AGREEMENT FOR PROFESSIONAL MANAGEMENT SERVICES TO MANAGE AND OPERATE THE HARBORVIEW
EXECUTION COPY
AGREEMENT FOR PROFESSIONAL MANAGEMENT SERVICES
This Agreement for Professional Management Services ("Agreement") is made as of this 4th day
of August, 2005, by and between the City of Clearwater, a municipal corporation organized and existing
under the laws of the State of Florida ("City"), and Global Spectrum, LP, a limited partnership organized
and existing under the laws ofthe State of Delaware ("Global") (individually "Party" or collectively the
"Parties").
RECITALS
WHEREAS, the City owns a convention center located in Clearwater, Florida known as the
Harborview Center ("Facility"); and
WHEREAS, the City and Global currently are parties to an Agreement for Professional
Management Services dated January 18, 1995, as amended ("Original Agreement"), pursuant to which
Global is managing and operating the Facility on behalf of the City; and
WHEREAS, the City and Global now desire to amend and restate the Original Agreement, in
accordance with the terms and conditions herein set forth, it being intended that this Agreement
supersede in its entirety the Original Agreement.
WHEREAS, all references to the "Facility" in this Agreement shall be deemed to include, and
Global's duties hereunder shall apply to the entire facility complex, including but not limited to, the
meeting rooms, common areas, lobby areas, executive and other offices, storage and utility facilities, and
the entrances, grounds, sidewalks and parking areas surrounding the Facility and adjacent thereto, but
shall not include any leased retail space in the Facility ("Leased Space"), including the space currently
leased to Steinmart, Inc. and Pickles Plus Too, Inc., except as otherwise specifically set forth in this
Agreement.
NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and
promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1
SCOPE OF SERVICES
Section 1.1. Engagement.
(a) City hereby engages Global during the Term (as defined in Section 3.1) to
act as the sole and exclusive manager and operator of the Facility, in accordance with the terms and
conditions herein and to perform the services described in Exhibit "A" (attached hereto and made a part
hereof) ("Services").
(b) Global hereby accepts such engagement, and shall perform the Services
subject to the limitations expressly set forth in this Agreement, Global's current Operations Manual,
(which is incorporated herein by reference, and which has previously been submitted to and approved by
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the City), and any applicable terms and conditions of existing agreements between the City and Lessees at
the Facility, (specifically, Steinmart Inc., and Pickles Plus Too, Inc.), which shall effect Global's
performance hereunder. Global shall submit to the City for review and approval, any amendments to the
Operations Manual before any such amendment shall be binding as part of this Agreement. Should there
be a conflict between the terms and conditions ofthe Operations Manual and this Agreement, the terms of
this Agreement shall supersede those of the Operations Manual and be binding upon the parties hereto.
Section 1.2 Contingencv. Global's obligations under this Agreement are contingent
upon and subject to the City making available, in a timely fashion, the City subsidy towards operations
expenses, as set forth in Section 2.4 below ("Subsidy" or "Total Subsidy"), as well as any additional
funds permitted to be incurred by Global hereunder towards operating expenses of the Facility. City
agrees to provide an annual City Cash Subsidy (as defined in Section 2.4) within the first three days of
each Fiscal Year, and will pay the remaining portions of the Subsidy as and when described in Section 2.4
below. Global shall not be considered to be in breach or default of this Agreement, and shall have no
liability to the City or any other party, in the event Global does not perform any of its obligations
hereunder due to failure by the City to timely provide such funds.
ARTICLE 2
COMPENSATION
Section 2.1 Management Fee. As consideration for the performance of Global's
obligations hereunder, Global shall draw a base management fee ("Base Management Fee"), subject to
and adjusted in accordance with the provisions herein. The Base Management Fee for the first (15t)
Operating Year shall be Seventy-Nine Thousand dollars ($79,000). Beginning in the second Operating
Year, the Base Management Fee shall be increased annually in accordance with the percentage increase (if
any) for such year over the previous year in the Consumer Price Index for the local Clearwater area, as
published by the United States Department of Labor, Bureau of Labor Statistics or such other successor or
similar index. The Base Management Fee shall be payable to Global in advance each month, beginning
on the Effective Date and payable on the first (15t) day of each month thereafter, (in one-twelfth
increments of the total Base Management fee due for each corresponding Operating Year). "Operating
Yearl' shall run concurrent with the City's fiscal year, or October 1 through September 30 of each year.
The Base Management Fee shall be included in the annual Operating Budget as an Operating Expense (as
such terms are defined herein) of the Facility, and Global shall be entitled to pay itself such amount from
the Facility Operating Account (as defined in Section 8.2 below).
Section 2.2 Additional Management Fee. In addition to the Base Management Fee
described in Section 2.1 above, Global shall be entitled to an additional management fee ("Additional
Management Fee") at the end of each Operating Year of the Term in which the Facility realizes a
"Profit" (defined as net income, to the extent it is a positive number, per Global's audited financial
statements as required hereunder, which includes the Total Subsidy (as defined herein) as a revenue item
and expenditures paid back to the City for City services (as described in Section 7.2) as an expense item).
Global shall receive Seventy Percent (70%) of Profit, and City shall receive Thirty Percent (30%) of
Profit. Profit shall be paid to the Parties within thirty (30) days of the filing of the audited financial
statements by Global to the City for such Operating Year. Global shall be responsible to provide audited
financials to the City no later than sixty (60) days following the Fiscal or Operating Year-end. A local or
regional accounting firm, subject to the City's written approval, shall conduct such audited financials. As
consideration for the opportunity to earn an unlimited Additional Management Fee, Global agrees to
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assume the risk ofa Loss (defined below, and payable as described in Section 2.3), up to the amounts set
forth in Section 2.3 below.
Section 2.3 Rebate of Facility Loss. In the event the Facility experiences a "Loss" in
any Operating Year (defined as net income, to the extent it is a negative number, per Global's audited
financial statements as required hereunder, which includes, the Total Subsidy (as defined herein) as a
revenue item and expenditures paid back to the City for City services (as described in Section 7.2) as an
expense item), Global shall rebate, by depositing into the Operating Account, the amount of said Loss up
to an amount equal to $228,300 in the first Operating Year, $212,000 in the second Operating Year, and
$200,000 in the third and fourth Operating Years ("Rebate"). Any Loss in excess ofthe amount due as a
Rebate by Global under the previous sentence shall be the sole responsibility ofthe City. The Rebate, if
any, shall be paid into the Operating Account as an advance during each Operating Year if and when
needed due to a cash shortfall, in order to permit the continuation of operations at the Facility, without
interruption. The parties shall hold a settlement within ninety (90) days of the end of each Operating Year
to account to each other for any underpayment or overpayment by Global towards a Loss during such
Operating Year. Notwithstanding the foregoing, in the event of a Force Majeure, upon the happening of
such occurrence, Global's shall not be obligated to advance such Rebate during the Operating Year, but
rather, to the extent it is obligated to pay the Rebate, shall pay it following the end of such Operating
Year.
Section 2.4 Subsidies. The Total Subsidy for each Operating Year to be paid by the
City to Global shall consist of a City Cash Subsidy ("City Cash Subsidy"), plus the base rent from lease
agreements with Steinmart and Pickles Plus Too, Inc., as provided for below:
Operating Year
City Cash Subsidy
Steinmart
Pickles Plus
1 (2005-06)
2 (2006-07)
3 (2007-08)
4 (2008-09)
$283,300
~~9Y,qOO
$, ~5$~'O, 00,
,~:'1, ',;'_ : ,'" ,', ',~
$255,0'00
$150,00'0
$150,000
$15'0,0'00
$15'0,0'00
$30,000
$3'0,000
$30,00'0
$30,000
The City Cash Subsidy shall be paid to Global annually, in accordance with Section 1.2
hereunder, and the Lessee rent portions ofthe Total Subsidy shall be paid to Global monthly by the date
on which such amounts are due from the Lessees under their respective lease agreements (regardless of
when such amounts are actually paid to the City, and even iffor any reason such amounts are not paid to
the City), and shall be deposited into the Operating Account.
