
I. TERM
a. The term of this Agreement shall be for a period of five (5) years
commencing as of August 1st, 2002 and continuing through July 31st,
2007 (the Tennination Date) unless earlier terminated under the terms of
this agreement. This Agreement can be extended by the mutual written
agreement of both parties.
b. It is expressly agreed between the parties that this Agreement shall not be
assignable to any other person, firm or corporation without the express
written consent of the City, which consent may be granted or denied in the
sole discretion of the City.
c. No permanent structure, once constructed, shall be removed from the
premises or materially altered except with written consent of the City and
all persons, firms or corporations are expressly called upon to take due
notice of the requirements of this agreement.
d. The City reserves at all times during the term of this Agreement or any
extension or renewal thereof the continuing right to utilize any portion of
the premises for laying and maintaining utility lines or facilities, including
roads, or other necessary rights of way, provided, however, the City shall
use its best efforts to adopt such route or routes as will be reasonable and
economically feasible to minimize interference with the purposes of this
Ag reement.
2. Services to be Provided: The Agency shall provide at a minimum the
services described in Exhibit A.
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3. Area to be Served: Services rendered through this agreement shall be
provided within the limits of the City of Clearwater and shall begin approximately
on August 1 st, 2002.
4. Use of Clearwater Beach Visitor's Information Center:
a) No Illegal Use. The Agency promises and agrees that they will make no
unlawful, improper or offensive use of the premises. Further, the Agency
understands and agrees that this provision specifically prohibits, among
other acts, the sale, consumption or use of alcoholic beverages or
controlled substances.
b) Property Use. It is understood between the parties that the real property
which is the subject of this agreement will not be used in any manner
other than as a Visitor Information Center.
c) Rules for Use. Equal opportunity for Chamber members and non-
Chamber members will be followed for promotional opportunities and no
unfair or dubious transactions shall take place. In addition, the Agency will
not compete with other local businesses. Items for sale shall include only
visitors' immediate needs, such as attraction tickets, telephone cards, and
maps.
d) Inspection by City. The Agency understands and agrees that the
premises may be entered and inspected at any time by the City's officers,
agents and employees.
e) General Adherence to City Ordinances. The Agency promises to
observe all City rules and ordinances.
5. Maintenance of the Premises by the Agency.
(a) Maintenance. The Agency shall maintain the premises in a neat and
clean condition, consistent with the condition as it exists on the date of this
agreement.
(b) Repair of Damage. The Agency understands and agrees that it is
responsible for and will cause to be repaired at the Agency's expense
willful damage to the premises. However, the City will be responsible for
routine maintenance of both the grounds and building, plus major
structural repairs.
6. Payment of Fees and Taxes. The Agency shall obtain all required
licenses at its own expense. In addition, the Agency will apply for tax exempt
status, however, if the claim is denied it shall pay all required property taxes, plus
additional taxes necessary to the Agency's operation. These expenses will be
covered under the subsidy arrangement described in Exhibit B.
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7. Scheduled Reports of Agency Activities: The Agency shall furnish the
City Manager with quarterly reports of activities conducted under the provisions
of this agreement. Each report is to identify the number of clients served, the
costs of such service, and commentary on the viability, effectiveness, and trends
affecting the VIC. The City may request additional reports if desired to monitor
annual objectives set by the Agency.
8. Use and Disposition of Funds Received: Funds received by the Agency
from the City shall be used to pay for the above costs and services as further
described in Exhibit A. Funds existing and not used for this purpose at the end of
this agreement term shall be deemed excess to the intended purpose and shall
be returned to the City.
9. Creation, Use, and Maintenance of Financial Records:
a) Creation of Records: The Agency shall create and maintain financial and
accounting records, books, documents, policies, practices, procedures
and any information necessary to reflect fully the financial activities of the
Agency. Such records shall be available and accessible at all times for
inspection, review, or audit by authorized City representatives.
b) Use of Records: The Agency shall produce such reports and audits as
required by the City to document the proper and prudent stewardship and
use of the monies received through this agreement.
c) Maintenance of Records: All records created hereby are to be retained
and maintained for the full term of this agreement.
