CLEARWATER COMMUNITY SAILING CENTER MANAGEMENT AGREEMENTCLEARWATER COMMUNITY SAILING CENTER MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT, entered into this ? day of , 2010
by the City of Clearwater, Florida, as City, and Clearwater Community S iling Association,
Inc., as Manager.
WHEREAS, City owns the real property and improvements consisting of approximately
3,658 square feet and located in Pinellas County, Florida, having an address of 1001 Gulf
Boulevard, CLEARWATER FL 33767, and more particularly described in Exhibit A,
attached and incorporated as a part of this agreement. Such property shall hereinafter be
referred to as the "premises."
WHEREAS, Manager agrees to manage the Clearwater Community Sailing Center under
the terms and conditions described in this management agreement.
1. MANAGEMENT TERM.
The term of this agreement shall be for five (5) years; which term will commence on the 1st
day of October 2010, and shall continue until midnight on the 30th day of September 2015.
No such renewal or extension shall be deemed a waiver by City of any breach or default,
which may then exist. The extended term shall be upon the same conditions and terms,
and the rent shall be determined and payable, as provided in this agreement, except that
there shall be no privilege to extend the term beyond the expiration of the extended term
period as herein above specified. The manager shall exercise the option for an extended
term by notifying the City in writing at least one (1) calendar month prior to the expiration of
the then current term. City shall have until the end of each term to review manager's
performance and may deny renewal if manager is in default of any provision of this
agreement. Failure to exercise the option for any period shall nullify the option for all
subsequent periods. City, in addition to any other right of termination set forth in this
agreement, may terminate this Management Agreement for any municipal need as
determined by the City Council on sixty (6) days written notice.
2. RENT
Base rent: Manager agrees to pay the City as rent during the initial term of this agreement
the sum of Fifteen Thousand Two Hundred Sixty-one Dollars and Twelve cents
($15,261.12) annually, payable in equal monthly installments of One Thousand Two
Hundred Seventy-one Dollars and Seventy-six cents ($1,271.76) per month, and payable in
advance at the beginning of each successive monthly rental period.
Manager shall pay rent and any additional rent as hereinafter provided to City at such place
as City may designate in writing, without demand and without counterclaim, deduction or
setoff.
Clearwater Community Sailing Association Management Agreement 1
3. SECURITY DEPOSIT.
In addition to the first month's rent of One Thousand Two Hundred Seventy-one Dollars and
Seventy-six cents ($1,271.76), which is due and payable on the first day of the lease, the
manager shall pay $1,271.76 in advance as a deposit as security for the performance of
manager's obligations under this agreement, including without limitation the surrender of
possession of the premises to City as herein provided. If City applies any part of the deposit
to cure any default of manager, manager shall on demand deposit with City the amount so
applied so that City shall have the full deposit on hand at all times during the term of this
agreement.
4. BLANK.
5. USE OF PREMISES.
The premises are to be used by manager solely for the purposes and in the manner set
forth in the business plan (Exhibit C) attached and incorporated as a part of this agreement,
subject to City's reserved right to issue "fishing" permits allowing holders thereof to use
specifically identified areas of the managed premises for fishing, subject to reasonable rules
and regulations established by manager and approved by City. No other use can be made
of the premises during the term without the written consent of the City.
6. UTILITIES.
Water, sewer, electric and all other utilities of any kind shall be billed directly to manager
and are or shall be individually metered for the subject premises. All deposits for such
utilities shall be the sole responsibility of manager.
7. Building and Common Area Maintenance; Property Taxes
City shall be responsible for building maintenance. The routine maintenance of the
Property's common areas, such as but not limited to, hallways, bathrooms, rental rooms, offices,
etc., shall be the responsibility of Manager. If Manager fails to maintain the Property's common
areas in a satisfactory manner, seven (7) calendar days after the City has provided Manager
written notice of the City's dissatisfaction with the Property's common area maintenance, and if the
maintenance of the common areas has not improved to standard amenable solely to the City within
the seven (7) calendar days after receipt of such notice, then at the City's sole discretion, the City
may procure maintenance services for such common areas on Manager's behalf. The cost of
which, shall be the responsibility of Manager.
The City is responsible for paying the property taxes.
