LICENSE AND USE AGREEMENTPrepared by
City Attorney's Office
City of Clearwater
100 S. Osceola Avenue
Clearwater, FL 33756
LICENSE & USE AGREEMENT
THIS LICENSE & USE AGREEMENT ( "Agreement ") is made as of this
rdday of \AILK t.. , 2015, by and between the CLEARMAR, LLC, a Florida
limited liability company, whose current principal address is 1001 E. Atlantic Avenue,
Suite 202, Delray Beach, FL 33483 (herein "Licensee ") and the CITY OF
CLEARWATER, a municipal corporation organized and existing under the laws of the
State of Florida with an address for purposes hereof of 100 S. Osceola Avenue,
Clearwater, Florida 33756, Attention: City Attorney's Office (herein "Licensor ").
(Whenever used herein the terms "Licensor" and "Licensee" shall include all of the
parties to this instrument, and heirs, legal representatives and assigns of individuals, and
the successors and assigns of corporations)
WITNESSETH:
WHEREAS, Licensee owns fee title to that certain parcel of real property legally
described in Exhibit "A" attached hereto and made a part hereof ( "Licensee Parcel ") on
which Licensee is constructing a multi -story Hotel development, parking area, and other
improvements and appurtenances with a street address of 430 S. Gulfview Blvd.,
Clearwater, Florida 33756; and
WHEREAS, the Licensor is the owner of certain real property adjacent to the
Licensee Parcel, including the public beach as generally described in Exhibit "B"
attached hereto and made part hereof ( "City Property "); and
WHEREAS, the Licensor desires to make improvements to the sand wall and
beach access areas adjacent to the City Property ( "Sand Wall Project ") as shown on
Exhibit "C" attached hereto and made part hereof; and
WHEREAS, in conjunction with the Sand Wall Project, Licensee desires to make
certain improvements to City Property for the benefit of the public; and
[GM13- 1420 - 141/169210/1] 1
WHEREAS, it is necessary for Licensee to acquire consent of use from the
Licensor regarding use of portions of the City Property for construction and access to the
area as shown on Exhibit "D ", attached hereto and made part hereof ( "Construction
Use Area ") in order to construct certain public and environmental improvements
( "Improvements ") as shown on Exhibit "E ", attached hereto and made a part hereof
WHEREAS, the Licensee shall pay for a portion of the Sand Wall Project and for
the Improvements as contemplated herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, and the sum of One and No /100 Dollars ($1.00), the receipt of
which is hereby acknowledged, the Licensor does hereby authorize Licensee to construct
in, upon, over, under and across the City Property to the extent reasonably necessary for
the purposes of constructing the Improvements as hereinafter provided} and the Licensor
and Licensee agree that this use is subject to the following:
1. RECITALS. The recitals set forth above are true and correct and are
incorporated by reference herein.
2. LICENSE. The Licensor hereby grants to Licensee and Licensee
hereby accepts from the Licensor, an exclusive license to utilize the City Property for
construction of the Improvements as set forth herein ( "License ").
3. NO INTEREST IN LAND. The License is not coupled with an
interest in land. It is expressly understood that this Agreement does not in any way
whatsoever grant or convey any permanent easement, lease, fee or other real property
interest in the City Property to Licensee. The Licensor specifically reserves the right to
grant other rights of entry in regard to the City Property as long as the same do not
interfere with the rights granted to Licensee under and pursuant to this Agreement.
4. PERMITS. Jointly, as co- applicants, Licensee and the Licensor shall
coordinate and seek permits for the Sand Wall Project and the Improvements with the
appropriate government and regulatory agencies, including the Florida Department of
Environmental Protection ( "FDEP ") (individually and collectively, the permits for the
Sand Wall Project and the Improvements are the "Permits "). Licensee shall pay for the
Permits. The Licensor shall provide appropriate plans, specifications, and authorizations
as necessary for the Sand Wall Project portion of the Permits. Both parties agree to
construct their portion of the project as contemplated herein in a timely manner upon
receipt of proper permits.