The City shall retain any additional rents paid by Steinmart or Pickles Plus, Inc. in accordance
with their respective lease agreements in excess of the above base rent amounts.
Section 2.5 Re-Negotiation of Economic Terms. In the event of a Force Majeure (as
defined in Section 16.5) resulting in a temporary or prolonged closure or reduction in activity of the
Facility, or if expenses outside the reasonable control of Global, such as insurance or utility costs.
substantially increase during the Term, the parties agree to renegotiate in good faith the economic terms of
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this Agreement to preserve the economic benefits of both parties hereunder in a manner that is satisfactory
to Global and the City.
ARTICLE 3
TERM; TERMINATION
Section 3.1 Term. The Parties acknowledge that the Term of this Agreement shall be
from October 1,2005 ("Effective Date") and shall expire on September 30,2009 ("Termination Date").
"Operating Year" for year one shall be from October 1, 2005 to September 30, 2006. Thereafter,
Operating Year shall be the twelve-month period beginning on October 1 of the corresponding year and
terminating on September 30 of the following calendar year. The parties may extend the Term as
mutually agreed by written Amendment to this Agreement. Notwithstanding the fact that the Effective
Date has not yet occurred, this Agreement shall be binding on the parties upon execution and delivery
hereof.
Section 3.2
Termination.
(a) This Agreement may be terminated (i) by Global, upon thirty (30) days
written notice, if Global fails to earn and retain, following any Rebate, a Base Management Fee of at least
$1.00 in any two (2) consecutive Operating Years; (ii) by either party upon thirty (30) days written notice,
if the other party fails to perform or comply with any of the material terms, covenants, agreements or
conditions hereof, and such failure is not cured within thirty (30) days following written notification of
the non-compliance, or (iii) by either party immediately by written notice to the other party being judged
bankrupt or insolvent, or if any receiver or trustee of all or any part of the business property of the other
party shall be appointed and shall not be discharged within one hundred twenty (120) days after
appointment, or if either party shall make an assignment of its property for the benefit of creditors or shall
file a voluntary petition in bankruptcy or insolvency, or shall apply for bankruptcy under the bankruptcy
or insolvency laws now in force or hereinafter enacted, Federal, State or otherwise, or if such petition
shall be filed against either party and shall not be dismissed within one hundred twenty (120) days after
such filing, or (iv) by the City should the City Council determine in its sole discretion, that the Facility
property is needed for municipal purpose as provided for in the City of Clearwater Code of Ordinances.
This right of termination is to be considered in addition to all other rights of termination set out in this
Agreement.
(b) In the event this Agreement expires or is terminated prior to the end ofthe
Term, in addition to the other amounts due Global hereunder, the City shall pay Global all fees earned and
due Global including, the Base Management Fee and Additional Management Fee, and Global shall pay
to City any Rebate due to the City hereunder for the Operating Year in which this Agreement terminated
up to the Termination Date (if applicable) and any and all monies past due, with all accounting to be
performed in accordance with the provisions herein, and applied on a pro-rata basis. Additionally, in the
event this Agreement is terminated by the City pursuant to Section 3.2(a)(iv) above, the City shall
reimburse Global for withdrawing from services hereunder, only to the extent that such costs are more
particularly set out in Exhibit "B" attached hereto and made a part hereof. Global shall provide the City
with written documentation of all such expenses prior to payment by the City.
(c) Upon termination or expiration of this Agreement for any reason, Global
shall (i) promptly discontinue the performance of all Services hereunder, (ii) deliver or otherwise make
available to the City all data, electronic files, documents, procedures, reports, estimates, summaries, and
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other such information and materials with respect to the Facility as may have been accumulated by Global
in performing its obligations hereunder, whether completed or in process, and (iii) assign to the City all
contracts or leases entered into by Global in furtherance of its duties hereunder. In fulfilling its duties
hereunder, Global shall incorporate into any agreements with third parties a municipal purpose
termination clause allowing the City to terminate immediately if the City Council of Clearwater
determines the subject property is needed for municipal purpose.
(d) The remedies described in this Section 3.2 are not exclusive, and shall be
in addition to any other remedies the parties may be entitled to, either by virtue of the terms of this
Agreement, at law or in equity, as a result of a breach or termination ofthis Agreement.
ARTICLE 4
OWNERSHIP; USE OF THE FACILITY
Section 4.1 Ownership of Facility. Data. Equipment and Materials. The City will at
all times retain ownership of the Facility, including but not limited to real estate, technical equipment,
furniture, displays, fixtures and similar property, including improvements made during the Term or
property acquired by Global as an Operating Expense, in addition to any data, equipment or other
materials at the Facility ("City Property"). Global shall report to City any purchases of equipment costing
in excess of One Thousand Dollars ($1,000.00) and which have a useful life in excess of one year. Such
items shall be tagged as fixed assets in accordance with, and as required by applicable Florida law. City
retains the right, at all times, and upon expiration or termination ofthis Agreement, to inventory all assets
of the facility upon reasonable notice. In addition to tagging of fixed assets as required by law, Global
shall; within its weekly operating report to the City, notify City Contract Administrator of such purchases
or losses of such City Property. City Property to be used at the Facility shall remain the property of the
City, and shall be returned to the City when no longer needed by Global to perform under this Agreement.
Under no circumstances shall City Property be removed from the Facility without the express, written
consent of the City. Notwithstanding the above, all computer software developed or otherwise owned or
licensed by Global for use at all or substantially all of Global's facilities shall, as between the City and
Global, remain the sole property of Global, and may be retained by Global upon expiration or termination
hereof, even if the pro-rata cost of using such software is charged to the Facility as an Operating Expense.
Within thirty (30) days ofthe execution of this Agreement, Global shall provide the City with a written
inventory of all tagged assets.
Global shall be responsible to record and report all losses of City Property in accordance with the
procedures in its Operating Manual. An amount equal to 0.05% of gross food and beverage sales in each
fiscal operating year shall be permitted as an Operating Expense to replace any lost, damaged or missing
Smallwares from such year. Global shall be responsible for replacing any lost, damaged or missing
smallwares in each such year, the cost of which is in excess of 0.05% of gross food and beverage sales.
Furthermore, Global shall reimburse the City at the end of each fiscal operating year for the actual cash
value of all lost or missing (but not damaged) City Property, other than Smallwares, used in the operation
ofthe Facility (as opposed to City Property not related to the operation ofthe Facility, such as artwork on
display in the Facility) in excess of $2,500 each year. For purposes of this Agreement, "Smallwares"
shall be defined as glassware, china, flatware, decorations, bar service ware, pots, pans, kitchen utensils,
storage containers and buffet ware. The parties will, within 30 days ofthe commencement of the Term,
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jointly conduct an audit ofthe inventory in the Facility. Actual losses will be determined according to the
inventory audit at the end of each fiscal year as provided for in the Operations Manual.
Section 4.2 Right of Use. The City hereby gives Global the right to use the Facility,
and Global accepts such right of use, for the purpose of performing the Services herein specified,
including the operation and maintenance of all physical and mechanical facilities necessary for, and
related to, the operation, maintenance and management of the Facility. Global shall be entitled to use
throughout the Term, the office space and equipment used by Global immediately prior to the Effective
Date (or, if for any reason such office space becomes unusable, sufficient substitute office space). In
addition, the City shall make available to Global, at no cost, parking spaces adjacent to the Facility for all
of Global's full-time employees and for the Facility's event staff, but in no event shall said assigned
parking conflict with parking provided to Lessees of the Leased Space, the adjoining City Library or
spaces specifically marked for any other parties.
Section 4.3 Observance of Agreements. The City agrees to pay, keep, observe and
perform all payments, terms, covenants, conditions and obligations under any leases, bonds, debentures,
loans and other financing and security agreements to which the City is bound in connection with its
ownership of the Facility.
