MANAGEMENT AGREEMENT (3)MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (hereafter, "Agreement ") made and entered
into this _3 day of )'LOOy� 2016, by and between the
CITY OF CLEARWATER, FLOF�IDA, a municipal corporation, P. O. 4748,
Clearwater, FI. 33758 -4748 ( "City "), and ROBERT E. and PATRICIA A. SMITH,
husband and wife, 12220 Garden Lake Circle, Odessa, FL 33556 ( "Manager "),
collectively ( "Parties ");
WITNESSETH:
WHEREAS, the City owns 426 acres, more or Tess, being portions of
Sections 19 and 20, Township 27 South, Range 17 East, Hillsborough County,
Florida ( "property ") as depicted in Exhibit "A" attached hereto and incorporated
herein; and
WHEREAS, the Manager, under agreement with the City, has overseen
and managed the City property since 1982; and
WHEREAS, the Parties seek renewal of the current agreement which will
terminate on March 28, 2016; and
WHEREAS, the parties desire to enter into a new agreement to
commence on March 29, 2016 and extend through March 28, 2021; and
WHEREAS, the City lands have previously been utilized for dispersal and
disposal of treated sewage sludge, and that use of the property has been
discontinued; and
WHEREAS, the Manager shall have the privilege of utilizing the remainder
of the property for the purpose of grazing beef cattle, planting and harvesting of
hay and other grass crop;
NOW, THEREFORE, the parties in consideration of the undertakings,
promises and agreements herein contained, agree and covenant with each other
as follows:
1. TERM: This Agreement shall run for a period of five (5) years
commencing on March 29, 2016 and continue through March 28,
2021, unless sooner terminated by either party as provided
hereafter.
2. RENT: In consideration of Manager fulfilling its obligations
hereunder, the City acknowledges receipt of $1.00 and the benefits
to be derived therefrom as sufficient rent for the term hereof.
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3. RESERVED: The City expressly reserves unto itself, its
employees, contractors and assigns, all rights of ownership not
conveyed to the Manager under the provisions of this Agreement,
so long as such rights do not unreasonably interfere with Manager's
use as provided for herein.
4. LAND USE: The Manager shall have the privilege of grazing beef
cattle over all portions of the property suitable for grazing that are
not utilized for the aforementioned City purposes, so long as the
number and size of the herd does not unreasonably overburden the
property.
5. OPERATION AND MAINTENANCE: The parties agree that
Manager shall have the privilege of fencing and cross fencing the
property as desirable for grazing cattle, together with the privilege
of planting and harvesting of grass crop so long as Manager utilizes
best management practices in agricultural land management.
6. MANAGER COVENANTS: In consideration of Manager utilizing
the property as above described, Manager further covenants and
agree as follows:
a. Manager shall, at Manager's expense, maintain both perimeter
and interior cross fencing in reasonable and secure condition.
b. Manager shall at all times provide reasonable supervision of the
property to insure against fire, trespass and any other activity
that may be detrimental to maintaining the agricultural character
and security of the property.
c. Upon reasonable notice by City, Manager will conduct tours of
the property for City representatives and its invitees.
7. INSURANCE REQUIREMENTS: The Manager 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 -VlI or better.
In addition, the City has the right to review the Manager's
deductible or self- insured retention and to require that it be reduced
or eliminated.
Specifically the Manager 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
[A00 -00273 /179460/1]
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
$500,000 (five hundred thousand dollars) per occurrence and
$1,000,000 (one 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 $300,000 (three hundred thousand dollars)
combined single limit.
Unless waived by the State of Florida and proof of waiver is
provided to the City, 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
$500,000 (five hundred thousand dollars) each employee each
accident, $500,000 (five hundred thousand dollars) each employee
by disease, and $500,000 (five hundred thousand dollars) disease
policy limit. Coverage must be applicable to employees,
contractors, subcontractors, and volunteers, if any.