5. CONSTRUCTION OBLIGATIONS. The Licensor shall construct the
Sand Wall Project as shown on the plans attached hereto as Exhibit "C." Licensee shall
construct the Improvements on the City Property in accordance with the plans attached
hereto as Exhibit "D ". During the construction of the Improvements, the Licensor grants
to Licensee an exclusive license to the Construction Use Area for the construction of the
Improvements. During construction, Licensee shall employ plans and procedures to
minimize disruption of use of the public beach and public parking areas adjacent to the
[GM 13- 1420 - 141/169210/ 1 ] 2
Construction Use Area. Prior to completion of the Improvements, Licensee shall
promptly repair any damage to any property or improvements owned by the Licensor
located on or adjacent to the Construction Use Area. The Licensor and Licensee shall
coordinate construction schedules for the concurrent construction of the Improvements
and Sand Wall Project as much as practicable.
6. CONSTRUCTION COSTS. Within thirty (30) days of receipt of the
Permit for the Sand Wall Project and the Improvements from FDEP, Licensee shall pay
to the Licensor a sum of Sixty -Six Thousand Dollars and no /100s ($66,000.00) for the
construction costs for a portion of the Sand Wall Project adjacent to the Improvements.
Licensee shall be responsible for all construction costs associated with the construction of
the Improvements.
7. ONGOING MAINTENANCE OBLIGATION. The Licensor shall
maintain the Sand Wall Project and Improvements as part of its regular beach
maintenance routine for beachfront property owned by the Licensor ( "City Beach
Property ") and in compliance with the Permits and the Licensor's then - applicable
standards /policies and procedures for such maintenance. The Licensor shall maintain
the Improvements in a neat and attractive condition and in good repair similar to other
maintenance activities and standards conducted on City Beach Property which
primarily consist of beach raking and picking up trash once a day, 365 days per year
( "Routine City Beach Property Maintenance "). Notwithstanding the acceptance of
the dedication of the Improvements and Sand Wall Project by the Licensor, Licensee
shall have the right, but not the obligation, to inspect, monitor, and request that the
Licensor repair, and replace the Improvements for the purpose of maintaining the
quality of the Improvements consistent with the quality at the time of installation, and
if such repair and replacement is requested by Licensee, in writing, Licensee shall
reimburse the Licensor for the actual costs of such repair. The parties agree that if the
maintenance of the Improvements requires additional maintenance above and beyond
the Routine City Beach Maintenance ( "Extraordinary Maintenance "), Licensee
shall reimburse Liscensor for the cost of the Extraordinary Maintenance. The Routine
City Beach Property Maintenance being performed in the Construction Use Area at
the inception of this Agreement costs $15,696 per year. Licensee shall be billed on a
quarterly basis for services over and above the base quarterly rate of $3,924.00 and
will reimburse the Licensor within 30 days of receipt of an invoice from the Licensor.
The Licensor shall have the option, at its sole discretion, to either maintain the Sand
Wall Project and Improvements with existing resources or hire a private contractor to
perform the maintenance. The billing cycle will begin upon completion and
acceptance of the Improvements by the City. Quarterly billings shall occur on January
1, April 1, July 1 and October 1 of each year and shall be adjusted annually in
accordance with the then - applicable, actual costs for Routine City Beach Property
Maintenance.