Section 4.4 Use by the City. Subject to availability, the City shall have the right to use
the Facility or any part thereof for an "at cost" rental fee, meaning that the City shall promptly reimburse
Global for any direct out-of-pocket expenses incurred by Global in connection with such use (including
without limitation expenses for labor, set-up and take-down, utilities and supplies in connection with such
use). Such use shall be subject to the City providing notice no earlier than ninety (90) days prior to the
event. Such use shall be subject to confirmation by Global that the use will not compete with, nor conflict
with, paying events booked, or dates held, by Global. Upon request ofthe City, Global shall provide to
the City a list of available dates for City use of the Facility in accordance with the above.
ARTICLE 5
PERSONNEL
Section 5.1 Generallv. All Facility staff and other personnel shall be engaged or hired
by Global, and shall be employees, agents or independent contractors of Global (or a subsidiary or
affiliate thereot), and not of the City. Global shall select the number, function, qualifications, and
compensation, including salary and benefits, of its employees and shall control the terms and conditions
of employment (including without limitation termination thereot) relating to such employees. Global
agrees to use reasonable and prudent judgment in the selection and supervision of such personnel and act
in accordance to its Employee Manual. Global hereby represents that it conducts drug testing and
background checks on its employees, as well as financial background checks on its business management.
Section 5.2 General Manager. Personnel engaged by Global will include an individual
with managerial experience in similar facilities to serve as a full-time on-site general manager of the
Facility (the "General Manager"). The parties acknowledge that the General Manager is currently
Isabelle Blainey. The General Manager will have general supervisory responsibility for Global and will
be responsible for day-to-day operations ofthe Facility, supervision of employees, and management and
coordination of all activities associated with events taking place at the Facility.
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Section 5.3 Non-Solicitation. During the Term and for a period of one (1) year after
the end of the Term, the City shall not, without Global's prior written consent, solicit for employment by
the City, or encourage to cease rendering services to Global, any management-level employee of Global
with whom the City has had dealings by virtue of the engagement of Global hereunder, including the
General Manager, Assistant General Manager, Business Manager, Director of Operations, Director of
Marketing, or any other department head. In the event the City breaches this Section 5.3 with respect to
any employee or agent of Global, the City shall pay Global as liquidated damages an amount equal to one
year's base salary for such employee or agent. The parties agree that such amount is an estimate of the
actual damages Global will suffer as a result of a breach of this Section 5.3, and shall be deemed to
constitute liquidated damages and not a penalty of any kind, however, if recovered shall represent full
settlement and the sole means of recovery by Global for the breach. In the event for any reason Global is
not paid such amount as liquidated damages, Global shall be entitled, in the event of a breach of this
Section 5.3 to equitable relief, including an injunction to enjoin and restrain the City from continuing such
breach, and any other remedies at law or in equity to which it may be entitled. It is further understood and
agreed that no failure or delay by Global in exercising any right, power or privilege hereunder shall
operate as a waiver thereof.
ARTICLE 6
OPERATING BUDGET
Section 6.1
Establishment of Operating Budget.
( a) Global agrees that prior to March 31 preceding each Operating Year, it
will prepare and submit to the City a line item budget for the Facility for such upcoming Operating Year
(to be approved by the City pursuant to Section 6.2, the "Operating Budget"). Each annual Operating
Budget shall include a projection of gross revenues and Operating Expenses, presented on a monthly and
annual basis. The Operating Budget shall serve as an estimate of expected revenue and expenses for the
Facility. The City agrees to provide Global with all information in its possession necessary to enable
Global to prepare the Operating Budget. The Operating Budget shall be presented on the City's Budget
Schedule form BS6A as described by example in Exhibit "e" (attached hereto and made a part hereof),
which format may from time to time change at the City's discretion.
(b) All line items in the Operating Budget shall be deemed to be Operating
Expenses of the Facility, and shall be payable by Global with funds from the Facility Operating Account,
pursuant to the terms hereof; provided that the parties specifically agree that Operating Expenses shall not
include Capital Expenditures, debt service on the Facility, any Additional Management Fee, any internal
service fees (unless agreed upon in advance by Global in writing), or any Targeted Taxes (as defined on
Exhibit A), all of which shall be paid by the City from separate funds.
Section 6.2 Approval ofOoerating Budget. Each annual Operating Budget shall be
subject to the review and approval of the City, which approval shall not be unreasonably withheld or
delayed. In order for the City to fully evaluate and analyze such budgets or any other request by Global
relating to income and expenses, Global agrees to provide to the City such reasonable financial
information relating to the Facility as may be requested by the City from time to time. If extraordinary
events occur during any Operating Year that could not reasonably be contemplated at the time the
corresponding Operating Budget was prepared, Global may submit an amendment to such budget for
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review and approval by the City (which approval shall not be unreasonably withheld or delayed). Budget
amendments submitted hereunder shall be processed in accordance with the City's policies and timelines
for such amendments. If the City fails to approve any annual Operating Budget (or any proposed
amendment thereto), the City shall promptly provide Global the specific reasons therefore and its
suggested modifications to Global's proposed Operating Budget or amendment in order to make it
acceptable. The parties shall then engage in good faith discussions and use reasonable commercial efforts
to attempt to resolve the matter to the mutual satisfaction of the parties, including, if applicable,
negotiation of a mutually acceptable modification to the economic terms of this Agreement to enable
Global to achieve the compensation contemplated by its proposed Operating Budget. If, despite such
good faith negotiations, the parties are unable to agree on the operating budget for such period, Global
may terminate this Agreement, without liability to City except for any amounts then due in accordance
with the terms herein, upon one hundred twenty (120) days written notice to the City (during which
period Manager shall continue to perform its duties hereunder in accordance with the prior year's annual
operating budget).
Section 6.3 Adherence to Operating Budget. Global shall manage and operate the
Facility in accordance with the Operating Budget, but shall have no liability for failing to achieve
estimated projections contained therein other than as specifically set forth herein. Without the prior
consent of the City, Global shall not exceed, commit or contract to expend any sums in excess of the
aggregate amounts allowed in the Operating Budget or otherwise approved by City, except (i) if such
additional expenditure is necessary to perform an Emergency Repair (as defined in Section 10.2 below),
in which event Global shall notify the City prior to making such repair, (ii) if such additional cost is offset
by a corresponding increase in Revenue; and (iii) for increased costs resulting from events scheduled
pursuant to Section 4.4. Global agrees to provide monthly budgeted to actual reporting ofthe forecasted
budget, in writing to the City, and, as promptly as practicable after becoming aware of such, any
significant change or variance in the bottom line number in the Operating Budget, and any material
increase in the total costs (as opposed to any particular line item cost) from that provided for in the
Operating Budget (unless such change, variance or increase is a result of, or offset by, a corresponding
increase in Revenue) and if necessary, present any material change or variance in the bottom line number,
or information related to same, to the City Council at its next regularly scheduled Council meeting.
ARTICLE 7
FUNDING
Section 7.1 Source of Funding. Global shall pay all items of expense for the
operation, maintenance, supervision and management of the Facility from the funds in the Facility
Operating Account. The Facility Operating Account shall be funded with amounts generated by operation
of the Facility (as described in Article 8 below), and by subsidies as described herein. In the event the
City becomes aware of expenses outstanding and overdue which are not disputed by Global, or it is
expressly requested ofthe City to make payment on expenses which are not disputed by Global and have
unreasonably gone unpaid, the City may make payment of such expenses and seek reimbursement from
Global as an Operating Expense of the Facility.
Section 7.2 Funding for Expenses Paid by the City. Global shall reimburse the
City, as an Operating Expense, for all pre-approved items of expense paid by the City for services
provided by the City (which may include, for example, power, I.T. charges, telephones, etc.). The
City will bill Global for these amounts on a monthly basis, and Global shall reimburse the City by
check from the Operating Account. Notwithstanding anything to the contrary contained herein,
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Global shall have no obligation to use City services at the Facility, and may, in its sole discretion, use
a third party to provide such services instead of using the City.