8. OBSERVANCE OF LAWS AND ORDINANCES.
Manager agrees to observe, comply. with and execute promptly at its expense during the
term hereof, all laws, rules, requirements, orders, directives, codes, ordinances and
Clearwater Community Sailing Association Management Agreement 2
regulations of governmental authorities and agencies and of insurance carriers which relate
to its use or occupancy of the demised premises.
9. ASSIGNMENT OR SUBAGREEMENT.
Manager shall not, without first obtaining the written consent of City, assign, mortgage,
pledge, or encumber this agreement, in whole, or in part, or sublet the premises or any part
thereof. City expressly covenants that such consent to sublet shall not be unreasonably or
arbitrarily refused. This covenant shall be binding on the legal representatives of manager,
and on every person to whom manager's interest under this agreement passes by operation
of law, but it shall not apply to an assignment or subletting to the parent or subsidiary of a
corporate manager or to a transfer of the agreement hold interest occasioned by a
consolidation or merger involving such manager. If the premises are sublet or occupied by
anyone other than manager, and manager is in default hereunder, or if this management
agreement is assigned by the manager, the City may collect rent from the assignee,
subtenant, or occupant, and apply the net amount collected to the rent herein reserved. No
such collection shall be deemed a waiver of the covenant herein against assignment and
subletting, or the acceptance of such assignee, subtenant, or occupant as manager, or a
release of manager from further performance of the covenants herein contained.
10. ALTERATIONS AND IMPROVEMENTS.
Manager shall not make any structural alterations or modifications or improvements which
are part of the managed property without the written consent of the City, and any such
modifications or additions to said property shall become the property of the City upon the
termination of this agreement or, at City's option, the manager shall restore the managed
property at manager's expense to its original condition. The restrictions of this paragraph
shall not apply to maintenance of the managed property, but shall apply to any change
which changes the architecture or purpose of the property or which changes any of the
interior walls of the improvements or which annexes a fixture to any part of the managed
property which cannot be removed without damage thereto. In the event manager desires to
make any alterations or modifications, written notice shall be given to the City. Unless the
City objects to such proposals by notice to manager within twenty (20) days after written
notice from manager, the proposal shall be deemed approved. Manager shall have no
power or authority to permit mechanics' or material men's liens to be placed upon the
managed property in connection with maintenance, alterations or modifications. Manager
shall, within fifteen (15) days after notice from City, discharge any mechanic's liens for
materials or labor claimed to have been furnished to the premises on manager's behalf. Not
later than the last day of the term manager shall, at manager's expense, remove all of
manager's personal property and those improvements made by manager which have not
become the property of City, including trade fixtures and the like. All property remaining on
the premises after the last day of the term of this agreement shall be conclusively deemed
abandoned and may be removed by City and manager shall reimburse City for the cost of
such removal.
Clearwater Community Sailing Association Management Agreement 3
11. RISK OF LOSS.
All personal property placed or moved in the premises shall be at the risk of the manager or
owner thereof. The City shall not be responsible or liable to the manager for any loss or
damage that may be occasioned by or through the acts or omissions of persons occupying
adjoining premises or any part of the premises adjacent to or connected with the premises
hereby managed or any part of the building which the managed premises are a part of or
any loss or damage resulting to the manager or its property from bursting, stopped up or
leaking water, gas, sewer or steam pipes unless the same is due to the negligence of the
City, its agents, servants or employees.
12. RIGHT OF ENTRY
The City, or any of its agents, shall have the right to enter said premises during all
reasonable hours, to examine the same to make such repairs, additions or alterations as
may be deemed necessary for the safety, comfort, or preservation thereof, or of said
building, or to exhibit said premises. The right of entry shall likewise exist for the purpose of
removing placards, signs, fixtures, alterations or additions, which do not conform to this
agreement.
13. RESTORING PREMISES TO ORIGINAL CONDITION.
Manager represents that the premises managed are in good, sanitary and tenantable
condition for use by manager. Manager's acceptance or occupancy of the managed
premises shall constitute recognition of such condition. Manager hereby accepts the
premises in the condition they are in at the beginning of this agreement and agrees to
maintain said premises in the same condition, order and repair as they are at the
commencement of said term, and to return the premises to their original condition at the
expiration of the term, excepting only reasonable wear and tear arising from the use thereof
under this agreement. The manager agrees to make good to said City immediately upon
demand, any damage to water apparatus, or electric lights or any fixture, appliances or
appurtenances of said premises, or of the walls or the building caused by any act or neglect
of manager or of any person or persons in the employ or under the control of the manager.
