VESSEL LEASE AGREEMENT - MARY'S CROSSINGVessel Lease Agreement
THIS CONTRACT (the "Agreement") entered into this c3 day of January, 2025,
by and between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter
referred to as "City," P.O. Box 4748, Clearwater, Florida 33758 and Clearwater Ferry
Services, Inc., 615 Pinellas Street, Clearwater, Florida, 33756, a Florida corporation,
hereinafter referred to as the "Corporation". City and Corporation may be referred to herein
collectively as the "Parties".
WHEREAS, the City issued Request for Proposals (RFP) No. 32-24, which sought
the purchase of two vessels which were paid for by a combination of a Public
Transportation Grant from the State of Florida and the City of Clearwater; and
WHEREAS, the terms of this Agreement are intended to be in compliance with
requirements of the Public Transportation Grant from the State of Florida which was
accepted by the City of Clearwater Council on March 7, 2024; and
WHEREAS, the City Council authorized the second amendment and extension
operating agreement with the Clearwater Ferry Services LLC on July 25th, 2023, which
agreement extends the Clearwater Ferry Services to continue its services within the City
until 2033; and
WHEREAS, the Corporation presently offers the only waterborne transportation
option that provides service between downtown Clearwater and Clearwater Beach; and
WHEREAS, the City desires to continue to support water taxi services connecting
various areas within Clearwater, and in particular desires to promote safe and comfortable
transit between Clearwater Beach and downtown Clearwater; WHEREAS, the
agreement only applies to the vessel named tittry.f encsiriwith the hull identification
number ofl( lei010?62-7.4" (the "Vessel").
NOW THEREFORE, in consideration of the promises stated herein, the
City and the Corporation mutually agree as follows:
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1. RECITALS
The recitals above are true and correct, and incorporated herein by reference.
2. TIME OF PERFORMANCE
The Effective Date of this agreement shall commence on the date the Vessel is
received by the Corporation and end September 30, 2033.
3. LICENSING OF THE VESSEL
The City agrees to be responsible for all registration of the Vessel. The Corporation
agrees to be responsible for all licensing and insuring of the Vessel including any and all
coast guard compliance requirements, state or federal statutory regulations or business
regulations for ferry services. The Parties agree to cooperate with one another in satisfying
each of their responsibilities under this Section 3.
4. MAINTENANCE AND DAMAGE
All matters relating to cost of routine maintenance or repairs to the Vessel shall be
the responsibility of the Corporation and the City shall not be responsible or liable for
providing the same. The Corporation shall retum the Vessel to the City in operable
condition and free from defects at the end of the term of the Agreement or the Corporation
is responsible for the payment of repairs necessary to get the Vessel returned to working
condition. Reasonable wear and tear of the Vessel which may exist at the expiration of
the term of the Agreement shall be excepted from this Section 4 and Corporation shall not
be responsible for restoring same.
If there Is any damage to the Vessel while in the possession of the Corporation
whether by agents of the Corporation or a third party, the Corporation is responsible for
all costs of repairs.
5. CONSIDERATION
As consideration of the obligations and commitments made by both Parties, the
Corporation agrees to compensate the City in the amount of one dollar ($1.00) annually
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for the length of this Agreement. The amount shall be payable by October 1St each year
until the Agreement is fully satisfied.
6. NOTICES AND CHANGES OF ADDRESS
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
electronically transmitted to either individual at the email address(es) provided below.
Clearwater Ferry Services, Inc. City of Clearwater
Patricia Rodriguez Michael MacDonald
Trisha(cr�ClearwaterFerrv.com Harbormaster
michael.macdonald@mvclearwater.com
Should the identity of the Corporation's president change, or should the identity of the
City's Harbormaster change, the other party must be notified by email within a reasonable
time not to exceed ninety (90) days.
7. INDEMNITY.
To the fullest extent permitted by law, Corporation agrees to defend, indemnify,
and hold the City, its officers, agents, and employees, harmless from and against any and
all liabilities, demands, claims, suits, losses, damages, causes of action, fines or
judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and
expenses incident thereto, relating to, arising out of, or resulting from: (i) the services
provided by the Corporation personnel under this Agreement; (ii) any negligent acts,
errors, mistakes or omissions by the Corporation or Corporation personnel; and (iii) the
Corporation or Corporation personnel's failure to comply with or fulfill the obligations
established by this Agreement.
The Corporation will update the City during the course of the litigation to timely
notify the City of any issues that may involve the independent negligence of the City that
is not covered by this indemnification.
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The City assumes no liability for actions of the Corporation and will not indemnify
or hold the Corporation or any third party harmless for claims based on this Agreement or
use of Corporation -provided supplies or services.
8. INSURANCE
The Corporation (referred to as "Contractor') 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 VI1 or better. In addition, the City has the right to review the Contractor's
deductible or self-insured retention and to require that it be reduced or eliminated.