Section 7.3 Funding for Property Insurance. Global shall reimburse the City, as an
Operating Expense, for property insurance on the Facility. The parties acknowledge that the current
expense for property insurance is $800.00 per year. The City agrees that in no event shall the annual
increase in the cost of property insurance charged to the Facility exceed twenty five percent (25%) over
the cost charged in the preceding Operating Year. The city will bill Global for this expense on a monthly
basis, and Global shall reimburse the City by check from its Operating Account.
Section 7.4 Advancement of Funds. Any necessary advancement for shortfalls in the
Operating Account after the Subsidies have been provided, shall be made by Global by deposit into the
Operating Account, as needed, up to the amount of the Rebate for such Operating Year. Any necessary
advancements after Global has advanced the amount of the Rebate for such year shall be made by the
City, as needed. All such advances shall be included in the computation of "Profit" or "Loss" for the
purpose of determining whether any Rebate is due from Global, and shall be accounted for at the year-end
settlement described in Section 2.3 above.
ARTICLE 8
PROCEDURE FOR HANDLING INCOME
. Section 8.1 Event Account. Global shall deposit as soon as practicable following
receipt, in an interest-bearing account in a local qualified public depository to be designated by the City in
writing ("Event Account"), all revenue received from ticket sales and similar event-related revenues
which Global receives in contemplation of, or arising from, an event, pending completion of the event.
Such monies will be held in escrow for the protection ofticket purchasers, the City and Global, to provide
a source of funds as required for payments to performers and for payments of direct incidental expenses
in connection with the presentation of events that must be paid prior to or contemporaneously with such
events. Promptly following completion of such events, Global shall transfer all funds in the Event
Account into the Facility Operating Account. Interest accrued on amounts in the Event Account shall be
part of the Facility operating income and shall be transferred to the Facility Operating Account, unless
Global is required to pay such interest to the promoter of an event pursuant to its respective license
agreement with the promoter. Bank service charges, if any, on such account(s) shall be deducted from
interest earned. The Event Account shall be in the name of the City, under the City's federal
identification number.
Section 8.2 Facility Operating Account. Except as provided in Section 8.1, all
Revenue derived from operation of the Facility shall be deposited by Global into an interest-bearing
account in a local qualified public depository to be designated by the City in writing ("Facility Operating
AccQunt") as soon as practicable upon receipt. The Facility Operating Account shall be in the name of
the City, under the City's federal identification number. As provided in Section 7.1, Global shall have the
rightto use the funds in the Facility Operating Account to pay, by check, the Facility Operating Expenses.
The specific procedures (and authorized individuals) for making deposits to and withdrawals from such
account shall be set forth in the Operations Manual, but the parties specifically agree that Global shall
have. authority to sign checks and make withdrawals from such account, subject to the terms and
conditions of this Agreement, without needing to obtain the co-signature of a City employee or
representative. "Revenue" shall mean all revenues generated by Global's operation ofthe Facility,
including but not limited to the Subsidy, event ticket proceeds income, event rental income, merchandise
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income, food and beverage concessions income, advertising and sponsorship sales income, equipment
rental fees, box office income, miscellaneous operating income, parking income, and any naming rights
permitted by the City (through an approval of City Council) to be sold, or pouring rights sold by Global
(subject to the existing exclusive rights of Coca-Cola Enterprises Inc.), but shall not include monies
collected (or to be collected) for the benefit of and paid to third parties (for example, event promoters).
ARTICLE 9
FISCAL RESPONSIBILITY; REPORTING
Section 9.1 Records. Global agrees to keep and maintain, at its office in the Facility,
separate and independent records, in accordance with generally accepted accounting principles, devoted
exclusively to its operations in connection with its management ofthe Facility. Such records (including
books, ledgers, journals, and accounts) shall contain all entries reflecting the business operations of
Global under this Agreement. The City or its authorized agent shall have the right to audit and inspect
such records from time to time during the Term, upon reasonable notice to Global and during Global's
ordinary business hours.
Section 9.2 Monthly Financial Reports. Global agrees to provide to the City, within
thirty (30) days after the end of each month during the Term, financial reports for the Facility including a
balance sheet, aging report on accounts receivable, accounts payable and customer deposits, and statement
of revenues and expenditures (budget to actual) for such month and year to date in accordance with
generally accepted accounting principles. In addition, Global agrees to provide to the City a summary of
bookings for each such month, and separate cash receipts and disbursements reports for each event held at
the Facility during such month. Additionally, Global shall submit to the City, or shall cause the applicable
public depository utilized by Global to submit to the City, on a monthly basis, all bank statements and
reconciliation concerning the Event Account and the Facility Operating Account.
Section 9.3 Audit. Global agrees to provide to the City, within sixty (60) days
following the end of each Operating Year, a certified audit report on the accounts and records as kept by
Global for the Facility. Costs associated with obtaining such certified audit report shall be an Operating
Expense of the Facility, payable from the Facility Operating Account. Such audit shall be performed by a
local; external auditor approved by the City, and shall be conducted in accordance with generally accepted
auditing standards.
ARTICLE 10
CAPITAL IMPROVEMENTS
Section 10.1 Schedule of Capital Expenditures. Global shall annually, at the time of
submission of the annual Operating Budget to the City, provide to the City a six (6) year forecasted
schedule of capital improvements necessary at the Facility and requiring a Capital Expenditure (as defined
below), for the purpose of allowing the City to consider for inclusion such projects in its budget for the
ensuing year, in its sole discretion, and to prepare and update a long-range capital expenditure budget.
For purposes of this paragraph, "Capital Expenditures" shall mean all expenditures for building
additions, alterations, or improvements and for purchases of additional or replacement furniture,
machinery, or equipment, where the cost of such expenditure is greater than $5,000 and the depreciable
GlobalfHarborviewlManagementAgreement.rv9
10
life of the applicable item is, according to generally accepted accounting principles, in excess of one (1)
year.
Section 10.2 Responsibility for Capital Expenditures. The City shall be solely
responsible for all Capital Expenditures at the Facility (which Capital Expenditures shall not be an
Operating Expense). The City covenants and agrees to budget one hundred thousand dollars ($100,000)
each Operating Year to be available for capital needs at the Facility. Global may request and recommend
such capital repairs which the City shall, in its sole discretion, schedule annually. Notwithstanding the
foregoing, Global shall have the right to make Capital Expenditures at the Facility for "Emergency
Repairs" (defined as the repair ofa condition which, if not performed immediately, creates an imminent
danger to persons or property and/or an unsafe condition at the Facility threatening persons or property),
and shall be promptly reimbursed by the City for any such expenditures. Global shall verbally notify City
immediately regarding any emergency requiring such a repair, and in writing, no later than twenty-four
(24) hours after the need for such a repair arises.
ARTICLE 11
AGREEMENT MONITORING AND GENERAL MANAGEMENT
Section 11.1 Contract Administrator. Each party shall appoint a contract administrator
who shall monitor such party's compliance with the terms of this Agreement. Each party shall notify the
other of the name of its contract administrator within thirty (30) days of execution hereof. Any and all
references in this Agreement requiring Global or City participation or approval shall mean the
participation or approval of such party's contract administrator, or for any approval requiring Council
review in accordance with the Clearwater City Code, such approval shall be provided by the Council.
The Contract Administrator for the City shall be its Parks and Recreation Director.
ARTICLE 12
INDEMNIFICATION
Section 12.1 Indemnification by Global. Global agrees to defend, indemnify and hold
harmless the City and its agents, servants and employees against any claims, causes of action, costs,
expenses (including reasonable attorneys' fees) liabilities, or damages (collectively, "Losses") suffered by
such parties, arising out of or in connection with any (a) negligent act or omission, or intentional
misconduct, on the part of Global or any of its employees or agents in the performance of its obligations
under this Agreement, or (b) breach by Global of any of its representations, covenants or agreements
made herein.
