MANAGEMENT AGREEMENT TO PROVIDE VISITOR INFORMATION SERVICES AT THE VISITOR INFORMATION CENTERMANAGEMENT AGREEMENT 0-41A01-1-'2015,
This Agreement is made and entered into this 54 day of
between the City of Clearwater, hereinafter referred to as the City, P.O. Box
4748, Clearwater, Florida 33758 -4748, and Clearwater Regional Chamber of
Commerce, Inc., 600 Cleveland Street, Suite #200, Clearwater, Florida 33755,
hereinafter referred to as the Agency.
WHEREAS, the City desires to provide visitor information services at the Visitor
Information Center ( "VIC ") adjacent to the Pier 60 Playground on Clearwater
Beach; and
WHEREAS, the Agency has established programs that provide information
services for Clearwater; and
WHEREAS, the Agency had the most responsive proposal to RFP #51 -15,
NOW, THEREFORE, the parties agree as follows:
1. License Terms and Consideration.
a) The term of this Agreement shall be for a period of five (5) years ( "Initial
Term ") commencing on October 1st, 2015 ( "Effective Date" or
"Commencement Date ") and continuing through September 30th, 2020
( "Termination Date') unless earlier terminated under the terms of this
agreement. This Agreement may be extended for a maximum of three (3)
additional one -year periods, under the same terms and conditions by the
mutual written agreement of both parties. In consideration of City
entering into this Agreement with Agency, Agency covenants with City that
Agency shall unequivocally, timely and without reservation, comply with
the terms and conditions and meet service level requirements as set out in
EXHIBIT "A ". Agency's failure to timely comply with any of the obligations
hereunder during the term of this Agreement shall be deemed a material
default resulting in termination of this Agreement as hereinafter set forth.
That the City does hereby grant an exclusive revocable license (the
"License ") to the Agency to enter upon and occupy the Beach Visitor
Information Center, 1 Causeway Blvd., Clearwater, Florida ( "BVIC "). Such
property shall hereinafter be referred to as the "Licensed Premises" or the
"Premises ". This License is not coupled with an interest and this License
does not create any property interest in the Agency.
b) It is expressly agreed between the parties that this Agreement shall not be
assignable to any other person, firm or corporation without the express
written consent of the City, which consent may be granted or denied in the
sole discretion of the City.
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c) The Agency shall not make any structural alterations or modifications or
improvements which are part of the Licensed Premises 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 Agency shall restore the Licensed
Premises at Agency's expense to its original condition at the time of
approval of said alteration or modifications. The restrictions of this
paragraph shall not apply to maintenance of the Licensed Premises, 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 Licensed
Premises which cannot be removed without damage thereto. Agency shall
have no power or authority to permit mechanics' or materialmen's liens to
be placed upon the Licensed Premises in connection with maintenance,
alterations or modifications. Agency 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 Agency's behalf. Not
later than the last day of the term Agency shall, at Agency's expense,
remove all of Agency's personal property and those improvements made
by Agency 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 Agency shall reimburse City
for the cost of such removal. No permanent structure shall be removed
from the Premises or materially altered except with written consent of the
City and all persons, firms or corporations are expressly called upon to
take due notice of the requirements of this Agreement. Notwithstanding
the foregoing, the Agency shall be permitted to make certain upgrades to
the interior of the premises, which upgrades shall be approved in writing
by the City Manager or his designee.
d) The City reserves at all times during the term of this Agreement or any
extension or renewal thereof the continuing right to utilize any portion of
the premises for laying and maintaining utility lines or facilities, including
roads, or other necessary rights of way, provided, however, the City shall
use its best efforts to adopt such route or routes as will be reasonable and
economically feasible to minimize interference with the purposes of this
Agreement.
2. Services to be Provided: The Agency shall provide at a minimum the
services described in Exhibit A. In addition, operational requirements are
detailed in Exhibit A.
3. Area to be Served: Services rendered through this Agreement shall be
provided within the limits of the City of Clearwater and shall begin on October 1,
2015.
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4. Use of Clearwater Beach Visitor's Information Center:
a) No Illegal Use. The Agency promises and agrees that it will make no
unlawful, improper or offensive use of the premises. Further, the Agency
understands and agrees that this provision specifically prohibits, among
other acts, the sale, consumption or use of alcoholic beverages or
controlled substances.
b) Property Use. It is understood between the parties that the real property,
which is the subject of this Agreement, will not be used in any manner
other than as a Visitor Information Center.
c) Rules for Use. Equal opportunity for Chamber members and non -
Chamber members will be followed for promotional opportunities and no
unfair or dubious transactions shall take place. In addition, the Agency will
not directly compete with other local businesses from the premises, other
than as to the services to be provided hereunder. Items for sale shall
include items for visitors' immediate needs, such as attraction tickets, and
maps. Additional items for sale will be permitted subject to approval by
the City.
d) Inspection by City. The Agency understands and agrees that the
premises may be entered and inspected at any time by the City's officers,
agents and employees.
e) General Adherence to City Ordinances and Other Law. The Agency
promises to observe all City rules and ordinances. The Agency will
comply with the requirements of the Americans With Disabilities Act and
all other applicable laws; except, however, the Agency shall not be
responsible for any improvements necessary to comply with said laws.