8. USE /TERM. The parties intend for the Improvements to be used as a
public access to the Licenssee Parcel and the City Property. The Licensor will not
disturb or require the removal of the Improvements as long as there is not a default by
Licensee of its obligations under this Agreement; provided, however, that the
[GM13- 1420 - 141/169210/1] 3
Licensor may require the removal of all or a portion of the Improvements if the
Licensor, acting through the City Manager or his designee determines that the
Property is required for another bona fide public purpose inconsistent with the
Improvements. In the event the parties do not receive the Permits for the
Improvements, this Agreement shall be null and void. In the event the Improvements
are not permitted or constructed by Licensee, this Agreement shall be null and void
and there shall be no further obligations for either party hereunder. The Licensor, as
an entity of government, is subject to the appropriation of funds by its legislative
body, in an amount sufficient to allow continuation of its performance, in accordance
with the terms and conditions of this Agreement, for each and every fiscal year
following the fiscal year in which this Agreement is executed and entered into, and
for which this Agreement shall remain in effect. Upon written notice to Licensee that
sufficient funds are not available in the subsequent fiscal years for Routine City
Beach Property Maintenance, the Licensor shall thereafter be released of all
maintenance obligations provided for herein. Nothing herein shall restrict the
Licensee from agreeing to make payment to the City for the continuing Routine City
Beach Property Maintenance or Extraodinary Maintenance in which case Licensor
shall continue with its maintenance obligations hereunder.
9. TERMINATION. This Agreement shall be subject to termination by
Licensor at such time as the occurrence of any one, or more, of the following:
A. Material default by Licensee in the performance of any of the terms,
covenants or conditions of this Agreement, and in the failure of Licensee to remedy,
or to undertake to remedy, to Licensor's reasonable satisfaction such default for a
period of thirty (30) days after receipt of written notice from Licensor to remedy
same; or
B. Receipt by Licensee of written notice from Licensor that the Clearwater
City Council has determined at a duly constituted public meeting that the City
Property is required for any other municipal purpose; provided, however, that the
Licensor shall furnish written notice of any forthcoming meeting of the Clearwater
City Council at which the subject matter of the use of the City Property is the subject
matter so that Licensee may attend and participate in any such meeting(s). In such
event, Licensor shall serve Licensee with not less than three hundred sixty -five (365)
days written notice of such intended use, following which this Agreement shall
terminate in every respect, and both parties shall be relieved of any further obligations
hereunder, subject to provisions which survive termination or expiration by virtue of
express provisions contained and set forth in this Agreement.
At such time as any of the aforementioned events occur, all rights granted herein
in favor of Licensee shall automatically extinguish and the obligations hereunder shall
be null and void.
10. NOTICES. Any notice to be given to Licensee hereunder shall be
addressed to Licensee at 1001 E. Atlantic Avenue, Suite 202, Delray Beach, FL
33483, with a copy to Katherine E. Cole, Esq., Hill Ward Henderson, 311 Park Place
[GM 13 -1420 -141 /169210/ 1 ] 4
Boulevard, Suite 240, Clearwater, Florida 33759, or such other address as Licensee
may hereinafter designate in writing to the Licensor. Notices to be given to the
Licensor hereunder shall be addressed to City of Clearwater, c/o City Attorney's
Office, 100 S. Osceola Ave., Clearwater, FL 33756. All notices hereunder shall be by
certified mail, postage prepaid, return receipt requested.
11. INDEMNIFICATION. To the extent provided by law, Licensee,
understanding and agreeing that the rights and privileges granted in this Agreement are
limited by the Licensor's rights, title and interest in the land to be entered upon and
used by Licensee, will at all times assume all risk of and indemnify, defend, and hold
the Licensor, its officials, its employees, and its agents harmless from and against any
loss, damage, cost, expense, claim, suit, or judgment arising in any manner on account
of Licensee's use of the City Property, construction of the Improvements, or the
exercise or attempted exercise by Licensee of the rights and privileges granted to
Licensee under this Agreement. This provision shall survive termination or expiration
of this Agreement.
12. INSURANCE OBLIGATIONS. Licensee shall cause the contractor
engaged by Licensee to construct the Improvements to carry insurance coverage(s) as
reflected in the "City Insurance Requirements ", attached hereto as Exhibit "F ".