Section 12.2 Conditions to Indemnification. With respect to each separate matter
brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party
("Indemnitor") under this Article 12, the Indemnitor shall be responsible, at its sole cost and expense, for
controlling, litigating, defending and/or otherwise attempting to resolve any proceeding, claim, or cause of
action underlying such matter, except that (a) the Indemnitee may, at its option, participate in such
defense or resolution at its expense and through counsel of its choice; (b) the Indemnitee may, at its
option, assume control of such defense or resolution if the Indemnitor does not promptly and diligently
pursue such defense or resolution, provided that the Indemnitor shall continue to be obligated to
indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee
GlobllllHarborviewlManagementAgrec:ment.rv9
11
shall agree to any settlement without the other's prior written consent (which shall not be unreasonably
withheld or delayed). In any event, Indemnitor and Indemnitee shall in good faith cooperate with each
other and their respective counsel with respect to all such actions or proceedings, at the Indemnitor's
expense. With respect to each and every matter with respect to which any indemnification may be sought
hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly (and in no event
more than twenty (20) days after any third party litigation is commenced asserting such claim) give
reasonably detailed written notice to the Indemnitor of the nature of such matter and the amount
demanded or claimed in connection therewith.
Section 12.4 Survival. The obligations ofthe parties contained in this Article 12 shall
survive the termination or expiration of this Agreement.
ARTICLE 13
INSURANCE; BONDS
Section 13.1 Types and Amount of Coverage. Global agrees to obtain insurance
coverage in the manner and amounts as set forth in Exhibit "D", attached hereto, and shall provide to the
City promptly following the Effective Date a certificate or certificates of insurance evidencing such
coverage. Global shall maintain such referenced insurance coverage at all times during the Term, and will
not make any material modification or change from these specifications without the prior approval ofthe
City. Each insurance policy shall include a requirement that the insurer provide Global and the City at
least thirty (30) days written notice of cancellation or material change in the terms and provisions ofthe
applicable policy. The cost of all such insurance shall be an operating expense ofthe Facility.
Section 13.2 Rating: Additional Insured. All insurance policies shall be issued by
insurance companies rated no less than A VIII in the most recent "Bests" insurance guide, and licensed in
the State of Florida or as otherwise agreed by the parties. All such policies shall be in such form and
contain such provisions as are generally considered standard for the type of insurance involved. The
commercial general liability policy, automobile liability insurance policy and umbrella or excess liability
policy to be obtained by Global hereunder shall name City as an additional insured. The workers
compensation policy to be obtained by Global hereunder shall contain a waiver of all rights of
subrogation against the City. Global shall require that all users of the Facility, including without
limitation licensees, ushers, security personnel and concessionaires, provide to the City and to Global
certificates of insurance evidencing insurance appropriate for the types of activities such user is engaged
in. If Global subcontracts any of its obligations under this Agreement, Global shall either: (a) cover all
subcontractors under its policies of insurance, or (b) require each subcontractor not so covered to secure
insurance that will protect against applicable hazards or risks of loss as and in the minimum amounts
designated herein, and name Global and the City as additional insureds.
Section 13.3 Bonds. Those employees of Global who have access to or are responsible
for the funds generated under this Agreement shall be bonded by a crime policy covering the activities of
such .employees in form and amount as set forth on Exhibit D.
ARTICLE 14
CONCESSIONS
GloballHarhorview/ManagemenlAgreement.rv9
12
Section 14.1 Generally. Subject to the remainder of this Article 14, beginning on the
Effective Date, Global shall have the sole and exclusive right to manage and perform food and beverage
concession and catering sales in the Facility subject to the rights of Pickles Plus Too, Inc., to offer food
service on the first floor of the facility under the City's existing agreement with Pickles Plus Too, Inc.
The parties acknowledge and agree that all net revenue from such food and beverage concession and
catering sales shall be deemed to be Facility Revenue.
Section 14.2 Other Agreements. The City agrees that, simultaneously with execution of
this Agreement and as a condition precedent to Global's obligations under this Agreement, the City,
Global, and Distinctive Gourmet Services, a division of Boston Concessions Group, Inc. (f/k/a Boston
Concessions) ("Distinctive Gourmet") shall enter into a termination agreement, pursuant to which the
City, Global, and Distinctive Gourmet shall mutually agree to terminate, effective immediately upon
execution of such agreement, Distinctive Gourmet's right to manage and perform food and beverage
concession services at the Facility under the Concession Agreement between the Parties dated April 16,
1996. Payment for any monies due Distinctive Gourmet (f/k/a Boston Concessions) under the agreement
to be terminated shall be paid by Global out of operating expenses, as available, until such time as said
agreement is terminated. The City acknowledges that, simultaneously with execution ofthis Agreement
and the termination of the Concession Agreement, Global intends to enter into a consulting agreement
with Distinctive Gourmet, pursuant to which Distinctive Gourmet shall provide consulting services to
Global with respect to Global's management and performance of the food and beverage concession
services at the Facility pursuant to Section 14.1 above. Payment by Global for such services shall be
made from Global's own funds.
ARTICLE 15
FUTURE CITY OWNED FACILITIES
Section 15.1 Generallv. In the event at any time during the Term the City determines it
will construct a new convention center or other similar facility with exhibition, meeting or banquet space,
and the City desires to engage a private management company to manage such facility, the City shall
notify Global in writing and engage in good faith discussions with Global regarding the possibility of
Global consulting and/or managing such new facility.
ARTICLE 16
MISCELLANEOUS
Section 16.1 Confidentiality. This Agreement and its terms, conditions, provisions and
contents are subject to disclosure in accordance with Chapter 119, Florida Statutes.
Section 16.2 No Discrimination. Global agrees that it will not discriminate against any
employee or applicant for employment for work under this Agreement because ofrace, religion, color,
sex, disability, national origin, ancestry, physical handicap, or age, and will take affirmative steps to
ensure that applicants are employed, and employees are treated during employment, without regard to
race, religion, color, sex, disability, national origin, ancestry, physical handicap, or age.
Section 16.3 Use of Facility Names and Logos. Global shall have the right to use
throughout the Term, without charge, the name and all logos of the Facility, on Global's stationary, in its
advertising of the Facility, and whenever conducting business ofthe Facility; provided, that Global shall
GlobaI1H8r~orviewlManagementAgreemenl.rv9
13
take all prudent and appropriate measures to protect the intellectual property rights ofthe City relating to
such logos. All intellectual property rights in any Facility logos developed by Global or the City shall be
and at all times remain the sole and exclusive property of the City. Global agrees to execute any
documentation requested by the City from time to time to establish, protect or convey any such
intellectual property rights.
Section 16.4 Facility Advertisements. The City agrees that in all advertisements placed
by the City for the Facility or events at the Facility, whether such advertisements are in print, on radio,
television, the Internet or otherwise, it shall include a designation that the Facility is a "Global Spectrum
managed facility" owned by the City of Clearwater.
Section 16.5 Force Maieure. Except as otherwise provided herein, neither party shall
be obligated to perform, and neither party shall be deemed to be in default of its performance, if prevented
by an occurrence outside such party's reasonable control, such as: (a) fire, earthquake, hurricane, wind,
flood, act of God, riot, terrorist act or threat, or civil commotion occurring at the Facility, or (b) any law,
ordinance, rule, regulation, or order of any public or military authority stemming from the existence of
economic or energy controls, hostilities, war, or governmental law and regulation, or (c) labor dispute
which results in a strike affecting the Facility or services described in this Agreement (collectively, a
"Force Majeure").
Section 16.6 Assignment. Neither party may assign this Agreement without the prior
written consent of the other, which consent shall not be unreasonably withheld or delayed.
Section 16.7 Notices. All notices required or permitted to be given pursuant to this
Agreement shall be in writing and delivered personally or sent by registered or certified mail, return
receipt requested, or by generally recognized, prepaid, overnight air courier services, to the address and
individual set forth below. All such notices to either party shall be deemed to have been provided when
delivered, if delivered personally, three (3) days after mailed, if sent by registered or certified mail, or the
next business day, if sent by generally recognized, prepaid, overnight air courier services.
