CLEARWATER COMMUNITY SAILING CENTER MANAGEMENT AGREEMENT (2)CLEARWATER COMMUNITY SAILING CENTER MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT, entered into this 13°' day of F- k.6rva�
2014 by the City of Clearwater, Florida, as City, and Clearwater Community Sailing
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,
at the Premises, under the terms and conditions described in this management agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. MANAGEMENT TERM.
The term of this agreement shall be for five (5) years; which term will commence on the 1st
day of March 2014, and shall continue until midnight on the 28th day of February 2019.
This agreement shall supersede all prior management agreements. A renewal or extension
of this agreement shall not be deemed a waiver by City of any breach or default, if any
exists. 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 (60) 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 Six Hundred Dollars ($15,600.00) annually, payable in equal
monthly installments of One Thousand Three Hundred Dollars ($1,300.00) per month, and
payable in advance at the beginning of each successive monthly rental period. A consumer
price index (CPI) increase will be added to the rent payment on March 1st of each year of
the lease. The increase will be based on the Consumer Price Index for all Urban
Clearwater Community Sailing Association Management Agreement 1
Consumers (CPI -U) South Urban area, for the twelve -month period ending December 31st.
Additionally, manager shall pay sales tax on all taxable collected payments. 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.
3. SECURITY DEPOSIT.
In addition to the first month's rent of One Thousand Three Hundred Dollars ($1,300.00),
which is due and payable on the first day of the lease, the manager shall only pay an
additional $300.00 as a security deposit 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, since the City already has $1,000.00 in security deposit account. 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), which is attached and incorporated hereto, 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.
Manager 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.
Clearwater Community Sailing Association Management Agreement 2
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
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
Clearwater Community Sailing Association Management Agreement 3
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.
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.
Clearwater Community Sailing Association Management Agreement 4
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
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
Clearwater Community Sailing Association Management Agreement 5
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
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
Clearwater Community Sailing Association Management Agreement 6
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 attorney's fees. Thereafter, it shall be applied to the
payment of damages in amounts equal to the rent hereunder and to the cost and expenses
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 bankruptcy; 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.
Clearwater Community Sailing Association Management Agreement 7
(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.
(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.
(j) 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 Toss 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.
Clearwater Community Sailing Association Management Agreement 8
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 thereof, and shall
defend, indemnify, and hold harmless the City, its officers, agents, and employees from and
against any and all claims of Toss, 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 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.
Clearwater Community Sailing Association Management Agreement 9
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
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.
[This space has intentionally been left blank.]
Clearwater Community Sailing Association Management Agreement 10
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
Countersigned:
- georK/kCe.ck(I'oS
George N. Cretekos
Mayor
Camilo Soto
Assistant City Attorney
Print Name: )q -,.,.,(
Witness
CITY OF CLEARWATER, FLORIDA
By: /5), 142u-
William B. Home II
City Manager
Attest:
4JLibl(c1 2Pf
Rosemarie Call
City Clerk
CLEARWATER COMMUNITY
SAILING ASSOCIATION, INC.
BY: T c %.
Print Name: k c)Pw,tK p/ v /,✓S i/t e
Title: e „Al .'t s S ems_
Clearwater Community Sailing Association Management Agreement 11
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.
47 °46'29" 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 12
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 $1,000,000.
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 13
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 (3) 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 14
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 15
i,1,- )uinnifi,r !rpm 1P1 in ftpuuaO i rninaairi i'
Exhibit C
Clearwater
Community
Sailing
Center
Business Plan
2014 -2019
CCSA Business Plan
Page 1
Mission Statement
The Mission of the Clearwater Community Sailing Center is to provide safe, enriching
and affordable sailing opportunities to local residents and visitors, including youth,
seniors and the disabled for the enjoyment and benefit of our entire community.
Vision
CCSC will become the premier non - motorized waterfront facility, offering sailing,
kayaking, paddling and other environmentally friendly aquatic activities and programs
that promote water safety and education; as well as being the home port for various
clubs and organizations and continuing to host events promoting water sports.
Values
• Committed to providing a physically and emotionally safe environment for all of
our members and visitors.
• Believe and follow the principle of inclusion. We welcome and encourage
everyone to participate in our activities regardless of age, gender, race, creed,
place of origin, financial status or physical ability.
• Promote respect and appreciation for one's self, others, society as a whole and
the natural environment.
• Strive for continual improvement of individuals, and organizations. The CCSC
recognizes that this can be facilitated through healthy competition and the
cooperation among various individuals and groups.
• Promote the development of Sportsmanship.