13. BILL OF SALE. By execution below, Licensee hereby transfers to the
Licensor all right, title, and interest in the Improvements and Sand Wall Project, whether
they be categorized as personal property or improvements to real property, including but not
limited to the plans and permits for the construction of the Sand Wall Project and
Improvements, landscaping, irrigation, supports, the sand ramp and sand walls upon their
completion by Licensee and acceptance by the Licensor.
14. AUTHORITY. By execution below, the undersigned represent that they
have been duly authorized by the appropriate body or official of their respective entity to
execute this Agreement, and that the respective parties have complied with all of the
requirements of law, and have full power and authority to comply with the terms and
provisions of this Agreement.
15. ASSIGNMENT AND SUBLETTING. Neither party hereto may assign
or sublet its rights hereunder without the prior written consent of the other party, which
consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that
Licensee may, without the consent or approval of Licensor: (a) assign or sublet its rights
hereunder to its affiliate, and/or (b) collaterally assign its rights hereunder to an institutional
lender.
16. COMPLIANCE WITH LAW. Licensee, at its sole expense, shall comply
with all applicable federal, state and local environmental laws, and shall not allow the
storage, use, disposal, or discharge by itself or others, of any contaminants or hazardous
materials as defined in federal, state or local environmental laws on or about the City
Property.
[GM13- 1420 - 141/169210/1] 5
17. SEVERIBILITY. If any term, covenant or condition of this Agreement, or
the application thereof to any person or circumstance, shall be determined to be
unenforceable by a court of competent jurisdiction (the "Offending Provision "), then the
remainder of this Agreement, or the application of such term, covenant or condition to
persons, entities or circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby and each term, covenant and condition of this Agreement shall
be valid and enforced to the fullest extent permitted by law; provided, however, that the
parties affected by the Offending Provision shall endeavor in good faith, within sixty (60)
days after the date such determination is made, to agree upon alternative provisions which
shall have the same practical effect as the Offending Provision and upon any agreement
being reached, the new provision shall be incorporated into and form a part of this
Agreement.
18. ENTIRE AGREEMENT. This Agreement, together with any additional
Addenda and/or Exhibits attached hereto, shall constitute the entire agreement between the
Licensor and Licensee. No other agreements unless incorporated and made a part herein,
shall be binding on either party. No amendment or modification of this Agreemetn shall be
effective unless agreed to in writing by Licensee and the Licensor.
19. APPLICABLE LAW & VENUE. Parties agree that Florida law shall
apply in enforcing provisions of this Agreement and waive trial by jury in any action or
proceeding brought to enforce the terms of this Agreement. The venue for any proceedings
brought to enforce this Agreement is in Pinellas County, Florida.
20. NO 3RD PARTY RIGHTS. Parties hereto do not intend nor shall this
Agreement be construed to grant any rights, privileges or interest to any person not a party
to this Agreement.
21. NON - WAIVER. A delay in exercising, or failure to exercise, any right or
remedy under this Agreement does not constitute a waiver of such or other rights or
remedies and does not operate to prevent the exercise or enforcement of any such right or
remedy. No single or partial exercise of any right or remedy under this Agreement prevents
further exercise of such or other rights or remedies. The rights, powers and remedies
provided in this Agreement are cumulative and not exclusive of any rights and remedies
provided by law. A waiver given or consent granted by the Licensor under this Agreement
will be effective only if given in writing and then only in the instance and for the purpose
for which it is given.
22. FORCE MAJEURE. No party to this Agreement shall be responsible for
any delays or failure to perform any obligation under this Agreement due to acts of God,
strikes, or other disturbances, including, without limitation, terrorist acts, war, insurrection,
embargoes, governmental restrictions, acts of governments or governmental authorities, and
any other cause beyond the control of such party.
[GM 13 -1420 -141 /169210/ 1 ] 6
IN WITNESS WHEREOF, the Licensor and Licensee have executed this Agreement
as of the date first set forth above.