14. INSURANCE.
Manager agrees to comply with all terms, provisions and requirements contained in Exhibit
"B" attached hereto and made a part hereof as if said document were fully set forth at length
herein.
15. MAINTENANCE.
City shall keep the foundation, outer walls, roof and buried conduits of the premises,
including existing buildings, piers, and docks in good repair, except that the City shall not be
called on to make any such repairs occasioned by the negligence of the manager, its
agents, express or implied invitees, or employees. City shall maintain the city owned
Clearwater Community Sailing Association Management Agreement 4
property outside the fence from the sailing center building up to the bridge, while the
manager will be responsible for the upkeep of the property within the fenced in area.
Manager shall keep the inside of said premises and the interior doors, windows and window
frames of said premises in good order, condition and repair and shall also keep the
premises in a clean, sanitary and safe condition in accordance with law and in accordance
with all directions, rules and regulations of governmental agencies having jurisdiction. The
manager shall be responsible for providing all light bulbs used on the premises. The
plumbing facilities shall not be used for any other purposes than that for which they are
constructed and no foreign substances of any kind shall be thrown therein, and the expense
of any breakage, stoppage or damage resulting from the violation of this provision shall be
borne by the manager. Routine maintenance of the heating and air conditioning system and
plumbing facilities shall be under the control of the manager, and manager agrees that all
operation, upkeep, and repairs will be at manager's expense, except where the repairs shall
be caused by the negligence or misuse by City or its employees, agents, invitees, or
licensees, or by catastrophic failure, or in the event of expected life cycle replacement. In
the event City pays any monies required to be paid by manager hereunder, City shall
demand repayment of same from the manager and the manager shall make payment within
ten (10) days of receipt of said demand. Manager's failure to make such repayment within
the ten (10) day period shall constitute default under the terms of this agreement.
City will assume responsibility for life cycle replacement of the heating/air-conditioning
system, provided routine monthly maintenance has been performed.
City will assume responsibility for life cycle replacement of the elevator, provided routine
monthly maintenance has been performed.
16. DESTRUCTION OF PREMISES.
In the event that the building should be totally destroyed by fire, earthquake or other cause,
to such an extent that it cannot be rebuilt or repaired within sixty (60) days after the date of
such destruction, this management agreement shall be terminated. In the event that the
building should be partially damaged by fire, earthquake or other cause, but only to such an
extent that it can be rebuilt or repaired within sixty (60) days after the date of such
destruction, the management agreement shall be void or voidable, but not terminated,
except as otherwise provided herein. If the City intends to rebuild or repair the premises, he
shall, within fifteen (15) days after the date of such damage, give written notice to manager
of the intention to rebuild or repair and shall proceed with reasonable diligence to restore
the building to substantially the same condition in which it was immediately prior to the
destruction. However, City shall not be required to rebuild, repair or replace any
improvements or alterations made by manager within the building. During the period of
rebuilding or repairing, there shall be no diminution of rents. If, after rebuilding or repairing
has commenced, such rebuilding or repairing cannot be completed within sixty (60) days
after the date of such partial destruction, the City may either terminate the agreement or
continue with the agreement with a proportional rent rebate to manager. If City undertakes
Clearwater Community Sailing Association Management Agreement 5
to rebuild or repair, manager shall, at its own expense, restore all work required to be done
by such manager under this agreement.
17. EMINENT DOMAIN.
If the whole or any part of the premises hereby managed shall be taken by any public
authority under power of eminent domain, then the term of this management agreement
shall cease on the part so taken from the date title vests pursuant to such taking, and the
rent and any additional rent shall be paid up to that day, and if such portion of the
demised premises is so taken as to destroy the usefulness of the premises for the purpose
for which the premises were managed, then from that day the manager shall have the right
to either terminate this management agreement or to continue in possession of the
remainder of the same under the terms herein provided, except that the rent shall be
reduced in proportion to the amount of the premises taken. The parties agree that the
manager shall not be entitled to any damages by reason of the taking of this agreement, or
be entitled to any part of the award for such taking, or any payment in lieu thereof.
18. SUBORDINATION.
This agreement and the rights of the manager hereunder are hereby made subject and
subordinate to all bona fide mortgages now or hereafter placed upon the said premises by
the City and any other owner provided, however, that such mortgages will not cover the
equipment and furniture or furnishings on the premises owned by the manager. The
manager further agrees to execute any instrument of subordination, which might be required
by mortgagee of the City.