10. Nondiscrimination: The Agency agrees that no person shall, on the
grounds of race, sex, handicap, national origin, religion, martial status or political
belief, be excluded from participation in, denied the benefit(s) of, or be otherwise
discriminated against as an employee, volunteer, or client of the provider.
11. Liability and Indemnification: The Agency shall act as an independent
contractor in the performance of this agreement. The Agency agrees to assume
the risks of providing the services as provided for in this agreement. Each party
to this agreement agrees to be fully responsible for its own real and personal
property, and for its negligence, and the negligence of its employees, volunteers,
and agents.
12. Insurance
The Agency shall obtain at its own expense, and maintain during the term of this
agreement, the insurance coverages set forth below:
a. Workers' Compensation and Employers' Liability - the Agency shall procure
and maintain for the life of this agreement, Workers' Compensation Insurance
covering all Agency employees with limits meeting all applicable state and
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federal laws. This coverage shall include Employers' Liability with limits meeting
all applicable state and federal laws.
b. Comprehensive General Liabilitv Insurance - the Agency shall procure and
maintain General Liability Insurance. This coverage shall be on an "occurrence"
basis and shall include: Premises and Operations; Independent Contractors;
Products and Complete Operations and Contractual Liability. Coverage shall be
no more restrictive than the latest edition of the Commercial General Liability
policies of the Insurance Services Offices. The minimum limits of coverage shall
be $500,00 per Occurrence Combined Single Limit for Death, Bodily Injury
Liability and Property Damage Liability.
c. Business Automobile Liability - the Agency shall procure and maintain
Business Automobile Liability Insurance on any automobile owned, leased, or
operated by, or on behalf of, the Agency. The minimum limits of coverage shall
be $500,000 per Occurrence Combined Single Limit for Death, Bodily Injury
Liability, and Property Damage Liability. This coverage shall be an "Any Auto"
type policy. Coverage shall be no more restrictive than the latest edition of the
Business Automobile Policies of the Insurance Services Office.
d. Other Requirements
(1) The City shall be named as an additional insured In all liability
insurance policies required under this agreement.
(2) Copies of insurance certificates for all insurance required by the
agreement shall be furnished to the City Clerk prior to use of the property, and
copies of all insurance policies covering insurance required by this agreement
shall be furnished to the City Clerk upon specific request of the City.
(3) Insurance policies purchased and issued to the Agency as required
by this agreement shall not be suspended, voided, canceled, or modified, except
after thirty (30) days prior written notice provided to the City Clerk.
(4) All insurance policies shall provide full coverage from the first dollar
of exposure unless otherwise stipulated. No deductibles will be accepted without
prior approval from the City.
13. Grant of Funds. The City, for the 2002/2003 budget year, agrees to
provide $48,838.00 dollars to the Agency in both monetary payments and in-kind
services to assist the Agency in its operation. Thereafter, the City shall allocate
the annual amount estimated in Exhibit B, but shall not exceed $50,000 dollars
annually. The City may withhold funds if services are not provided as described
in this agreement.
14. Payments: The funding shall be paid to the Agency on a quarterly basis at
the beginning of each quarter. The Agency will then reimburse the City at the
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end of each quarter out of its net profits up to the City's contribution amount
15. Upkeep: The City will pay for the initial cost of equipment, grounds and
building maintenance, replacement of broken equipment, and major structural
damage to the facility. Excluding initial start up costs, additional expenses will be
considered a part of the subsidy to be paid back to the city at the end of each
quarter, Le. grounds maintenance, replacement of broken equipment, etc.
16. Parking: The City shall provide 2 spaces on the roundabout curve for
Beach VIC parking. These spaces will be for 15 minutes only. A 3rd space will
sometimes be available when trucks are not using it for unloading. In addition,
one space within the Marina parking lot will be reserved for staff parking. All
other employees will receive temporary parking permits within the Marina lot that
must be renewed every 6 months.