Specifically, the Contractor 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 witha
minimum three (3) year tail following the termination or expiration of this Agreement:
a. Commercial General Liability Insurance coverage, including but not limited
to, bodily injury, personal injury, death, property damage, advertising liability,
premises operations, products/completed operations, severability of interest, and
contractual liability in the minimum amount of $1,000,000 (one million dollars) per
occurrence and $2,000,000 (two million dollars) general aggregate.
b. Unless waived by the State of Florida and proof of waiver is provided to the City,
Worker's Compensation (WC) & Employer's Liability Insurance coverage for
all employees engaged under the Agreement, Worker's Compensation as required
by Florida law and Employer's Liability with minimum limits of
(a) $500,000 bodily injury each employee and each accident, $500,000 bodily
injury by disease each employee, and $500,000 bodily injury by disease policy limit
for quotes or agreements valued at $50.000 and under or
(b) $1 million bodily injury each employee and each accident, $1 million bodily
injury by disease each employee, and $lmiilion bodily injury by disease policy limit
for formal solicitation and agreements exceeding $50,000.
Coverage should include Voluntary Compensation, Jones Act, and U.S.
Longshoremen's and Harbor Worker's Act coverage where applicable.
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Coverage must be applicable to employees, contractors, subcontractors, and
volunteers, if any.
c. Professional Liability/Malpractice/Errors or Omissions Insurance coverage
appropriate for the type of business engaged in by the Contractor 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 less 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.
WAIVER OF SUBROGATION — With regard to any policy of insurance that would
pay third party losses, Corporation hereby grants City a waiver of any right to subrogation
which any insurer of Corporation may acquire against the City by virtue of the payment of
any Toss under such insurance for liability and workers compensation coverages.
Corporation agrees to obtain any endorsement that may be necessary to affect such
waiver, but this provision shall apply to such policies regardless.
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 Contractor will furnish the City with a Certificate of
Insurance(s) (using appropriateACORD 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" with respect to general and auto
liability coverages.
b. In addition, when requested in writing from the City, Contractor 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: Marine and Aviation Department
P.O. Box 4748
Clearwater, FL 33758-4748
c. Contractor shall provide thirty (30) days written notice of any cancellation, non-
renewal, termination, material change or reduction in coverage.
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d. Contractor's insurance as outlined above shall be primary and non-contributory
coverage for Contractor's negligence.
e. Contractor reserves the right to appoint legal counsel to provide for the
Contractor's defense, for any and all claims that may arise related to Agreement,
work performed under this Agreement, or to Contractor's equipment, or service.
Contractor agrees that the City shall not be liable to reimburse Contractor for any
legal fees or costs as a result of Contractor 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 failure to request evidence of this
insurance shall not be construed as a waiver of Contractor's obligation to
provide the insurance coverage specified.
9. PROHIBITED USE
The Vessels shall not be used by the Corporation for any use other than the use
necessary to provide public Water Taxi services. No alternative use shall be available to
the Corporation which, at the sole discretion of the City, is deemed hazardous,
inconsistent with this Agreement, or increases the City's liability. The use will be in
compliance with the requirements of Public Transportation Grant from the State of Florida.
10. PUBLIC RECORDS. The Corporation's agreement to comply with public
records law applies specifically to:
a) Keep and maintain public records required by the City of Clearwater
(hereinafter "Public Agency") to perform the service being provided by the
Corporation hereunder.
b) Upon request from the Public Agency's custodian of public records,
provide the Public Agency with a copy of the requested records or allow the records
to be inspected or copied within a reasonable time 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 not disclosed except as
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authorized by law for the duration of the term of the Agreement and following
completion of the Agreement if the Corporation does not transfer the records to the
Public Agency.
d) Upon completion of the Agreement, transfer, at no cost, to the
Public Agency all public records in possession of the Corporation or keep and
maintain public records required by the Public Agency to perform the service. if
the Corporation transfers all public records to the Public Agency upon completion
of the Agreement, the Corporation shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure
requirements. If the Corporation keeps and maintains public records upon
completion of the Agreement, the Corporation shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the Public Agency, upon request from the Public Agency's custodian
of public records, in a format that is compatible with the information technology
systems of the Public Agency.
e) A request to Inspect or copy public records relating to a Public
Agency's contract for services must be made directly to the Public Agency. If the
Public Agency does not possess the requested records, the Public Agency shall
immediately notify the Corporation of the request and the Corporation must provide
the records to the Public Agency or allow the records to be inspected or copied
within a reasonable time.
f) The Corporation hereby acknowledges and agrees that if the
Corporation does not comply with the public agency's request for records, the
public agency shall enforce the provisions in accordance with the Agreement.