19. DEFAULT; REMEDIES.
(a) The manager further covenants that, if default shall be made in the payment of rent, or
any additional rent, when due, or if the manager shall violate any of the other covenants of
this agreement and fail to correct such default within fifteen (15) days after a written request
by the City to do so, then the City may, at its option, deem this agreement terminated,
accelerate all rents and future rents called for hereunder and manager shall become a
tenant at sufferance, and the City shall be entitled to obtain possession of the premises as
provided by law.
(b) In case the managed property shall be abandoned, as such term is defined by Florida
Statutes, the City, after written notice as provided by Florida Statutes to the manager, City
may (i) re-enter the premises as the agent of the manager, either by force or otherwise,
without being liable to any prosecution or claim therefore, and may relet the managed
property as the agent of the manager and receive the rent therefore and apply the same to
the payment of such expenses as City may have incurred in connection with the recovery of
possession, reduction, refurbishing or otherwise changing or preparing for reletting,
including brokerage and reasonable attorneys fees. Thereafter, it shall be applied to the
payment of damages in amounts equal to the rent hereunder and to the cost and expenses
Clearwater Community Sailing Association Management Agreement 6
of performance of the other covenants of manager as provided herein; or (ii) the City may, at
its option, terminate this agreement by giving the manager fifteen (15) days' written notice of
such intention served upon the manager or left upon the managed property, and the term
hereof shall absolutely expire and terminate immediately upon the expiration of said fifteen
(15) day period, but the manager shall
never-the-less and thereafter be liable to the City for any deficiency between the rent due
hereunder for the balance of the term of this agreement and the rent actually received by
City from the managed property for the balance of said term.
(c) The City, at its option, may terminate this agreement as for a default upon the
occurrence of any or all of the following events: an assignment by manager for the benefit of
creditors; or the filing of a voluntary or involuntary petition by or against manager under any
law for the purpose of adjudicating manager bankrupt; or for reorganization, dissolution, or
arrangement on account of or to prevent bankruptcy or insolvency; or the appointment of a
receiver of the assets of manager; or the bankruptcy of the manager. Each of the foregoing
events shall constitute a default by manager and breach of this agreement.
20. MISCELLANEOUS.
(a) The City shall have the unrestricted right of assigning this agreement at any time, and in
the event of such assignment, the City shall be relieved of all liabilities hereunder.
(b) This contract shall bind the City and its assigns or successors, and the manager and
assigns and successors of the manager.
(c) It is understood and agreed between the parties hereto that time is of the essence of this
contract and this applies to all terms and conditions contained herein.
(d) It is understood and agreed between the parties hereto that written notice sent by
certified or registered mail, or hand delivered to the Marine & Aviation Director, shall
constitute sufficient notice to the manager, and written notice sent by certified or registered
mail or hand delivered to the office of the City shall constitute sufficient notice to the City, to
comply with the terms of this contract.
(e) The rights of the City under the foregoing shall be cumulative, and failure on the part of
the City to exercise promptly any rights given hereunder shall not operate to forfeit any of
the said rights.
(f) It is hereby understood and agreed that manager shall use no signs in connection with
the premises hereunder, except inside the building, which signs shall be subject to the prior
approval of the City.
Clearwater Community Sailing Association Management Agreement 7
(g) It is understood that no representations or promises shall be binding on the parties
hereto except those representations and promises contained herein or in some future
writing signed by the party making such representations or promises.
(h) It is hereby agreed that if any installment of rent or any other sum due from manager is
not received by City within five (5) days after such amount shall be due, manager shall pay
to City a late charge equal to five percent (5%) of such overdue amount. The City shall not
be required to accept any rent not paid within five (5) days subsequent of the date when due
absent the simultaneous payment of this late charge. The requirement for a late charge set
out herein shall not be construed to create a curative period or a grace period for the timely
payment of rent.
(i) Consumption of alcoholic beverages is to be confined to the fenced in area of the Sailing
Center, with the gate closed, appropriate signage and enforcement to prevent alcoholic
beverages from being removed from the premises.
The sale of alcoholic beverages will be confined to three special events per year as
stipulated by City ordinance.