WITNESSES:
SQL&L k
STATE OF FLORIDA
CLEARMAR, LLC, a Florida limited liability
co, any
By:
Print e: Mark alsh
Title: Manager
COUNTY OF PALM BEACH
THE FOREGOING INSTRUMENT was acknowledged before me this 64± day of .iuy\� , 2015, by Mark Walsh,
Manager of CLEARMAR, LLC, a Florida limited liability company, on behalf of said company, who is either ® personally known
to me, or ❑ produced as identification.
[AFFIX NOTARY SEAL OR STAMP]
Print Name:
Notary Public, State of
My Commission Expires:
[GM13- 1420 - 141/169210/1] 7
Countersigned:
cteortmcrA0-7'
George N. Cretekos, Mayor
CITY OF CLEARWATER, FLORIDA, a
Florida municipal corporation A
By: t) AAAA., �A '
Name: William B. Horne, II, City Manager
APPROVED AS TO FORM: ATTEST:
By:
Laura Lipowski Mahony (J py : Rosemarie Call,
Assistant City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
THE FOREGOING INSTRUMENT was acknowledged before me this day ,n, 2015, by WILLIAM B.
HORNE, the City Manager, of the City of Clearwater, Florida, who is either of j p personally known to me, or ❑ produced
as identification.
[AFFIX NOTARY SEAL OR STAMP]
SANDRA HARRIGER
NOTARY PUBLIC
STATE OF FLORIDA
Comm# EE142238
Expires 1/4/2016
Print Name: .,rtc3_/Ts• r-;?.1 4 f
Notary Public, State of f- r ^-t .�
My Commission Expires: ■ `t D.. I
[GM13 -1420 -141 /169210/1] 8
Exhibit "A"
Legal Description
A tract of land consisting of Lots 33, 34 and 35 and part of Lot 36, of LLOYD- WHITE-
SKINNER SUBDIVISION, according to map or plat thereof recorded in Plat 13, pages
12 and 13, of the Public Records of Pinellas County, Florida, and lands and submerged
lands lying between and Southerly, Southwesterly or Westerly of the mean high water
mark, and the Bulkhead Line described in and set forth in Trustees of the Internal
Improvement Fund of the State of Florida Disclaimer No. 22310, as recorded in Official
Records Book 765, Page 542, of the Public Records of Pinellas County, Florida, said tract
being described as follows: From the Northern most comer of said Lot 33, run South 77°
41'16" West, along the Northwesterly boundary of said Lot 33 and the Southwesterly
extension thereof, a distance of 400.00, feet to a point on the Bulkhead Line described
above; run thence Southeasterly along said Bulkhead Line along a curve to the left
(radius - 1247.00 feet), an arc distance of 296.79 feet, (chord bearing - South 19° 07'51"
East); run thence North 68° 55'27" East, a distance of 402.14 feet to a point on the
Northeasterly boundary of said Lot 36; run thence Northwesterly along the Northeasterly
boundaries of said Lots 36, 35, 34 and 33, which line is a curve to the right (radius -
847.00 feet), an arc distance of 235.76 feet (chord - 235.00 feet, chord bearing — North
20° 17'10" West) to the
Point of Beginning.
BEING THE SAME PROPERTY AS:
A tract of land consisting of Lots 33, 34 and 35, and part of Lot 36, of LLOYD- WHITE-
SKINNER SUBDIVISION, according to the map or plat thereof, as recorded in Plat
Book 13, Pages 12 and 13, of the Public Records of Pinellas County, Florida, and lands
and submerged lands lying between and Southerly, Southwesterly or Westerly of the
mean high water mark and the Bulkhead Line described in and set forth in Trustees of the
Internal Improvement Fund of the State of Florida Disclaimer No. 22310, as recorded in
Official Records Book 765, Page 542, of the Public Records of Pinellas County, Florida,
said tract being described a follows: Begin at an iron pin at the Northeast corner of said
Lot 33 and the West right -of -way margin of Gulf View Boulevard, said point being the
True Point of Beginning; said point being the PC of a curve to the left, having a radius of
847.00 feet, and an arc distance of 235.76 feet; thence run along said curve to the left,
and along the West right -of -way margin of Gulf View Boulevard, a chord bearing of
South 20° 17'10" East, and a chord distance of 235.00 feet to an iron pin; thence run
South 68° 55'27" West, for a distance of 402.14 feet to an iron pin, said point being the
PC of a curve to the right, having a radius of 1,247.00 feet, and an arc distance of 296.79
feet; thence run along said curve to the right, a chord bearing of North 19° 07'51" West,
and a chord distance of 296.09 feet to an iron pin, thence run North 77° 41'16" East, for a
distance of 400.00 feet to a point and back to the True Point of Beginning.