5. Maintenance of the Premises by the Agency.
a) Maintenance. The Agency shall maintain the premises in a neat and
clean condition, consistent with the condition, as it exists on the effective
date of this Agreement. The Agency will maintain the VIC building in
good, clean condition, free of debris. Capital and other major maintenance
to preserve the structural integrity of the building and building systems
such as lights, electrical circuits and air conditioning shall be the
responsibility of the City.
b) Repair of Damage. The Agency understands and agrees that it is
responsible for and will cause to be repaired at the Agency's expense
willful damage to the premises.
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6. Payment of Fees and Taxes. The Agency shall obtain all required
permits and licenses at its own expense. The Agency is a tax - exempt
organization. Should the property or activities conducted on the property
become subject to taxes, the Agency shall be responsible therefore.
7. Scheduled Reports of Agency Activities: The Agency shall furnish the
City's City Manager and Economic Development and Housing Department with
quarterly reports of activities conducted under the provisions of this Agreement.
Each report is to identify the number of clients served, the costs of such service,
and commentary on the viability, effectiveness, and trends affecting the VIC. As
part of the quarterly reporting requirement, the Agency will provide a financial
summary that details merchandising, advertising sales, and other revenue and
expenditure activities in separate categories. The City may reasonably request
additional reports if desired to monitor annual objectives set by the Agency.
8. Use and Disposition of Funds Received: Funds received by the
Agency from the City shall be used to pay for the costs and services as further
described in Exhibit A. Funds existing and not used for this purpose at the end of
this Agreement term shall be deemed excess to the intended purpose and shall
be returned to the City within forty -five (45) days of demand.
9. Creation, Use, Maintenance, and Accounting of Financial Records:
a) Creation of Records: The Agency shall create and maintain financial
and accounting records, books, documents, policies, practices,
procedures and any information necessary to reflect fully the financial
activities of the Agency. Such records shall be available and accessible at
all times for inspection, review, or audit by authorized City representatives.
A quarterly activities financial statement will be required as part of the
reporting requirements (Section 7 above).
b) Use of Records: The Agency shall produce such reports and audits as
required by the City to document the proper and prudent stewardship and
use of the monies received through this agreement.
c) Maintenance of Records: All records created hereby are to be retained
and maintained for five (5) years following the termination of this
Agreement or as otherwise required by law.
d) Accounting: The Agency will maintain separate and segregated
accounting records for all Beach Visitors Information Center transactions.
These accounting records will be available for inspection by authorized
City staff as specified in section 9(a) above.
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e) In addition to all other contract requirements as provided by law, the
Agency agrees to comply with public records law specifically related to this
Agreement, which include:
a. Keep and maintain public records that ordinarily and necessarily
would be required by the public agency in order to perform the
service being provided by the Agency hereunder.
b. Provide the public with access to public records on the same terms
and conditions that the public agency would provide the records
and at a cost that does not exceed the cost provided for in Chapter
119, Florida Statutes, as may be amended from time to time, or as
otherwise provided by law.
c. Ensure that the public records that are exempt or confidential and
exempt from public records disclosure requirements are of
disclosed except as authorized by law.
d. Meet all requirements for retaining public records and transfer, at
no cost, to the public agency all public records in possession of the
Agency upon termination of the contract and destroy any duplicate
public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored
electronically must be provided to the public agency in a format that
is compatible with the information technology systems of the public
agency.
The Agency hereby acknowledges and agrees that if the Agency does not
comply with a public records request, the public agency shall enforce the contract
provisions in accordance with the contract.
10. Nondiscrimination: The Agency agrees that no person shall, on the
grounds of race, sex, handicap, national origin, religion, marital status or political
belief, be excluded from participation in, denied the benefit(s) of, or be otherwise
discriminated against as an employee, volunteer, or client of the provider.
11. Liability and Indemnification: The Agency shall act as an independent
contractor in the performance of this Agreement. The Agency agrees to assume
the risks, and hereby indemnifies the City for any and all liabilities arising in the
course of providing the services under this Agreement. The Agency agrees to be
fully responsible for its own real and personal property, and for its negligence,
and the negligence of its employees, volunteers, and agents. This
indemnification provision shall survive expiration or termination of this
Agreement.