If to the City:
Ifto Global:
City of Clearwater
Mr. Kevin Dunbar
100 S. Myrtle Ave., 15t Floor
Clearwater, Florida 33756
Global Spectrum, L.P.
c/o Michel F. Sauers
780 94th Ave. North, Suite 107
St. Petersburg, Florida 33702
With a copy to:
With a copy to:
City of Clearwater
112 S. Osceola Ave.,
Clearwater, Florida 33756-5103
Attn: City Attorney
Philip 1. Weinberg, Esquire
Comcast Spectacor, L.P.
3601 South Broad Street
Philadelphia, Pennsylvania 19148-5290
GloballHarborvicwJM:anagementAgreement.rv9
14
The designation of the individuals to be so notified and the addresses of such parties set
forth above maybe changed from time to time by written notice to the other party in the manner set forth
above.
Section 16.8 Severability. If a court of competent jurisdiction or an arbitrator
determines that any term ofthis Agreement is invalid or unenforceable to any extent under applicable law,
the remainder ofthis Agreement (and the application ofthis Agreement to other circumstances) shall not
be affected thereby, and each remaining term shall be valid and enforceable to the fullest extent permitted
bylaw.
Section 16.9 Prior Agreements. This Agreement (including the exhibits and schedules
referenced herein) incorporates and includes all prior negotiations, correspondence, conversations,
agreements, and understandings concerning the subject matter hereof, and supersedes and replaces and
such prior negotiations, understandings and agreements (including without limitation the Original
Agreement). Accordingly, the parties agree that no deviation from the terms hereof shall be predicated
upon any prior representations, agreements or understandings, whether oral or written. Notwithstanding
the foregoing, any liabilities under the Original Agreement that accrued prior to the Effective Date shall
survive execution of this Agreement, except for any obligation of Global to reimburse the City for any
operating loss under Section 7.10 thereof, of which the City hereby expressly waives and Global is hereby
released; provided, however, Global shall pay the City fifty percent (50%) ofthe amount of the operating
loss otherwise owed to the City under Section 7.10 thereof from fiscal year 2004-05, which amount shall
be credited against, and have the affect of reducing, the Additional Management Fee due to Global for
fiscal year 2004-05.
Section 16.10 Governing Law. The Agreement is entered into under and pursuant to,
and is to be construed and enforceable in accordance with, the laws ofthe State of Florida, without regard
to its conflict of laws principles.
Section 16.11 Amendments. Neither this Agreement nor any of its terms may be
changed or modified, waived, or terminated (unless as otherwise provided hereunder) except by an
instrument in writing signed by an authorized representative of each of the Parties.
Section 16.12 Waiver: Remedies. No failure or delay by a party hereto to insist on the
strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a
breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver
of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every
term of this Agreement shall continue in full force and effect with respect to any other then existing or
subsequent breach thereof. The remedies provided in this Agreement are cumulative and not exclusive of
the remedies provided by law or in equity.
Section 16.13 Relationship of Parties. Global is engaged by the City hereunder as an
independent contractor to perform the services described herein, and nothing contained in this Agreement
shall. be deemed to create, whether express or implied, a partnership, joint venture, employment, or
agency relationship between the City and Global, except as otherwise expressly set forth in this
Agreement.
Section 16.14 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original, and all of which together shall constitute one and the same document.
GloblllJl-larhorviewlManagemenlAgreement.rv9
15
IN WITNESS WHEREOF, each party hereto has caused this Management Agreement to
be executed on behalf of such party by an authorized representative as of the date first set forth above.
COUNTERSIGNED:
By:
Na rank V. Hibbard
Title: Mayor
APPROVED AS TO FORM:
aura Lipowski
ssistant City Attorney
ATTEST:
~4~~
Name:. 4nnon 8Wl :j .
GloballHarborviewlManagementAgreemenl.rv9
16
CITY OF CLEARWATER
By:
~a : 1 liam B. Horne II
itle: City Manager
ATTEST:
BY~ ~(!ag~
rName:__ 'ii-E.:~_eau. .... ~
Title: City ~lerk _' _
- - ,-
-, -
GLOBAL SPECTRUM, L.P.
EXHIBIT LIST
Exhibit "A": Services
Exhibit "8": Global Employee Relocation Costs
Exhibit "e" City Budget Schedule BS6A
Exhibit "0": Insurance Requirements Bond
Exhibit "E": Booking Schedule
Global\HPr~orview\MamgementAgreementrv9
EXHIBIT "A"
SERVICES
(GLOBAL'S DUTIES)
(a) Manage all aspects of the Facility in accordance with the Operations
Manual and the terms ofthis Agreement, including but not limited to managing purchasing, payroll, fire
prevention/protection systems, security, crowd control, routine repairs, preventative maintenance, trash
collection and disposal, painting of common areas, cleaning and janitorial services for common areas,
maintenance, sweeping striping and repair of parking lots and sidewalks, building signage (other than
Leased Space Lessee signage), landscaping and groundskeeping, repair of common area lighting and
fixtures, storm drainage system, roof patching, administrative management fees, promotions, advertising,
energy conservation, security, box office, admission procedures, parking, and general user services. In
addition, Global's oversight of the parking area is subject to use as directed by and determined in the
City's sole discretion and all existing agreements including provisions related to said parking area. The
parties specifically acknowledge and agree that Global's obligations hereunder shall not include duties
with respect to any Leased Space, except maintenance (including minor, non-capital repairs, but not
routine cleaning) related to the structure ofthe Patio Area and lighting in the Patio Area outside Pickles
Plus.
(b) Establish and adjust prices, rates and rate schedules for user, license,
concessions, occupancy, advertising agreements, and booking commitments.
(c) Administer and assure compliance with existing service contracts relating
to Facility operations. To the extent such services are not already procured or if existing agreements for
such services expire or are terminated, Global shall, on behalf of the City, procure, negotiate, execute,
administer and assure compliance with service contracts with respect to the Facility, including without
limitation contracts for ticketing, web development and maintenance, computer support services, FF&E
purchasing services, engineering services, electricity, steam, gas, fuel, maintenance, telephone, staffing
personnel including guards and ushers, extermination and other services which are deemed by Global to
be either necessary or useful in operating the Facility. Global shall, in its reasonable discretion, be
permitted to select any such service providers, and shall not be required to use providers proposed by the
City, however, if Global chooses to use City services, City shall be paid as are other vendors, from the
Operating Account as an Operating Expense. All such contracts shall, upon termination or expiration of
this Agreement, be assigned to, and accepted by, the City, who shall assume responsibility (either itself or
through the new Facility manager) for fulfilling all remaining obligations, provided that each such
contract shall contain a provision acknowledging the City's right to terminate the contract, without
penalty, if it is determined by the City Council, that the Facility is needed for municipal purpose. Global
shall obtain the prior approval ofthe City (which approval shall not be unreasonably withheld or delayed)
before entering into any contract with a term that exceeds the Term ofthis Agreement.
(d) Except as otherwise expressly provided for herein, administer and assure
compliance with existing agreements for use of the Facility. To the extent not already procured, Global
shall; on behalf of the Facility, procure, negotiate, execute, administer and assure compliance with vendor,
concessions and merchandising agreements (in the event Global, for whatever reason, waives its right to
perform concession services at the Facility), user/rental agreements, booking commitments, licenses, and
all other contracts or agreements required in the ordinary course of business in operating the Facility. All
qobal\Har~orView\ManagemenlAgreement.rv9
A-I
such contracts shall, upon termination or expiration of this Agreement, be assigned to, and accepted by,
the City, who shall assume responsibility (either itself or through the new Facility manager) for fulfilling
all remaining obligations, provided that each such contract shall contain a provision acknowledging the
City's right to terminate the contract without penalty if it is determined by the City Council that the
Facility is needed for a municipal purpose. The City acknowledges and agrees that Global may enter into
any such contract (including without limitation a contract for food and beverage concessions or to sell
advertising on behalf of the Facility) with an affiliate of Global, provided that such contract is on
commercially competitive terms. Global shall obtain the prior approval ofthe City (which approval shall
not be unreasonably withheld or delayed) before entering into any contract with a term that exceeds the
Term of this Agreement.
(e) Require that all material vendors and licensees of the Facility execute
vendor/license agreements containing standard and appropriate indemnification and insurance obligations
on the part of each such vendor/licensee, and provide the City with a copy of all such agreements within
thirty (30) business days of their date of execution.