Background
Years ago, local sailors flocked to the beach at Sand Key to launch boats off the sandy
area where today stands the CCSC. It was due to the combined efforts of many local
sailors, individuals, Clearwater Yacht Club (CYC) and Windjammers of Clearwater
(WJOC) that the site was saved from becoming a parking lot and transformed it into one
of the finest sailing facilities in the United States. In 1991, the current facility was built
and operated by the City of Clearwater as a recreational facility falling under the Marine
& Aviation Department. In 2002, the city partnered with Clearwater Community Sailing
Association, a 501(c)3 non - profit organization, to take over the operations and programs
at the facility. Under the management of CCSA, it expanded services, activities, usage
and visibility of CCSC and has provided a great deal of goodwill locally, nationally and
internationally for our Clearwater Community. The reputation of the center continues to
reflect positively on the city and surrounding area. CCSC continues to expand the
versatility of its services and programs in efforts to meet the needs of our local
community as well as guests to the area.
Recent Accomplishments
CCSC is becoming recognized as a premier sailing venue in the southeast. In 2011
CCSC became a U.S. Sailing Community Sailing Sanctioned Center, and assists as a
co -host for US Sailing with Annual National Symposiums 2011 and 2013. We have
recently been honored with a partnership with US Sailing as an Olympic / Paralympics
Training Center, as well as a co -host of the 2016 World Championships for the Olympic
CCSA Business Plan Page 2
49er and 49erFX Class. In the past couple of years CCSC received a number of awards
including 2012 Clearwater Regional Chamber, Small Non - Profit of the Year, Clearwater
Beach Chamber 2013 Non Profit of the Year. We also received US Sailings 2013
Outstanding Program for Disabled Sailors for our pilot special needs program for
Autistic / Asperger's syndrome.
Physical Site
The current site consists of a modern 2 story building with office, storage, and repair
area. There are utility, toilet, and shower facilities as well as meeting rooms with an
upper and lower deck and veranda. There are 3 stairways, and elevator for access to
the second level. There are two fixed docks extending 162 feet into the harbor with
floating platforms on each end with the northern dock being adaptable sailing
accessible, and a 3 boat lift on the southern dock. The physical site includes all land
from the edge of Gulf Boulevard to the water edge and from the property line of the
Marriott at the south end to the north storage pen at the base of Sand Key Bridge. Other
storage areas include the property under the south side of Sand Key Bridge to the
County Park property line. Plans are in development for upgrades to the facility and
docks to facilitate our partnership with U.S. Sailing in our support as an Olympic /
Paralympics Training Center.
Boat Storage
The main yard is used for the center's fleet of boats. There is a north beach storage pen
that is used to store members' boats and is a convenient launching site for the smaller
craft. Storage is provided for a nominal fee and the rate is adjusted based upon the size
of boat. Other storage is provided on a short term basis for events and regattas.
Storage areas are also utilized by our Corporate Members / Partners and may be
included in their agreements.
Fleet
CCSC has over 50 entry level to intermediate sailing vessels, as well windsurfing gear,
kayaks, and stand up paddleboards. With the versatile quantity of watercraft we are
able to provide our community with a variety of recreational options, as well as vessels
for educational, instructional and community programs. CCSC also has 7 support
Safety /Rescue power vessels.
Programs
Since 2005, over 4000 youth from ages 5 —17 have attended CCSC summer and out of
school camps. On a 4 year average approximately 400 children attend the ten weeks of
summer sailing camp each year. On the same average, more than 1500 adults from 17-
80 have taken some form of sailing instruction at CCSC. Our students have been of all
abilities, and economic backgrounds. Over 1000 sailors from across the U.S. and
around the globe continue to participate each year in regattas sailed out of CCSC.
CCSC continues to expand on various programs for youth and adult. Our facility
provides a variety of services and programs for our local community. Safe boating
classes have been offered by the U.S. Coast Guard Auxiliary, and plans are in place for
a partnership program with U.S. Power Squadron. Watercolor and yoga classes are
also offered at the facility and geared toward our senior population. Local civic
associations and Condo Associations such as Sand Key Civic Association use CCSC
CCSA Business Plan
Page 3
for their monthly and annual meetings. CCSC is also host to numerous wedding
receptions and events for local area residents.
Special Needs Programs
CCSC provides special needs programs within our own staff or partnership with other
organizations. In 2011 CCSC started a program for those youth with Autism /
Asperger's Syndrome as well as others with high functioning emotional special needs.
CCSC is able to provide programming for those Physically Challenged Sailors with its
partnership with Sailability of Greater Tampa Bay (SGTB), a not for profit 501(c)3.