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12. Insurance: The Agency shall obtain at its own expense, and maintain
during the term of this Agreement, the insurance coverages set forth below:
a) Workers' Compensation and Employers' Liability — the Agency shall
procure and maintain for the life of this Agreement, Workers'
Compensation Insurance covering all Agency employees with limits
meeting all applicable state and federal laws. This coverage shall include
Employers' Liability with limits meeting all applicable state and federal
laws.
b) Comprehensive General Liability Insurance — the Agency shall procure
and maintain General Liability Insurance. This coverage shall be on an
"occurrence" basis and shall include: Premises and Operations;
Independent Contractors; Products and Complete Operations and
Contractual Liability. Coverage shall be no more restrictive than the latest
edition of the Commercial General Liability policies of the Insurance
Services Offices. The minimum limits of coverage shall be $1,000,000 per
Occurrence Combined Single Limit for Death, Bodily Injury, Liability and
Property Damage Liability and $2,000,000 general aggregate.
c) Business Automobile Liability — the Agency shall procure and maintain
Business Automobile Liability Insurance on any automobile owned,
leased, or operated by, or on behalf of, the Agency. The minimum limits
of coverage shall be $1,000,000 per Occurrence Combined Single Limit
for Death, Bodily Injury Liability, and Property Damage Liability. This
coverage shall be an "Any Auto" type policy. Coverage shall be no more
restrictive than the latest edition of the Business Automobile Policies of the
Insurance Services Office.
d) Other Requirements:
a. The City shall be named as an additional insured in all liability
insurance policies required under this Agreement.
b. Copies of insurance certificates for all insurance required by the
agreement shall be furnished to the City Risk Department prior to use of
the property, and copies of all insurance policies covering insurance
required by this agreement shall be furnished to the Risk Department
upon specific request of the City.
c. Insurance policies purchased and issued to the Agency as required
by this agreement shall not be suspended, voided, canceled, or
modified, except after thirty (30) days prior written notice provided to the
City.
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13. Grant of Funds. The City shall allocate an annual amount not to exceed
$50,000 dollars annually. The City may withhold funds if services are not
provided as described in this Agreement, and all allocations are subject to the
City's annual budget approval process.
14. Payments: The funding shall be paid to the Agency on a quarterly basis
at the beginning of each quarter. The Agency will then reimburse the City at the
end of each quarter out of its net profits, if any, up to the City's contribution
amount.
15. Computers and Other Equipment: The Agency is responsible for the
upkeep and maintenance of its computer equipment. The Agency is responsible
for providing all other operating equipment including printers, phones, fax
machines, etc. The Agency is also responsible for the upkeep of phone and
internet connections in the building. The furnishings in the Beach VIC are City
property, unless otherwise stipulated in interior renovations plans.
16. Parking: One space within the City's Marina parking lot will be reserved
for Agency staff parking. All other employees will receive parking permits within
the City's Marina lot that must be renewed once a year, or as otherwise
applicable under the City Code of Ordinances.
17. Utilities: The City will pay the utilities for the building.
18. Disclaimer of Warranties: This Agreement constitutes the entire
Agreement of the parties on the subject hereof and may not be changed,
modified, or discharged except by written Amendment duly executed by both
parties. No representations or warranties by either party shall be binding unless
expressed herein or in a duly executed Amendment hereof.
19. TERMINATION
a) For Cause: Material failure to adhere to any of the provisions of this
Agreement as reasonably determined by the City shall constitute cause for
termination. This Agreement may be terminated for cause with 30 days
prior written notice without any further obligation by either party, subject to
those provisions expressly intended to survive termination or expiration of
this Agreement. The Agency shall have an additional 10 days after receipt
of written notice to remedy any material failure as determined by the City.
b) Notice Without Cause: Either party may terminate this Agreement by
giving the other party 90 days written notice.
c) Disposition of Fund Monies: In the event of termination for any reason,
monies made available to the Agency but not expended in accordance
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with this Agreement shall be returned to the City within forty -five (45) days
of demand.
d) Bankruptcy: Should the Agency hereinafter be adjudged bankrupt or
become insolvent or in any other way be financially unable to fulfill the
covenants of this Agreement, the City may at its option, terminate the
Agreement, as though for breach of any other covenant.
e) Insufficient Funds: In case the City has insufficient funds to run the
Beach VIC, and accordingly terminates this Agreement, the Agency shall
be released of all obligations hereunder, however, any liabilities accrued
before the termination date, or those provisions expressly intended to
survive, shall survive termination.
20. MISCELLANEOUS
It is agreed that time is of the essence of this Agreement. The failure of any
party to exercise any right or power given hereunder, or to insist upon strict
compliance by the other party with its obligations as set forth herein, shall not
constitute a waiver by such party of its rights to demand strict compliance with
the terms and provisions of this Agreement. The Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement shall be governed by the laws of the
State of Florida.