(f) To the extent not previously provided, provide standard form
advertising and sponsorship contracts, user/rental agreements and license agreements for use at or
with respect to the Facility. Global shall submit such form agreements to the City for review and
comment, and the parties shall work together to finalize such forms. Once finalized, Global shall use
such forms in furtherance of its duties hereunder, and shall not materially deviate from the terms
contained in such forms without obtaining the prior approval of the City (which shall not be
unreasonably withheld).
(g) Operate and maintain the Facility, including the equipment utilized in
connection with its operation and any improvements made during the term of this Agreement, in the
condition received, normal wear and tear excepted.
(h) Arrange for and otherwise book events at the Facility in accordance with a
booking schedule to be developed by Global, a copy of which is attached hereto as Exhibit "E".
(i) Maintain, hire or otherwise engage, pay, supervise, and direct all
personnel Global deems necessary for the operation of the Facility in accordance with Article 5 of the
Agreement, and conduct staffplanning, retention and training programs as determined to be necessary by
Global in its sole discretion.
(j) Maintain detailed, accurate and complete financial and other records of all
its activities under this Agreement in accordance with generally accepted accounting principles, which
records shall be made available to the City upon request, in accordance with Section 9.1 of the
Agreement.
(k) Submit to the City in a timely manner financial and other reports detailing
Global's activities in connection with the Facility, as set forth in Section 9.2 of the Agreement.
(1) Prepare a proposed annual operating budget and submit such proposed
budget to the City, in accordance with Article 6 of the Agreement.
~bal\Har~orviewlJvlanagementAgreemcnt.rv9
A-2
(m) Pay all expenses relating to operation of the Facility ("Operating
Expenses") and other expenses incurred in connection with the operation, maintenance, supervision and
management of the Facility from the Facility Operating Account (as defined in Section 8.2 of the
Agreement).
(n) Secure, or assist the City (or any other third party, as applicable) to secure,
all licenses and permits necessary for the operation and use of the Facility for the specific events to be
held therein, and for the general occupancy ofthe Facility, including without limitation all necessary food
and liquor licenses, and renewals thereof. The City shall cooperate in this process to the extent
reasonably required, and any costs associated with this process shall be an expense of the third party, as
applicable, or an operating expense ofthe Facility, payable by funds from the Facility Operating Account.
(0) Prepare and submit to City a six (6) year forecast of capital budget items.
(p) Collect, deposit and hold in escrow in the Event Account (as defined in
Section 8.1 ofthe Agreement) any ticket sale revenues which it receives in the contemplation of or arising
from an event pending the completion of the event, as more fully described in Section 9.1 of the
Agreement.
(q) Collect in a timely manner and deposit in the Facility Operating Account
all Revenue (as defined in Section 8.2 of the Agreement).
(r) Subject to the City making available sufficient funds in a timely manner,
pay, as an Operating Expense, any and all governmental assessments, franchise fees, excises, license and
permit fees, levies, charges and taxes, of every kind and nature whatsoever, which at any time during the
Term may be assessed, levied, or imposed on, or become due and payable out of or in respect of, (i)
activities conducted at the Facility, including without limitation the sale of concessions, the sale oftickets,
and the performance of events (such as any applicable sales and/or admissions taxes, use taxes, excise
taxes, occupancy taxes, employment taxes, and withholding taxes), or (ii) any payments received from
any holders of a license in or to the Facility, from any guests, or from any others using or occupying all or
any part ofthe Facility (collectively, "Taxes"); provided that ifthe City (or any political subdivision of
the City which is controlled by the City) imposes, in any form, a tax or the equivalent of a tax, which is
exclusively imposed or levied on (i) the Facility or any part thereof, (ii) the activities of Global (or its
interests under this Agreement) or (iii) advertising, tickets, concessions, catering, use, parking, rent or
other revenue streams of the Facility (collectively, "Targeted Taxes"), the City shall reimburse Global for
any such tax paid by Global within thirty (30) days following receipt of proof of payment thereof by the
Global.
(s) Establish and maintain an ongoing relationship with various local boards
and committees and departments of the City and of the County's Convention and Visitors Bureau, as
reasonably requested by the City from time to time.
(t) Plan, prepare, implement, coordinate and supervise all public relations and
other promotional programs for the Facility.
(u) Prepare, maintain and implement on a regular basis, as part of the
Operating Budget, and subject to the City's approval, a marketing plan for the advertising and promotion
of the Facility and Facility events, which may contain but not be limited to the following elements: (i)
<3obal\Hllrl;orview\ManagemenLAgrecment.rv9
A-3
market research, (ii) market position, (iii) marketing objectives, (iv) marketing strategies, (v) booking
priorities, (vi) targeted events - local, regional, national and international, (vii) targeted meetings,
conventions and trade shows, (viii) industry advertising campaign, (ix) internal and external support staff,
(x) advertising opportunities at the local, regional and national level, (xi) attendance at various trade
shows, conventions and seminars, (xii) incentive formulas for multiple event presenters, (xiii)
merchandising and retail, (xiv) food and beverage, (xv) a plan regarding national, regional and local
public relations and media relations, (xvi) development of an in-house advertising agency and (xvii)
policies regarding the use of trade /barter.
(v) Use reasonable efforts to sell, license, or otherwise grant commercial
rights at or in connection with the Facility, including but not limited to naming rights, advertising signage,
sponsorships, and memorial gifts (collectively, the "Commercial Rights"). In furtherance of such duties,
Global is hereby authorized by the City to engage, on behalf ofthe City, Front Row Marketing Services,
L.P. ("Front Row"), an affiliate of Global's, to sell the Commercial Rights on behalf of the City and, ifso
engaged, as compensation therefor, Front Row shall receive a commission equal to fifteen percent (15%)
of the total gross receipts from the sale of such Commercial Rights plus reimbursement of any pre-
approved costs incurred by Front Row in connection with such sales. Such amounts to be paid to Front
Row shall be Operating Expenses of the Facility, payable from the Facility Operating Account. The
agreement to be entered into between Global and Front Row, if any, regarding such sale of Commercial
Rights shall be subject to the approval of the City.
(w) Document all major damage to, or loss in, Facility inventory during the
Term as soon as such damage or loss is discovered by Global, and promptly notify the City of such
damage or loss.
(x) Purchase out of the Operating Account and maintain during the Term all
materials, tools, machinery, equipment and supplies necessary for the operation of the Facility.
(y) Subject to written approval by the City, and in accordance with the
insurance provisions herein, manage risk management and Facility insurance needs.
(z) Make and be responsible for all routine and minor, non-capital repairs,
maintenance, preventative maintenance, and equipment servicing. Global shall be responsible for
ensuring that all repairs, replacements, and maintenance shall be of a quality and class at least equal to
that of the item being repaired, replaced or maintained. Any replacement of an item in inventory, or any
new item added to the inventory, which is paid for by the City, shall be deemed the property of the City.
(aa) Cause such other acts and things to be done in and about the Facility as
determined by Global in its reasonable discretion to be necessary for the operation, control,
supervision, direction and maintenance of the Facility.
l1lobal\Harborview\ManagemenlAgn:ementrv9
A-4
EXHIBIT "B"
GLOBAL DEMOBILIZATION COSTS
Severance expense for the General Manager and all Department Heads, not to exceed an aggregate of
Sixty Five Thousand Dollars ($65,000).
qobal\Har~orview\Managl:mentAgreement.rv9
B-1
EXHIBIT "C"
BUDGET SCHEDULE BS6A
1Iobal\Harborview\ManllgementAgreement.rV9
C-l
BUDGET
REQUESTS
510100-
510200-
51 0400-
510500-
510600-
510700-
510800-
512200-
512300-
512400-
512500-
512600-
512700-
520100-
520200-
520300-
520400-
520600-
520700-
520900-
521000-
521100-
530100-
530300-
542100-
542200-
542300-
542500-
5431 00-
543400-
543500-
543600-
544100-
544200-
544300-
546100-
546200-
FULL TIME SALARIES
PART TIME SALARIES
SPECIAL PAY
OVERTIME
VACATION LEAVE
SICK LEAVE
OTHER PAID LEAVE
INJURY TIME
FUNERAL LEAVE
MILITARY LEAVE
JURY DUTY
UNION LEAVE
HOLIDAY TIME
LIFE INSURANCE
1 % LIFE INSURANCE
SAMP LIFE INSURANC
MAJOR MEDICAL INS
SOCIAL SECURITY
PENSION FUND
WORKERS
COMPENSATION
DISABILITY INSURANCE
UNEMPLOYMENT COMPo
TOTAL
PROFESSIONAL SERVo
CONTRACTUALSERV.