SGTB partnered with CCSC in 2002 and provides adaptable sailing with its fleet of
accessible dinghies. SGTB provides sailing instruction and training for the Special
Olympics and CCSC is a Special Olympic sanctioned training center through SGTB.
There are a number of community programs that are hosted by SGTB and CCSC
including Shriners Hospital, Boys and Girls Clubs of Tampa Bay, The Florida Sheriffs
Youth Ranch, Wounded Warriors, Veterans from local VA as well Never Say Never
Pirate Camp. These are just a few of the many that are serviced through SGTB and
CCSC's partnership.
Volunteers
Volunteers — Our membership base has provided thousands of volunteer hours that
have helped support the Sailing Center's mission. Volunteers perform such varied tasks
as yard and beach clean -up, vessel repair, assisting instructors in group instruction and
on the water lookout during Sailability Community Sails and other CCSC events.
Volunteers are a necessity to accomplish necessary tasks in fundraising, event
organization and implementation.
Membership
CCSC's membership has grown considerably since the approximate membership of 25
• in 2002. Since 2011, we have averaged around 340 annual memberships per year, both
individual and family. CCSC continues to expand on its other part time memberships
including daily, 2 Day Resort as well as Seasonal. Today's audience reached provides
a full spectrum of today's society. We serve ages from 5 to seniors, both able bodied
and special needs sailors including physically, emotionally or financially challenged.
Geographically, approximately 75% of our clients live in Clearwater, St. Petersburg, or
Tampa and the surrounding areas. The remainder are both domestic and international
visitors. Many are repeat customers who return year after year with the sailing center as
one of the attractions that brings them back to Clearwater.
Supporting Organizations
CCSC enjoys both volunteer and economic support from a number of organizations,
including, Tampa Bay Charities, Inc., Sand Key Civic Association, Clearwater Yacht
Club, Clearwater Rotary, and Paralyzed Veterans Association, to name a few. We also
receive support from others groups and individuals. CCSC has received over
$100,000.00 in financial support over the last 3 years.
CCSA Business Plan Page 4
Operations
CCSC operates as an all- inclusive, non - motorized vessel use sailing facility. We provide
memberships for local residents and visitors. CCSC also provides youth and adult
programs and events. Aside from membership, CCSC provides rental use of equipment
for daily guests and visitors. CCSC also provides a winter training home for national
sailing organizations such as the Canadian Sailing Federation, Quebec Sailing and
others. We also provide facility rentals for events. There are retail items for sale in the
office.
Income Activities
CCSC is host to numerous programs and activities that provide income for the daily
operations at the center.
• Membership
• Sailing Instruction
• Youth Programs
• Regattas
• Boat Storage
• Boat Rental ( including windsurf gear, kayaks, standup paddle boards)
• Retail Sales
• Donations, grants and other sources of funding
Staffing and Hours of Operation
CCSC is currently staffed by the Director and 4 other full -time employees. There are
also 3 part-time, and 5 -6 seasonal employees on staff as needed. 4 of 5 full time
employees are U.S. Sailing Certified instructors of at least Level 2 or higher, that also
includes First Aid and CPR training.
The hours of operation are normally Monday- Friday 9 -8 and Saturday and Sunday 9 -5
during season Memorial Day through Labor Day. During off season we are open
Tuesday- Sunday 9 -5, Labor Day to Memorial Day, with Monday closed. There is also
additional staffing during facility rentals, often outside of normal business hours.
Pricing and Profitability
Pricing for fees, goods, and services are continually analyzed and adjusted to be
competitive with other community sailing centers in the state. Periodic surveys will be
taken to ensure CCSA's rates and fees are competitive and in alignment with other
community sailing centers. We continue to look for additional opportunities to expand
our present income streams.
Issues
Here at CCSC, the board and staff are committed to make the necessary changes to
reach the next level in serving our community. In place is a dedicated staff supported by
a progressive board seeing the vision of growth, and that possible next level, even so,
there are always hurdles to be cleared and growing pains to overcome. CCSC
continues to grow in a healthy and positive manner, and remains vigilant in that pursuit.
We look forward to expanding our CCSC family partnerships, keeping in mind the
responsibility and accountability within our commitment to our community according to
CCSA Business Plan Page 5
our mission statement. Larger issues of concern are the escalating growth of CCSC's
services, and the demand for them continues to press on the available resources
including facilities, vessels, and gear. Of major concern is our classroom and meeting
space, waterfront access for events and overall program growth. Storage and rigging
space is beyond limited with the possibilities of larger events, and the pressing demand
of CCSC services.