21. NOTICE
Any notice required or permitted to be given by the provisions of this Agreement
shall be conclusively deemed to have been received by a party hereto on the
date it is hand - delivered to such party at the address indicated below (or at such
other address as such party shall specify to the other party in writing), or if sent
by registered or certified mail (postage prepaid), on the fifth (5th) business day
after the day on which such notice is mailed and properly addressed.
a) If to City, addressed to City Manager, City of Clearwater, P.O. Box 4748,
Clearwater, Florida, 33758 -4748, with copy to the Economic Development
and Housing Director.
b) If to Agency, addressed to President, Clearwater Regional Chamber of
Commerce, 600 Cleveland Street, Suite #200, Clearwater, Florida, 33755.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement the day and year first above written.
Countersigned: CITY OF CLEARWATER, FLORIDA
f\Cr r'.t0 f
George N. Cretekos
Mayor
Approved as to form:
William B. Horne II
City Manager
Attest:
• !4
Laura Mahony ( j 1-1)r : Rosemarie CaII, ' A, 1 ► C
Assistant City Attorney
Clearwater Re
Com
Carol Has . e
CEO /Pre ident
Attest:
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EXHIBIT A
The Agency shall run an efficient and effective Visitor Information Center and will
seek to become self - supporting.
• Services To Be Offered:
• Provide exceptional visitor services that meet and exceed the
expectations of our visitors. The focus is to promote the center's
advertisers, Clearwater businesses and events of interest in
Clearwater first and foremost, then events in and around Pinellas
County and Tampa Bay.
• The VIC will act as a concierge service, providing general
information to visitors as requested to ensure an enjoyable visit.
Information provided would continue to include, but not be limited
to; accommodation referrals, restaurant and attraction information,
transportation, traffic and parking services, directions and maps,
parks and recreation information, water temperatures, weather
forecasts, entertainment venues, events in Coachman Park and
elsewhere, sporting events, location of human services such as
hospitals and pharmacies, City services such as the library, marina,
Sailing Center, etc. VIC staff will provide visitor guides to visitors
who are interested in returning in the future. The center will house
rack cards and display space for advertisers.
• Maintain a Guest Book wherein visitors are asked to provide such
information as the visitor's origin (state /country), if it is a first visit, if
they flew or drove, related Orlando information, the length of stay,
where are they staying and if they already have reservations. The
center will provide a computer for visitors to check e-mails and
other internet usage.
• Make comment cards available for the visitors to provide the City
with information on the overall stay, things they liked and disliked
and additional services the City might provide. The staff will
address visitor complaints and acts as a liaison to local businesses.
Staff will research what can be done to remedy a situation so as to
ensure the visitor is happy and will return.
• Coordinate with the City of Clearwater Parks and Recreation
Department regarding upcoming events.
• The Agency shall provide its BVIC staff with the tools necessary to
allow interpretations /translations from English into as many as 140
languages, during the agreed hours of operation of the BVIC- choice
of tool is at the discretion and expense of the Agency; essence of
this requirement is to meet the needs of visitors who speak
languages other than English.
• Coordinate with Visit St. Pete /Clearwater on any coordinated
marketing efforts.
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• The Agency shall follow and cooperate as to all of the City's public
and private partnerships.
• Hours of Operation: The VIC will be open 361 days a year /7 days a week.
The VIC will be closed for New Year's Day, Easter Sunday, Thanksgiving and
Christmas Day. The VIC will open daily at 8:30am, but closing hours will
depend upon the time of the year and day of the week. The VIC will be open
until 6pm February 1st through the Monday of Labor Day weekend. The VIC
will be open until 8pm on Fridays and Saturdays from the Friday of Memorial
Day weekend through the Saturday of Labor Day weekend. The VIC will be
open until 6pm from Tuesday after Labor Day through January 31St. The VIC
will adjust the hours of operation beyond the normal hours of operation at the
request of the City to meet and exceed the needs of visitors.
• Staffing: Payroll, scheduling, and maintaining employees will be the
responsibility of the Agency. The Agency shall employ a full time Beach VIC
Manager and appropriate part -time staff. All persons who work at the center
will have proper licenses, permits, and qualifications to perform their duties.
• Advertising: The Agency will not promote businesses outside of Clearwater
and its unincorporated enclaves that are in direct competition with businesses
in Clearwater. However, unique attractions outside of the City may be
promoted, such as Disney World, Busch Gardens, Sea World, museums,
historical tours, etc. The City will have the right to monitor and remove
advertisements that it deems, within its reasonable discretion harms local
businesses. The City will review this policy on an annual basis to determine if
it is still applicable. Any advertising questions should be directed to the
Economic Development and Housing Department for approval.
• Emergency Plan: The Agency, in conjunction with the Economic
Development and Housing Department, will develop an Emergency Plan for
Hurricane Season, outlining steps to be taken if an evacuation is ordered.
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