[GM13 -1420- 141 /169210/1] 9
Clearwater
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EXHIBIT B
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Prepared by:
Engineering Department
Geographic Technology Division
S
100 S. Myrtle Ave, Clearwater, FL 33756
Ph: (727)562-4750, Fax: (727)526-4755
www.MyCleanvater.com
Map Gen By: JB
Reviewed By: CL
Date: 06/03/2015
Grid #: 276A
S -T -R: 08- 29s -15w
Scale: N.T.S.
Document Path: V: \GIS \_Staff\Jim_B \Projects- Location Maps \Tom Mahony \Gulfview Blvd Exhibit B Parking Lot.mxd
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Exhibit "D"
EXISTING DUNE
EDGE
EXISTING DUNE
EDGE
PROPOSED
ACCESS FROM
EXISTING
WALKWAY
/ PLANT
/ PROTECTION
/ SIGN LOCATION
N
APPROXIMATE
SEASONAL HIGH
WATER LINE: 3.46 NAVD
PLANT
PROTECTION
SIGN LOCATION
— t.•rtN(=>
0)
CITY OF CLEARWATER,FL
PROPERTY
pROpokiy UNE
SALT BLOCK 57, LLC
1001 EAST ATLANTIC AVE., SUITE 202
DELRAY BEACH FL. 33483
APPROXIMATE
SEASONAL HIGH
WATER LINE: 3.46 NAVD
Project: Drawing:
PLANT
PROTECTION
SIGN LOCATION
CONSTRUCTION USE AREA
Beach Access Improvements Project
430 5 Guflviuw Blvd CI ean Aior FL 33767
Applicant: SALT BLOCK 57 LLC.
P P ' 001 East AtIanElc Avenue Sore 202, Delray B. . cr. FL 33483
Coy of Clearwater
P.O Bo. 4748
Clearwater, FL 33756
EDSA
FCAT LAUSEf+E3LE. FICA■DA 33301 LISA
TEL. 964.5.74.3330
SIGN •
CONSTRUCTION USE AREA
Date:
06/04/15
Scale: N
4 1 " =30'
Drawn By:
EDSA
Designed By:
EDSA
Approved By:
EDSA
Project No:
113113
Exhibit "E"
EXISTING DUNE
EDGE
•
N
•
PLANT
PROTECTION
APPROXIMATE
SEASONAL HIGH
WATER LINE: 3.46 NAVD
CITY OF CLEARWATER FL
PROPERTY
SIGN LOCATION
IZD
• 0
3,,.
EXISTING DUNE
EDGE
PROPOSED
ACCESS FROM
EXISTING
WALKWAY
PLANT
PROTECTION
SIGN LOCATION
N.)
0)
—4
. • • • • cl,c)
rc■
SALT BLOCK 57. LLC
1001 EAST ATLANTIC AVE., SUITE 202
DELRAY BEACH FL. 33483
APPROXIMATE
SEASONAL HIGH
WATER LINE: 3.46 NAVD
Project:
PLANT
PROTECTION
SIGN LOCATION
CONSTRUCTION
IMPROVEMENTS
Beach Access Improvements Project
430 5 CiulToow Blvd Clearwater FL 33767
Appl i cant: SALT BLOCK 57 LLG.