17. Signage: The City shall construct and install an attractive wooden sign
visible from the Roundabout denoting the location of the Beach VIC. In addition,
a second similar sign will be installed next to the Pier 60 Parking Lot denoting
that fee parking is available within the lot for the Beach VIC.
18. Disclaimer of Warranties
This Agreement constitutes the entire Agreement of the parties on the subject
hereof and may not be changed, modified, or discharged except by written
Amendment duly executed by both parties. No representations or warranties by
either party shall be binding unless expressed herein or in a duly executed
Amendment hereof.
19. TERMINATION
a. For Cause: Material failure to adhere to any of the provisions of this
agreement as determined by the City shall constitute cause for
termination. This agreement may be terminated with 10 days prior written
notice without any further obligation by either party. The agency shall
have an additional 5 days to remedy any perceived material failure.
b. Notice Without Cause: Either party may terminate this agreement by
giving the other party 30 days written notice.
c. Disposition of Fund Monies: In the event of termination for any reason,
monies made available to the Agency but not expended in accordance
with this agreement shall be returned to the City.
d. Bankruptcy: Should the Agency hereinafter be adjudged bankrupt or
become insolvent or in any other way be financially unable to keep the
covenants of this Agreement, the City may at its option, terminate the
Agreement, as though for breach of any other covenant.
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e. Insufficient Funds: In case the City has insufficient funds to run the
Beach VIC the Agency has the right to be released of all terms and other
conditions.
20. MISCELLANEOUS
It is agreed that time is of the essence of this Agreement. The failure of any
party to exercise any right or power given hereunder, or to insist upon strict
compliance by the other party with its obligations as set forth herein, shall not
constitute a waiver by such party of its rights to demand strict compliance with
the terms and provisions of this Agreement. The Agreement shall be binding
upon and inure to the benefit of the parities hereto and their respective
successors and assigns. This Agreement shall be governed by the laws of the
State of Florida.
21. NOTICE
Any notice required or permitted to be given by the provisions of this agreement
shall be conclusively deemed to have been received by a party hereto on the
date it is hand-delivered to such party at the address indicated below (or at such
other address as such party shall specify to the other party in writing), or if sent
by registered or certified mail (postage prepaid), on the fifth (5th) business day
after the day on which such notice is mailed and properly addressed.
a. If to City, addressed to City Manager, City of Clearwater, P. O. Box 4748,
Clearwater, Florida 33758-4748.
b. If to Agency, addressed to President, Clearwater Regional Chamber of
Commerce, 1130 Cleveland Street, Clearwater, Florida 33755.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement the day and year first above written.
Clearwater Regional Chamber
Of~
By:
Print Name: MICrllrfFL MIt61Pt:L.
President
BY~.=
Print Na e: 1St..- L. ~
Secretary
City of Clearwater, Florida
BY~'~JI.
William B. Horne, II
:::?f~ -
Mayor-Commissioner
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B;;~ - ;Ck
',~~. ' -~
jp, Cynt a : Goudeau &j.
V City Clerk, .
A
John C. Carassas
Assistant City Attorney
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EXHIBIT A
The Visitor Information Center will serve as the Clearwater Beach Visitor
Information Center. The Clearwater Regional Chamber of Commerce will be the
City's agent in all matters pertaining to the Beach Visitor Information Center.
· Upon completion of the new VIC facility around August 1 st, 2002, the Agency
shall begin providing visitor information services to the Clearwater Beach
community.
· The Agency shall run an efficient and effective Visitor Information Center that
represents a partnering between businesses and the City of Clearwater which
will seek to be self-supporting.
· All persons who work at the center will have proper licenses, permits, and
qualifications to perform their duties.
· The Agency shall follow all of the City's public and private partnerships.
· The Agency will comply, with the requirements of the Americans with
Disabilities Act. '
· A new building adjacent to the Pier 60 playground on Clearwater Beach will
be provided to the Visitor Information Center rent-free and shall be open seven
days a week, but closed on Christmas Day, New Year's Day, Thanksgiving Day
and Easter Sunday. Hours of operation will depend upon season. The VIC will
be open from 10 a.m. until 6 p.m. from Labor Day through February 1st. The VIC
will be open from 10 am until 7 p.m. from February 1 st until Labor Day weekend
with a Friday and Saturday weekend closing hour of 9 p.m. from Memorial Day
weekend through Labor Day weekend.