ADSL CHARGES -
UTILITIES
ELECTRIC-UTILITIES
GAS WATER & SAN IT.
POSTAGE
ADVERTISING
PRINTING & BINDING
DUMP FEES
TAXES
RENTAL EQUIPT.
RENTAL BUILDINGS
RENTAL LAND
OFFICE EQMT SVC &
REPAIR
OTHER EQUIPT SVC &
REPAIR
Global/H8r~orview/NfllnllgementAgreemen(.rv9
Department Department
% Chg Approved Totals % Chg
Btwn Budget FY XXIXX Btwn
FY XX to Totals Department FY XX to
FYXX FY XXIXX Difference Request FYXX
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REPAIR & MAINT
546800- INGROUND FAC
547100- EMP. UNIFORMS
547200- EMP. TRAVEL EXPENSE
MILEAGE
547300- REIMBURSEMENT
547400- EMP. MEALS
548000- OTHER SERVICES
548700- RELOCATION EXPENSES
550100- OFFICE SUPPLIES
550400- OPER SUPPLIES & MATL
CONSTRUCTION
550800- MATERIALS
551100- ARTS & CRAFTS SUPP.
552000- COMPUTER SOFTWARE
552500- EQMT =>$750 & <$5000
557100- MEMBERSHIPS & SUBS
557200- OFFICIAL RECOGNITION
557300- TRAINING & REFEREN.
581000- PMT TO AGENCIES
582000- AID TO PRIVATE ORG
TOTAL 421-599
GARAGE SERVICE-
540100- FIXED
DOCUMENT
540200- REPRODUCT.
TELEPHONE SERVICE-
540300- VAR
MESSENGER SERVICE-
540400- FIXED
540500- RADIO SERVICE-FIXED
TELEPHONE SERV.-
540600- FIXED
POSTAL SERVICE-
540700- VARIABLE
BUILDING SERVICE-
540800- FIXED
RISK MGMT SERVICES-
540900- FIXED
INFO TECHNOLOGY-
541000- FIXED
BUILD & MAINT SERV-
5411 00- FIXED
541300- PRINT SHOP-VARIABLE
541400- PURCHASING SVC
541500- GARAGE-VARIABLE
541600- BUILDING & MAl NT VAR
541700- RADIO SERVICE-VARI.
542000- EMPLOYEE RELATIONS
STRATEGIES FOR
547900- SUCCESS
TOTAL 400-420
563500- CONTRACT SERV MAT.
563800- OTHER SERVICE CONT
GloballHarQorviewlManagementAgreemcnl.rv9
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564000- MACHINERY & EQUIPT
564200- FURNITURE OFF EQUIP
564300- COMPUTER SOFTWARE
565800- CONST MAT. & SERVo
591000- TRANSF TO GARAGE
TOTAL 600-699
590200- INTERFUND TRANSFER
CONTRIBUTION TO CIP
590800- FUND
591600- DEBT SERVICE
TOTAL 900-999
ISECTION TOTAL I
GloballHarborviewlManagemenlAgreemenl.rv9
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EXHIBIT "D"
INSURANCE
. At all times during this Agreement, Global shall:
(a) maintain commercial general liability insurance, including products and completed
operations, bodily injury and property damage liability, contractual liability, independent contractors'
liability and personal and advertising injury liability against claims occurring on, in, or about the Facility,
or otherwise arising under this Agreement;
(b) maintain umbrella or excess liability insurance;
(c) maintain commercial automobile liability insurance, including coverage for the operation
of owned, leased, hired and non-owned vehicles;
(d) maintain appropriate workers compensation and employer's liability insurance as shall be
required by and be in conformance with the laws of the State of Florida; and
(e)
coverage;
maintain professional liability insurance and self-insured employment practices liability
. Such liability insurance shall be maintained in the following minimum amounts throughout the
Term:
Commercial General Liability
$1,000,000 per occurrence
$1,000,000 personal and advertising injury
$1,000,000 products-completed operations aggregate
Automobile Liability
$1,000,000 per accident (PI and PD combined single limit)
$1,000,000 uninsured/underinsured motorist
Umbrella or Excess Liability
$5,000,000 per occurrence and aggregate
Workers Compensation
Workers Compensation: Statutory
Employer's Liability: $100,000 each accident-bodily injury by accident
$500,000 policy limit-bodily injury by disease
$100,000 each employee-bodily injury by disease
1Iobal\Har~orvieW\ManagemenlAgreemenl.rv9
D-l
Professional Liability/Errors & Omissions (Claims Made)
$1,000,000 each occurrence/aggregate
Policy is to include:
. Entity Coverage
Crime Coverage
Type: Blanket Crime Bond
Limit: $500,000
GlobaIIHarllorviewIManllgemenlAgreemenl.rv9
D-2
EXHIBIT 'IE"
BOOKING SCHEDULE
Attached.
1Ioblll\HarborvieW\MllnagementAgreement,rv9
E-l
~A~
~
", ~;.. ~ .. r r
Harborview Center
Bookine Policies
The key objective ofthe Harborview Center is to serve as a generator of convention dollars brought
into the community by convention delegates and exhibitors. The objective shall dominate the
booking and reservation functions. When booking the Harborview Center, consideration shall be
given to the following factors:
A. Projected overall economic impact to the Clearwater area
B. Total number of hotel rooms required
C. Projected revenue to the facility both in terms of direct space rental revenue as well as
proj ected revenue from food and beverage and other building services
D. Potential for repeat business
E. Previous history and experience of potential user with respect to the use of similar facilities
FIRST PRIORITY BOOKINGS
First priority shall be given to conventions and trade shows which are international, national or
regional in nature, and which have a significant impact on the hotel community in terms of hotel
room patronage. A signed fully executed contract for first priority events may be issued eighteen
months or longer, prior to the event date. These bookings will be initiated by the CVB.
Groups
Time frame
Gross square feet*
Peak room nights
18-24 months 30,000 250
24-36 months 30,000 400
36+ months 47,000 600
Based on daily rental of exhibit, general session space or a combination.
GloballHaroorview/ManagementAgreement.rv9
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SECOND PRIORITY BOOKINGS
Second priority for dates shall be given to multiple day, annual public shows, such as sports shows,
boat shows and similar events. Second priority events shall not be booked more than eighteen (18)
months in advance of the event.
THIRD PRIORITY BOOKINGS
Loca.l multiple day events shall be given third priority. When space is available, reservations will be
taken for local multiple day events. Reservations for third priority events may not be made until
twelve (14) months in advance of the event date. A contract may be issued no sooner than twelve
(14) months prior to the event date.
FOURTH PRORITY BOOKINGS
Single-day events shall be given fourth priority. Requests for fourth priority events may be
honored no sooner than twelve (12) months prior to the event on a space available basis. A
contract may be issued six (12) months prior to the event. There may be exceptions to this
process for the holiday seasons or off peak season. A deposit of an appropriate amount must
accompany the contract.
If special circumstances exist which would justify departing from the above stated policy, a request
in writing for such departure will be sent by the General Manager of the Harborview Center to the
Facility Administrator. Upon receipt of such request, the Facility Administrator will make a
determination based on all available information within 24 hours of receiving the request and such
determination will be put in writing and returned to the individual or group requesting the deviation.
G lobaliHarborviewnvtanagementAgreement.rv9
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