1001 East Anti AL•onso Sod 202, Delray Waal FL 33453
Co Applicant City ot Clearwater
P0 Sox 4748
Cloansaler FL 33756
EDS
E. SPOLL'ARD BOLLEVAPG. SullS "0
(OP/ IALZEPOALE, FLORIDA W)301 USA
tlt-L. 604.024 SIX)
rECTL.Rt UPSAN CESKIN • 510))111C (*SIGN
AtoRtto,
IMPROVEMENTS
Date:
06/04/15
Scale:
N
1"=30'
Drawn By:
EDSA
Designed By:
EDSA
Approved By:
EDSA
Project No:
113113
Exhibit "F"
INSURANCE REQUIREMENTS. CLEARMAR shall, at its own cost and expense, acquire and
maintain (and cause any subcontractors, representatives or agents to acquire and maintain)
during the term with the CITY, sufficient insurance to adequately protect the respective interest of
the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or
better. In addition, the CITY has the right to review CLEARMAR's deductible or self - insured
retention and to require that it be reduced or eliminated.
Specifically CLEARMAR must carry the following minimum types and amounts of insurance on an
occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then
coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the
termination or expiration of this Agreement:
a. Commercial General Liability Insurance coverage, including but not limited to, premises
operations, products /completed operations, products liability, contractual liability, advertising
injury, personal injury, death, and property damage in the minimum amount of $1,000,000
(one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate.
b. Commercial Automobile Liability Insurance coverage for any owned, non - owned, hired or
borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars)
combined single limit.
c. Statutory Workers' Compensation Insurance coverage in accordance with the laws of the
State of Florida, and Employer's Liability Insurance in the minimum amount of $100,000
(one hundred thousand dollars) each employee each accident, $100,000 (one hundred
thousand dollars) each employee by disease and $500,000 (five hundred thousand dollars)
aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage
should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor
Worker's Act coverage where applicable.
d. Professional Liability /Malpractice /Errors or Omissions Insurance coverage appropriate
for the type of business engaged in by the CLEARMAR with minimum limits of
$1,000,000(one million dollars) per occurrence. If a claims made form of coverage is
provided, the retroactive date of coverage shall be no later than the inception date of claims
made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage
shall be extended beyond the policy year either by a supplemental extended reporting period
(ERP) of as great a duration as available, and with no Tess coverage and with reinstated
aggregate limits, or by requiring that any new policy provide a retroactive date no later than
the inception date of claims made coverage.
The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies.
Other Insurance Provisions.
a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of
the insurance policy's renewal date(s) for as long as this Agreement remains in effect,
CLEARMAR will furnish the CITY with a Certificate of Insurance(s) (using appropriate
ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all
of the coverage set forth above and naming the CITY as an "Additional Insured." In addition
when requested in writing from the CITY, CLEARMAR will provide the CITY with certified
copies of all applicable policies. The address where such certificates and certified policies
shall be sent or delivered is as follows:
CITY of Clearwater
Attn: Parks and Recreation Department
P.O. Box 4748
Clearwater, FL 33758 -4748
[GM 13- 1420 -141 /167973/ 1 ]
b. CLEARMAR shall provide thirty (30) days written notice of any cancellation, non - renewal,
termination, material change or reduction in coverage.
c. CLEARMAR's insurance as outlined above shall be primary and non - contributory coverage
for CLEARMAR's negligence.
d. CLEARMAR reserves the right to appoint legal counsel to provide for the CLEARMAR's
defense, for any and all claims that may arise related to Agreement, work performed under
Agreement, or to CLEARMAR's design, equipment, or service. CLEARMAR agrees that the
CITY shall not be liable to reimburse CLEARMAR for any legal fees or costs as a result of
CLEARMAR providing its defense as contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of any
potential liability to the CITY. and the CITY's failure to request evidence of this insurance
shall not be construed as a waiver of CLEARMAR's obligation to provide the insurance
coverage specified.
[GM13- 1420 -141 /167973/1 ]