21. SUBROGATION.
The City and manager do agree that each will cause its policies of insurance for fire and
extended coverage to be so endorsed as to waive any rights of subrogation which would be
otherwise available to the insurance carriers, by reason of any loss or damage to the
managed property or property of City. Each party shall look first to any insurance in its favor
before making any claim against the other party. Nothing contained herein shall in any way
be considered or construed as a waiver or re-agreement by the City of any and all of the
other covenants and conditions contained in this agreement to be performed by the
manager.
22. PARKING SPACES.
Manager shall have the right to use and control any and all legal parking spaces/areas on or
about the managed premises subject to the needs of the City for special events deemed
necessary for official city business. The City agrees to cooperate with manager in obtaining
any and all permits for use and/or construction of parking spaces/areas within the bounds of
the management agreement area.
23. INDEMNIFICATION.
The Manager shall act as an independent contractor and agrees to assume all risks of
providing the program activities and services herein agreed and all liability therefore, and
shall defend, indemnify, and hold harmless the City, its officers, agents, and employees
from and against any and all claims of loss, liability, and damages of whatever nature, to
persons and property, including, without limiting the generality of the foregoing, death of any
person and loss of the use of any property, except claims arising from the negligence or
Clearwater Community Sailing Association Management Agreement 8
y
willful misconduct of the City or City's agents or employees. This includes, but is not limited
to matters arising out of or claimed to have been caused by or in any manner related to the
Manager's activities or those of any approved or unapproved invitee, contractor,
subcontractor, or other person approved, authorized, or permitted by the Management in or
about its premises whether or not based on negligence. Nothing contained herein shall be
construed as a waiver of any immunity from or limitation of liability the City may be entitled
to under the doctrine of sovereign immunity or section 768.28, Florida Statutes.
Manager agrees to pay on behalf of the City, and to pay the cost of the City's legal defense, as
may be selected by the City, for all claims described in this section. Such payment on behalf of the
City shall be in addition to any and all other legal remedies available to the City and shall not be
considered to be the City's exclusive remedy.
24. "AS IS" CONDITION.
The manager accepts the managed premises on an "as is" basis, and City shall have no
obligation to improve or remodel the managed premises, except as set forth above at
paragraph 9(a).
25. CONSTRUCTIVE EVICTION.
Manager shall not be entitled to claim a constructive eviction from the premises unless
manager shall have first notified City in writing of the condition or conditions giving rise
thereto and, if the complaints be justified, unless City shall have failed within a reasonable
time after receipt of such notice to remedy such conditions.
26. CLEAN UP EXPENSES.
Extraordinary expenses for cleanup or trash removal for major regattas or non-routine
functions shall be the expense of the manager.
27. SEVERANCE.
The invalidity or unenforceability of any portion of this agreement shall in nowise affect the
remaining provisions and portions hereof.
28. CAPTIONS.
The paragraph captions used throughout this agreement are for the purpose of reference
only and are not to be considered in the construction of this agreement or in the
interpretation of the rights or obligations of the parties hereto.
29. NO HAZARDOUS MATERIALS.
The manager herewith covenants and agrees that no hazardous materials, hazardous
waste, or other hazardous substances will be used, handled, stored or otherwise placed
upon the property or, in the alternative, that such materials, wastes or substances may be
Clearwater Community Sailing Association Management Agreement 9
located on the property, only upon the prior written consent of the City hereunder, and only
in strict accord and compliance with any and all applicable state and federal laws and
ordinances. In the event such materials are utilized, handled, stored or otherwise placed
upon the property, manager expressly herewith agrees to indemnify and hold City harmless
from any and all costs incurred by City or damages as may be assessed against City in
connection with or otherwise relating to said hazardous materials, wastes or substances at
anytime, without regard to the term of this agreement. This provision shall specifically
survive the termination hereof.
30. CONFORMANCE WITH LAWS
Manager agrees to comply with all applicable federal, state and local laws during the life of
this Contract.
31. ATTORNEY'S FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then
the parties agree that each party shall bear its own attorney fees and costs.
32. GOVERNING LAW.
The laws of the State of Florida shall govern this Contract, and any action brought by either
party shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
CITY OF CLEARWAT/ER, FLORIDA
By:
William B. Horne II
City Manager
Attest:
C hia E. Goudeau
Cit Clerk
CLEARWATER COMMUNITY
SAILING ASSOCIATION, INC.
