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HomeMy WebLinkAboutContract 2025-048AMANAGEMENT AGREEMENT between CITY OF CLERMONT and SOUTH LAKE CHAMBER OF COMMERCE This MANAGEMENT AGREEMENT (this "Agreement") is entered into on this 5108, 2025 and shall be effective on the date of July 1, 2025 described herein (the "Effective Date"), by and between the South Lake Chamber of Commerce, Inc. ("MANAGER"), and the City of Clermont ("CITY") a political subdivision of the State of Florida. RECITALS WHEREAS, CITY owns the Clermont City Center ("FACILITY"), whose address is 620 W Montrose St., Clermont, FL; and WHEREAS, CITY desires MANAGER to schedule, staff, oversee FACILITY, NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1) RECITALS. The above Recitals are true and correct and form a part of this Agreement. 2) TERM. The term of this Agreement ("Term") shall commence on the Effective Date and continue for five (5) years unless terminated in accordance with this Agreement or by law. This Agreement will automatically renew for a period of five (5) years, and shall continue to be automatically renewed at the conclusion of each term for a period of five (5) years upon the same terms and conditions, unless amended, or the Agreement terminates pursuant to this Agreement. 3) MANAGER FEE. In consideration of the rights granted therein and in addition to all other duties and all other obligations contained herein of MANAGER, MANAGER shall pay to CITY on the fifteenth (15th) day of each month as described: 50% of Gross Revenue received by MANAGER for rental fees associated with use of FACILITY by parties other than MANAGER and CITY during the prior month. For the avoidance of doubt, the parties understand that MANAGER will collect deposits and sales tax from renters of the FACILITY and seek reimbursements from renters for any damage caused, and such amounts will not be subject to the fee -sharing of this Section. 4) MANAGER USE OF FACILITY. a) MANAGER PREMISES. MANAGER is granted use of all interior areas of FACILITY for the purpose of conducting the business of the MANAGER, as well as hosting meetings and events. b) LIMITATIONS. MANAGER shall not make any structural modifications, changes or alterations to the FACILTY without CITY's prior written consent after providing to CITY any and all applicable plans or any other documentation reasonably required by CITY. MANAGER acknowledges that CITY is the owner of FACILITY. Any additions of permanent fixtures to FACILITY by MANAGER shall require CITY's prior written consent and shall remain on the property of CITY upon termination of this Agreement. For the avoidance of doubt, MANAGER is not required nor expected to make any structural modifications or install any permanent fixtures. 5) RIGHTS, DUTIES AND OBLIGATIONS OF MANAGER. a) EXCLUSIVE USE. During the Term of this Agreement, MANAGER shall have the exclusive right to use and possess interior areas of FACILITY, subject to CITY's right to use the outside surrounding areas and its right to enter for maintenance, repair, and inspection. b) COMPLIANCE WITH LAW. MANAGER shall be in compliance with all applicable federal, state, local laws. c) INSURANCE. MANAGER shall maintain coverage as specified in Section 7, naming CITY as additional insured. d) FINANCIAL RESPONSIBILITY. MANAGER shall be responsible for all damage, maintenance and repair costs associated with its use of FACILTY other than normal wear and tear or as further described in this Agreement. MANAGER shall be responsible for any taxes on its operations. e) MANAGER must provide staff for FACILITY main reception area Monday — Friday, 8am — 5pm, except State and Federal holidays.. f) MANAGER shall collect fees for and maintain an accurate schedule to be shared with CITY for all FACILITY use, exclusive of use by MANAGER and CITY. CITY shall have the right upon written notice to MANAGER to veto such schedule if the CITY determines that the fees are excessive, and MANAGER may in turn elect to terminate this Agreement thereafter upon ninety (90) days' written notice to the City. g) MANAGER, being dedicated to Economic Development, shall annually share with CITY data showing the number of its member businesses residing in Clermont in comparison to the previous year. The data shall be shared no later than March 1 for the previous calendar year. h) MANAGER shall repair and/or replace the projector, rental tables, and chairs that are transferred by CITY