Goals
1. Financial growth and sustainability
a. Develop Board responsibilities for financial growth
i. Progressive Board growth
1. Strategic and diverse board membership
2. Strong community connected members
ii. Strategize growth potential according to mission
1. Determining short and long term objectives
2. Redefining / update of mission
3. Evaluating and addressing potential mission drift
iii. Organization priorities and consistency
1. Identify organizational priorities
2. Consistent management and support
iv. Fundraising Committee
1. Develop a Strategic Fundraising Plan
2. Incorporate Innovative Fundraising Techniques
3. Board levels of involvement
4. Fundraising responsibility
b. Analyze current programs and services
Determine effectiveness / efficiency of current programs /
contributions
1. Community programs
2. Membership programs
3. Partnership programs
ii. Determine effectiveness / efficiency of current services
1. Membership
2. Instruction
3. Boat rental
4. Facility rental
5. Storage
6. Retail sales
c. Increase current program participation levels
i. Review current program organization and implementation
CCSA Business Plan Page 6
1. Improve program management strategy
2. Develop a plan of desired program paths, competitive/non -
competitive
3. Develop needed continuing education programs and modules
ii. Review current program marketing
1. Analyze and target demographically
2. Review current marketing and improve strategies
3. Utilize available marketing resources
d. Continued expansion of programs, activities, and events
i. Broaden scope of base programs
1. Wider variety of sailing programs
a. Diverse youth programs, competitive / non - competitive
b. Diverse adult programs, competitive / non- competitive
c. Scheduled programs and instruction
2. Wider variety of paddling programs
a. Increased stand up paddling programs
b. Introduce kayak instruction program
c. Develop partnership program for outrigger paddling
ii. Continue Promotion of water safety programs
1. Educational programs
a. Community Safety Education
i. First aid and CPR
ii. Waterfront lifeguarding courses
b. Sailing and boating safety education
i. U.S. Sailing
ii. Coast Guard Auxiliary
iii. Power Squadron
c. Marine environment education
i. Partnership with local existing programs
ii. Develop environmental program
iii. Promote aquatic educational opportunities to educational facilities
1. Private schools
2. Local colleges for accreditation
iv. Promote, increase host events and regattas
1. Increase level of regattas
a. Continued CYC partnership to host regattas
b. Provide race official instruction
c. Increase local fun racing
2. Offer other water sporting events
CCSA Business Plan Page 7
a. Paddle racing
b. Kayak outings
c. Open water swims
e. Attract grants and donations through programs offered
f. Continued facility rental opportunities
g. Expand retail product and sales
2. Continued cooperative effort with local business, civic and community
organizations to further the development
a. Provide Corporate memberships for area businesses
b. Develop sponsorships to support various programs
c. Revitalize the committees that support the operational and safety at CCSC
d. Revitalize CCSC volunteer program
3. Improved Marketing and Advertising
a. Review current advertising and marketing efforts
b. Market Research
i. Industry trends
1. Local, state, national
ii. Customer base target segmenting
1. Existing Customers
2. Potential Customers
iii. Competition
1. Local, state market competition
a. Membership
b. Services
c. Develop marketing strategy
i. Objectives
1. Membership
2. Services
3. Fundraising / Sponsorship
ii. Marketing Budget
1. Percentage of previous sales by target objective
2. Annual set amount
iii. Determination of Media
1. Print
2. TV /Radio
3. Web / Social Medias
Each goal above will have its own objectives and strategic initiatives that will be
developed to accomplish the goal. These goals will continue to make CCSC more viable
and financially sustainable. With the ever increasing effort and dedication being made,
CCSC will continue to fill its mission and build upon its vision for the benefit of our entire
community.
CCSA Business Plan Page 8
Future Ambitions:
• Increase of meeting and classroom space
• Increase of vessel and gear storage facilities
• Continued fleet asset capitalization
• Continued building and aesthetic upgrades
• Increase retail inventory / services
• Continued focus on new program development
Financial History and Five Year Projections
The historical data collected in the table below is used to provide the upcoming five year
projections. The projections are conservative, based on the current state of the
economy and the fluctuating net income. The net income does not have an
increasing /decreasing pattern in revenues, therefore the baseline for the next five year
projections are taken from the average income over the past five years (FY 2009
through FY 2013) with a projected 5 percent income increase and 5 percent expense
increase over each year. An analytical review of CCSC expenses will be conducted with
a focus on areas to decrease and /or maintain while allowing further growth.