Atte t: By: ?.
T c+4i V ? Print Name: C. Co-aA: A hl ? l?
Title: C 1166 r Yh
Print ame:
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W I S ON a1IfALF OP- CC 5A
Clearwater Community Sailing Association Management Agreement
41`?R.
10
Lamilo Soto
Assistant City Attorney
Exhibit A
Commence at the Southwest corner of Section 17, Township 29 South, Range 15 East; thence
N89°10'31"E along the South boundary of said Section 17, a distance of 843.47 feet to a point of
intersection with the centerline of the Gulf Boulevard Right-of-Way; thence N42°13'31"E along the
centerline of said Right-of-Way a distance of 1983.25 feet to a point of curvature; thence along a
curve to the left, said curve also being the centerline of the said Right-of-Way, having a chord
bearing of N34°49'43"E, a radius of 1909.86 feet, a central angle of 14°47'32", an arc length of
493.07 feet, and a chord length of 491.71 feet to the Point of Beginning; thence N57°35'40"W
along a non-radial line a distance of 50.19 feet to the point of cusp, of a non-tangent curve, said
point also being on the west Right of Way line of Gulf Boulevard; thence along a curve to the left,
said curve also being the said west Right of Way line of chord bearing of N25°58'24"E, a radius of
1859.86 feet, a central angle of 2°38'32", an arc length of 85.77 feet, and a chord length of 85.76
feet; thence S61 °44'07"E along a non-radial line a distance of 137.96 feet; thence S25°51'33"W a
distance of 95.81 feet; thence N57°35'40"W along a non-radial line a distance of 88.73 feet to the
aforementioned Point of Beginning.
Commence at the Southwest corner of SECTION 17, TOWNSHIP 29 SOUTH, RANGE 15 EAST,
run N. 89°10'31" E., 843.47 feet; thence run N. 42°13'31" E. 886.07 feet, thence run S. 47°46'29"
E., 50.00 feet to the Point of Beginning; thence run N. 42°13'31" E. 630.00 feet, thence run S.
47046'29" E., 200.00 feet plus or minus to the Mean High Water Line of Clearwater Harbor; thence
run along said Mean High Water Line to a Point, Said Point being the intersection of the Mean
High Water Line and a Line having a Bearing of S. 47°46'29" E., from the Point of Beginning;
thence run N. 47°46'29" W., 237.00 feet plus or minus to the Point of Beginning.
ADDITIONAL LEASE TRACT:
Commence at the Southwest Corner of Section 17, Township 29 South, Range 16 East; thence
N89°10'31 "E, along the South boundary of said section 17, a distance of 843.47 feet to the
centerline of Gulf Boulevard; thence N42°13'31"E, along said centerline, a distance of 886.07 feet;
thence leaving said centerline S47°46'29"E, 50.00 feet; to the Easterly right-of-way line of Gulf
Boulevard, thence N42°13'31"E, along said Easterly right-of-way line, a distance of 630.00 feet, to
the point of beginning; thence continue N42°13'13"E, along said Easterly right-of-way line, a
distance of 100 feet; thence leaving said Easterly right-of-way , S47°46'29"E, to the Mean High
Water Line of Clearwater Harbor; thence along said Mean High Water Line to a point on a line
lying S47°46'29"E of the point of beginning; thence N47°46'29"W, along said line, to the point of
beginning.
Clearwater Community Sailing Association Management Agreement 11
Exhibit B
INSURANCE AND RISK OF LOSS
LOSS CONTROUSAFETY
Precaution shall be exercised at all times by manager for the protection of all persons, including
employees, and property. Manager shall be expected to comply with all laws, regulations or
ordinances related to safety and health and shall make special effort to detect hazardous
conditions and shall take prompt action where loss control/safety measures should reasonably be
expected.
The City may order work to be stopped if conditions exist that present immediate danger to
persons or property. Manager acknowledges that such stoppage will not shift responsibility for
any damages from manager to the City.
BASIC COVERAGES REQUIRED
Manager shall procure and maintain the following described insurance, except for coverage
specifically waived by the City, on policies and with insurers acceptable to the City.
These insurance requirements shall not limit the liability of manager. The City does not represent
these types or amounts of insurance to be sufficient or adequate to protect manager's interests or
liabilities, but are merely minimums.
Such coverages shall protect manager from claims for damages for personal injury, including
accidental death, as well as any party directly or indirectly employed by manager.