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g) A Corporation who fails to provide the public records to the Public
Agency within a reasonable time may be subject to penalties under Section
119.10, Florida Statutes.
h) If a civil action is filed against a Corporation to compel production
of public records relating to a Public Agency's contract for services, the court shall
assess and award against the Corporation the reasonable costs of enforcement,
including reasonable attorney fees, if:
1. The court determines that the Corporation unlawfully
refused to comply with the public records request within a
reasonable time; and
2. At least eight (8) business days before filing the action, the
plaintiff provided written notice of the public records request,
including a statement that the Corporation has not complied with
the request, to the Public Agency and to the Corporation.
i) A notice complies with subparagraph (h)2 if it is sent to the Public
Agency's custodian of public records and to the Corporation at the Corporation's
address listed on its contract with the Public Agency or to the Corporation's
registered agent. Such notices must be sent by common carrier delivery service or
by registered, Global Express Guaranteed, or certified mail, with postage or
shipping paid by the sender and with evidence of delivery, which may be In an
electronic format.
j) A Corporation who complies with a public records request within
eight (8) business days after the notice is sent is not liable for the reasonable costs
of enforcement.
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11. RIGHT TO AUDIT AND PROVISION OF MONTHLY OPERATIONS REPORTS
The Corporation shall prepare, in accordance with generally accepted accounting
practice, accurate books of account, along with other records as required by law. All
records, including but not limited to tax returns, with respect to the Corporation's business
conducted pursuant to the prior Agreement dated November 18, 2016, shall be kept by
the Corporation and shall be available to the City for examination or audit during the term
of this Agreement and for a period of five (5) years following the expiration or earlier
termination of this Agreement.
The Corporation shall also provide monthly operations reports, and such reports
shall include Water Taxi ridership numbers, the number of trips by the Vessel and also
disclose the fare amount charged to passengers.
12. TAXES, FEES, AND COSTS
The Corporation will be solely responsible for payment of its own income and sales
taxes. The Corporation's storage and fuel costs remain the Corporation's responsibility.
13. CONSTRUCTION AND ALTERATION OF THE VESSELS
The Corporation shall not make or permit to be made any alterations, additions,
improvement or changes to the Vessel nor permit the painting or placing of any signage,
placards or other related advertising media without obtaining prior written consent of the
City, which shall be at the City's sole discretion.
14. ASSIGNMENT
The Corporation shall not have the right to assign, transfer, convey, sublet or
otherwise dispose of its license to utilize the Vessel or its rights or obligations under this
Agreement without obtaining prior written consent of the City, which shall be at the City's
sole discretion.
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15. DEFAULT AND TERMINATION
Subject to the Corporation's right to notice and an opportunity to cure, as specified
herein, the Corporation shall be deemed In default of its obligations under this Agreement
upon the occurrence of any of the following:
a. The Corporation's failure to perform any covenant, promise, or
obligation contained in thls Agreement or comply with the terms and
conditions of this Agreement;
b. The appointment of a receiver or trustee for all or substantially all
the Corporation's assets;
c. The Corporation's voluntary petition for relief under any bankruptcy
or insolvency law, or the filing of an involuntary bankruptcy petition
which is not dismissed within sixty (60) days;
d. The sale of the Corporation's interest under this Agreement by
execution or other legal process;
e. The seizure, sequestration, or impounding by virtue of or under
authority of any legal proceeding of all or substantially all of the
personal property or fixtures of the Corporation used in or incident
to its operations in providing the Water Taxi Service.
f. The Corporation making an assignment of its assets for the benefit
of creditors;
g. Any sale, transfer, assignment, subleasing, concession, license, or
other disposition of this Agreement that is not authorized by this
agreement;
The City may immediately terminate this Agreement if a default pursuant to this
Agreement Is not cured within thirty (30) days after receipt of notice from the City.
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If the July 25, 2023 "Second Amendment and Second Extension to Water Taxi
Operating Agreement" between the Corporation and the City of Clearwater terminates for
any reason this agreement will terminate and the Vessel will be returned to the City
immediately and without defects, ordinary wear and tear excepted.
16. RELATIONSHIP OF PARTIES
The relationship between the Parties is that of licensor and licensee. In using and
maintaining the Vessel hereunder, the Corporation shall act as an independent contractor
and not an agent of the City. The selection, retention, assignment and direction of the
Corporation's employees that may work on or around the Vessel shall be the sole
responsibility of the Corporation, and the City shall not attempt to exercise any control
over the daily performance of the duties of the Corporation's employees.
17. CONFORMANCE WITH LAWS
The Corporation agrees to comply with all applicable federal, state and local laws
during the life of this Agreement.
18. ATTORNEY FEES
In the event that either party seeks to enforce this Agreement via legal action, then
the parties agree that each party shall bear its own attorney fees and costs.
19. GOVERNING LAW AND VENUE
The laws of the State of Florida shall govern this Agreement, and any action
brought by either party shall lie in Pinellas County, Florida.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date set forth above.
Countersigned:
Bruce Re
Mayor
Approved as to form:
elissa Isabel
City Attorney
Attest:
Print Name:
By:
CITY OF CLEARWATER, FLORIDA
Poirrier
Ma ager
Attest:
fi
o /K_
`Rosemarie Cali
City Clerk
(Clearwater Ferry Services, Inc.)
By:
P441- A647 -z,
Print Name: ?/vii.. /2-0dfrigue2.
Title: 0Lt,he v
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