CCSA Business Plan Page 9
Clearwater Community Sailing Center
Profit & Loss
October 2008 - September 2013
FY 2009 FY 2010 FY 2011 FY 2012 FY 2013
Income
Total Contributions 73,313 39,376 115,339 55,694 80,268
Total Inactive Income Accounts -1,022 -1,292 -1,740 -2,534 -2,255
Total Non Profit Income 336,964 339,634 387,412 393,557 436,866
Total lncome 409,255 377,783 501,107 447,256 515,599
Gross Profit 409,255 377,783 501,107 447,256 515,599
Expenses
Total Bank Charges 5,653 5,838 6,790 8,951 11,817
Total Dues & Subscriptions 851 -1,924 937 1,066 1,560
Total Employee Benefit 1,009 2,666 6,390 1,545 1,387
Information/Technology 4,471 2,695 5,559 1,901
Instructor Fee 11,670 6,521 20
Total lnsurance 20,384 22,731 21,897 23,289 23,040
Total Maintenance 21,398 20,114 31,002 21,161 27,854
Total Marketing & Sales 5,429 3,863 6,255 10,636 13,138
Total Office Expenses 5,034 5,221 4,777 2,991 2,608
Total Operating Expenses 17,463 9,785 21,291 26,048 17,330
Total Payroll Expenses 219,993 189,470 242,124 277,532 265,368
Total Permits & Licenses 547 1,106 192 1,182 511
Total Professional Fees 10,603 4,705 3,763 2,912 3,729
Total Regattas 4,471 9,967 4,184 7,568 6,436
Total Rent 15,073 15,261 15,261 15,261 15,261
Total Taxes 4,504 4,325 9,889 6,831 593
Total Travel 59 946 822 786 162
Total Utilities 18,847 20,648 19,686 20,853 20,444
Total Expenses 351,492 338,140 425,109 436,170 424,753
Net Operating Income 57,763 39,643 75,998 11,086 90,846
CCSA Business Plan Page 10
Clearwater Community Sailing Center
5 Year Projected Profit & Loss
Fiscal Years 2014 - 2018
Actual
2013 FY 2014 FY 2015 FY2016 FY 2017 FY 2018
Income
Total Contributions 90,372 244,891 99,636 104,617 109,848 115,341
Total Inactive Income Accounts -3,501 -3,676 -3,860 -4,053 - 4,256 -4,468
Total Non Profit Income 458,344 481,261 505,324 530,590 557,120 584,976
Total income 545,980 722,476 601,100 631,154 662,712 695,848
Gross Profit 545,980 722,476 601,100 631,154 662,712 695,848
Expenses
Total Bank Charges 11,869 12,462 13,085 13,739 14,426 15,148
Total Dues & Subscriptions 1,035 1,087 1,141 1,198 1,258 1,321
Total Employee Benefit 3,009 3,160 3,318 3,483 3,658 3,840
Information/Technology 1,985 2,084 2,188 2,298 2,413 2,533
Total lnsurance 26,128 27,434 28,806 30,246 31,758 33,346
Total Maintenance 31,519 33,095 34,749 36,487 38,311 40,227
Total Marketing & Sales 13,504 14,179 14,888 15,632 16,414 17,234
Total Office Expenses 2,553 2,680 2,814 2,955 3,103 3,258
Total Operating Expenses 18,654 19,587 20,566 21,594 22,674 23,808
Total Payroll Expenses 267,430 280,802 294,842 309,584 325,063 341,317
Total Permits & Licenses 867 910 955 1,003 1,053 1,106
Total Professional Fees 3,786 3,975 4,174 4,383 4,602 4,832
Total Regattas 3,405 3,575 3,754 3,941 4,139 4,345
Total Rent 15,261 16,024 16,825 17,667 18,550 19,477
Total Sailing Instruction Cost 11,395 11,965 12,563 13,191 13,851 14,543
Total Taxes 1,230 1,292 1,356 1,424 1,495 1,570
Total Travel 162 170 179 188 197 207
Total Utilities 20,542 21,569 22,648 23,780 24,969 26,218
Total Expenses 435,541 456,358 479,176 503,135 528,292 554,706
Net Operating Income 110,439 266,118 121,924 128,020 134,421 141,142
CCSA Business Plan Page 11
Summary
The Clearwater Community Sailing Center is seeing the reality of becoming the area's, if
not the state's, premier waterfront facility. CCSC has used sailing as its foundation and
has expanded its programs into other areas of non - motorized boating and other water
sport activities. The location of the center with the protected harbor and access to the Gulf
makes it a desirable location for all skill levels, from beginner to highly skilled competitors.
It is an ideal area for regattas and local competitive training facility for Olympic class
sailors. By continuing to expand our programs and partner with other organizations, our
reputation as a desired watersports venue will continue to grow. With that growth we will
be able to serve our local community with greater impact, with more versatility, and
maintain financial health and sustainability.
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