· Payroll, scheduling, and maintaining employees will become the
responsibility of the Agency. The Agency shall employ a full time Beach VIC
Manager and appropriate part time staff.
· The City shall provide the initial capital start-up expenses including: building
the structure; installing the utilities, alarm system, phone and internet
connections; and constructing and or providing the internal furnishings including
brochure racks, two functional computers with IT support from the City, initial
signage, and a combined printer/copier/fax machine. After that point, the Agency
will provide all needed supplies, materials, future furniture, and future signage.
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· The Agency shall provide and upkeep its own phone services. However,
the City will pay the utility expenses for the Agency. These expenses will be
considered part of the subsidy that shall be paid back to the City at the end of
each quarter. Please see Attachment B for lists of expenses.
· The Agency shall subscribe to Language Line, a service providing telephone
access to interpreters who interpret from English into as many as 140 languages,
7 days a week, 24 hours a day.
· The Clearwater Regional Chamber of Commerce will maintain a separate
account for the Beach Visitor Information Center and will provide an accounting
of the expenditure of funds to the City Manager.
· The Agency will not promote businesses outside of Clearwater and its
unincorporated enclaves that are in direct competition with businesses in
Clearwater. Unique attractions outside of Clearwater may be promoted, i.e.
Disney World, Bush Gardens, Sea World, etc. The City will have the right to
monitor and remove advertisements that may harm local businesses.
· The Agency shall not expand its advertisements beyond the VIC facility.
However, it may use Internet Kiosks outside of the building.
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Exhibit B
***VIC Estimated
Expenses
Estimated Cash 2001/2002 2002/2003 2003/2004 2004/2005 2005/2006 2006/2007 Total Costs
Contributions by the
City
Dues & Subs 0 40 40 40 40 40 200
Credit Card Machine 410 0 0 0 0 0 410
Office Supplies 150 480 480 480 480 400 2,470
Postage 20 26 26 26 26 21 145
Printing 30 180 180 180 180 150 900
Language Line 300 600 600 600 600 500 3,200
Local Use (phone) 160 960 960 960 960 800 4,800
Road Runner 170 1,020 1,020 1,020 1,020 850 5,100
Crime Bond Coverage 32 32 32 32 32 0 160
* Property Taxes 400 1,000 0 0 0 0 1,400
Staffing 8,600 40,000 40,000 40,000 40,000 34,000 202,600
Total 10,272 44,338 43,338 43,338 43,338 36,761 221,385
In-Kind
Contri butions
City Expenses
Computer Programs 1,600 0 0 0 0 0 1,600
Equipment 3,000 0 0 0 0 0 3,000
Computer Upkeep 165 1,000 1,000 1,000 1,000 850 5,015
Electric 250 1,500 1,500 1,500 1,500 1,300 7,550
Building Main. 350 2,000 2,000 2,000 2,000 1,700 10,050
Total 5,365 4,500 4,500 4,500 4,500 3,850 27,215
Total Costto City 15,637 48,838 47,838 47,838 47,838 40,611 248,600
** Anticipated 0 ****13,141 18,059 22,008 23,432 24,101 100,741
Receipt From Agency
* The Agency will apply for tax exempt status. If they do not receive tax exempt
status, then property taxes will be paid by the Agency with the subsidy funds
provided by the City. Tax exempt status cannot be obtained until January of
2003.
* * The Agency will, from its net profits, each quarter pay the City back these
expenses to the best of its ability, with the eventual goal of being self-sufficient.
*** Estimated expenses may fluctuate, but will not exceed total amount of
Agreement.
**** 2002/2003 expected revenue shall be used to repay the City Manager's
Flexibility Fund up to its point of contribution. All additional revenue will be
placed into the General Fund.
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