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, the Manager 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" on the Commercial
General Liability Insurance. In addition, when requested in writing
from the City, Manager 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:
[A00 -00273 /179460/11
City of Clearwater
Attn: Risk Manager
P.O. Box 4748
Clearwater, FL 33758 -4748
b. Manager shall provide thirty (30) days written notice of any
cancellation, non - renewal, termination, material change or
reduction in coverage.
c. Manager's insurance as outlined above shall be primary and non-
contributory coverage for Manager's negligence.
d. Manager reserves the right to appoint legal counsel to provide for
the Manager's defense, for any and all claims that may arise
related to Agreement, work performed under this Agreement, or to
Manager's design, equipment, or service. Manager agrees that the
City shall not be liable to reimburse Manager for any legal fees or
costs as a result of Manager 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 City's failure to
request evidence of this insurance shall not be construed as a
waiver of Manager's (or any contractors', subcontractors',
representatives' or agents') obligation to provide the insurance
coverage specified.
8. NOTICE: Notice to the City of Clearwater whenever required under
the terms of this Agreement shall be as follows:
CITY:
City Manager
City of Clearwater
P. O. Box 4748
Clearwater, FI. 33758 -4748
MANAGER:
Mr. and Mrs. Robert Smith
12220 Garden Lake Circle
Odessa, Florida 33556
Copy: City Attorney
City of Clearwater
P. O. Box 4748
Clearwater, FI. 33758 -4748
9. LAW: The laws of Florida shall govern the rights of the parties
under this Agreement. Venue shall be in Pinellas County, Florida.
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10. TERMINATION:
a. Either party may terminate this Agreement at any time at the
terminating party's sole discretion upon providing ninety (90)
days Notice to the other party.
b. In the event the City determines at a duly constituted City
Council meeting that the subject lands are needed for any other
purpose consistent with the City charter, and serves Manager
with sixty (60) days Notice of such intended use, this Agreement
shall terminate in its entirety.
11. ENTIRE AGREEMENT: The provisions contained herein shall
constitute the entire agreement between the parties.
IN WITNESS WHEREOF, the parties have caused their signatures and
seals to be affixed the day and year first above written.
WITNESS signature
Attidra (! Skinner
Print Witness name
WIT S signature
pAvvui e . C`T
Print Witness name
[A00 -00273 /179460/1]
MANAGER
Robert E Smith
r
Patricia A. Smit
City signatories
RE: Management Agreement
Robert E. & Patricia A. Smith
Countersigned:
— CkeOrte (\Cv' C"\e 'cos
George N. Cretekos
Mayor
Approved as to form:
Laura Lipowski Mahony
Assistant City Attorney
[A00 -00273 /179460/1]
CITY OF CLEARWATER
By: (,lll ,c.xi.d. AiktiZa-
William B. Horne, II
City Manager
Attest:
Rosemarie CaII
City Clerk
EXHIBIT "A"
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Scale: N.T.S.
Prepared by
Engineering Department
Geographic Technology Division
100 S. Myrtle Ave, Clearwater, FL 33756
Ph: (727)5624750, Fax: (727)5264755
www.MyCleanvater.com
HILLSBOROUGH "SLUDGE FARM"
Map Gen By: MBK
Reviewed By: JB
Date: 2/24/2016
Grid #: n/a
S -T -R: n/a
Document Path: V: \GIS \Engineering \Location Maps \ HillsboroughSludgeFarm \SludgeFarm.mxd
LOCATION MAP
0
O
Pinellas County
0
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0
PROJECT
SITE
City of Clearwater
Hillsborough County
W E
Scale: N.T.S.
Prepared by
Engineering Department
Geographic Technology Division
100 5. Myrtle Ave, Clearwater, FL 33756
Pb, . (727)562 -4750, Fan: (727)526 -4755
www. MyC learwater.com
HILLSBOROUGH "SLUDGE FARM"
Map Gen By: MBK
Reviewed By: JB
Date: 2/24/2016
Grid #: n/a
S -T -R: n/a
Document Path: V: \GIS \Engineering \Location Maps\ HillsboroughSludgeFarm \Location.mxd