Except for workers compensation and professional liability, manager's insurance policies shall be
endorsed to name the City as an additional insured to the extent of the City's interests arising from
this Agreement.
Except for workers compensation, manager waives its right of recovery against the City, to the
extent permitted by its insurance policies.
Manager's deductibles/self-insured retentions shall be disclosed to the City and may be
disapproved by the City. They shall be reduced or eliminated at the option of the City. Manager is
responsible for the amount of any deductible or self-insured retention.
Insurance required of manager or any other insurance of manager shall be considered primary,
and insurance of the City shall be considered excess, as may be applicable to claims which arise
out of the Hold Harmless, Payment on Behalf of City, Insurance, Certificates of Insurance and any
Additional Insurance provisions of this Agreement. Where no specific limit of coverage is
mentioned in this Agreement, the minimum limit of insurance coverage required by the City shall
be $500,000.
Workers Compensation Coverage
Manager shall purchase and maintain statutory workers compensation insurance for all workers
compensation obligations imposed by state law and employer's liability limits of at least $100,000
each accident and $100,000 each employee/$500,000 policy limit for disease.
Manager shall also purchase any other coverage required by law for the benefit of employees.
Clearwater Community Sailing Association Management Agreement 12
General, Automobile, And Excess Or Umbrella Liability Coverage
Manager shall purchase and maintain coverage on forms no more restrictive than the latest
editions of the Commercial General Liability and Business Auto policies of the Insurance Services
Office.
Minimum limits of $500,000 per occurrence for all liability must be provided, with excess or
umbrella insurance making up the difference, if any, between the policy limits of underlying policies
and the total amount of coverage required.
Commercial General Liability Coverage - Occurrence Form Required
Coverage A shall include bodily injury and property damage liability for premises, operations,
products and completed operations, independent contractors, contractual liability and liquor
liability covering this Agreement, broad form property damage, and property damage resulting from
explosion, collapse or underground (x, c, u) exposures.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
Manager is required to continue to purchase products and completed operations coverage, at least
to satisfy this Agreement, for a minimum of three years beyond the City's acceptance of any
renovation or construction projects.
Minimum limits of $500,000 per occurrence for all liability must be provided, with excess or
umbrella insurance making up the difference, if any, between the policy limits of underlying policies
and the total amount of coverage required.
Business Auto Liability Coverage
Business Auto Liability coverage is to include bodily injury and property damage arising out of
ownership, maintenance or use of any auto, including owned, non-owned and hired automobiles
and employee non-ownership use.
Excess Or Umbrella Liability Coverage
Umbrella Liability insurance is preferred, but an Excess Liability equivalent may be allowed.
Whichever type of coverage is provided, it shall not be more restrictive than the underlying
insurance policy coverage. Excess or Umbrella Liability insurance shall include bodily injury and
property damage coverage.
Manager shall purchase and maintain Excess or Umbrella Liability coverage over and above its
other liability coverage in the amount of $500,000.
Property Coverage for Sailing Center
The City shall maintain for the life of the Agreement, all risk/special perils (including sinkhole)
property insurance (or its equivalent) to cover loss resulting from damage to or destruction of the
sailing center, and its improvements, and any attached personal property or contents belonging to
the City. The City, at its option, may self-insure this exposure.
Flood Insurance
City shall procure and maintain, flood insurance either for the insured value of any buildings or
structures located on the managed premises or the maximum amount of flood insurance available
through the National Flood Insurance Program.
Clearwater Community Sailing Association Management Agreement 13
EVIDENCE/CERTIFICATES OF INSURANCE
Required insurance shall be documented in Certificates of Insurance that provide that the City shall
be notified in advance of cancellation, non-renewal or adverse change.
New Certificates of Insurance are to be provided to the City at least 15 days prior to coverage
renewals.
If requested by the City, manager shall furnish complete copies of manager's insurance policies,
forms and endorsements.
For Commercial General Liability coverage, manager shall, at the option of the City, provide an
indication of the amount of claims payments or reserves chargeable to the aggregate amount of
liability coverage.
Receipt of certificates or other documentation of insurance or policies or copies of policies by the
City, or by any of its representatives, which indicate less coverage than required does not
constitute a waiver of manager's obligation to fulfill the insurance requirements herein.
Clearwater Community Sailing Association Management Agreement 14
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