to MANAGER pursuant to this Agreement such that, at all times and until the Agreement expires or terminates, at least the same quality and number of projector, rental tables, and chairs are available inside the FACILITY. Additionally, upon termination or expiration of the Agreement, MANAGER shall transfer ownership of projector in main event room, rental tables, and chairs to CITY. MANAGER shall share financial documents sufficient to verify CITY'S share of the monthly Gross Revenue at the time that the CITY is paid its share. CITY shall be entitled to request additional documents necessary to satisfy the CITY's Finance Director of the authenticity of the amounts. MANAGER shall cooperate in any audits of the CITY that require verification of the Gross Revenues. j) MANAGER shall pay any tangible personal property tax on items transferred to MANAGER hereunder, if applicable. 6) RIGHTS, DUTIES AND OBLIGATIONS OF CITY. a) MAINTENANCE. CITY shall maintain the outside areas of FACILITY and shall be responsible for maintenance of HVAC, lighting, doors, plumbing, roof, and other structural matters. i) CITY, at CITY expense will replace carpeting and paint interior walls one (1) time every ten (10) year period. Colors and styles will be mutually agreed by MANAGER and CITY. Additional interior painting and/or carpet replacement shall be at expense of MANAGER with colors and styles mutually agreed. ii) CITY, at CITY expense will replace appliances (such as refrigerator, stove, etc.) as needed, but not more than one (1) time every 10 years. CITY will attempt to repair appliances prior to replacement. Replacement more than one (1) time in 10 years is at expense of MANAGER. b) CLEANING. CITY shall provide regular cleaning service to FACILITY at the same level and frequency as provided from October 1, 2024 —June 30, 2025. MANAGER may request or directly contract additional cleaning at MANAGER expense. i) CITY shall provide restroom paper products and supplies at same level as October 1, 2024—June 30, 2025. c) UTILITIES. CITY, at the expense of CITY, shall provide public internet, water, sewer, electric, trash services to FACILITY. CITY shall restore these services as quickly as possible in the event of interruption. All other services shall be the responsibility of the MANAGER. d) FACILITY USE. CITY shall have unlimited use of FACILITY for its meetings, events, or any other desired use, so long as FACILITY is not previously reserved for use by another party during CITY's desired time and date. CITY shall use FACILITY without paying a fee to MANAGER for its use. ii) MANAGER shall have unlimited use of CITY owned Highlander Building for its meetings, events, or any other desired use, so long as Highlander Building is not previously reserved for use by another party during MANAGER's desired time and date. MANAGER shall use Highlander Building without paying a fee to CITY for its use. iii) MANAGER shall have limited use of CITY owned Arts and Recreation Center for its meetings, events, or any other desired use, so long as Arts and Recreation Center is not previously reserved for use by another party during MANAGER's desired time and date. MANAGER shall use Arts and Recreation without paying a fee to CITY for its use up to three (3) times per calendar year. e) UPON TRANSFER OF FACILITY. At the start date of the initial term of this Agreement CITY shall: i) Provide clean space with operational appliances. ii) Transfer ownership of projector in main event room to MANAGER. Repair/Replacement at expense of MANAGER. iii) Transfer ownership of rental tables/chairs for main event room to MANAGER. Repair/Replacement at expense of MANAGER. iv) Provide all information related to future facility reservations booked through CITY. MANAGER shall honor all reservations and price. CITY and MANAGER shall work together to transfer funds related to reservations booked by CITY for rentals after July 1, 2025. v) CITY shall remove all CITY owned furniture, technology, equipment from the offices, reception area, Boardroom of the FACILITY. 7) INSURANCE. a) INSURANCE REQUIREMENTS. MANAGER shall procure and maintain at its own expense general liability coverage which provides not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence and not less than TWO MILLION DOLLARS ($2,000,000.00) aggregate. CITY shall be named as additional insured. b) PROPERTY INSURANCE. MANAGER shall provide insurance for any MANAGER owned removable and temporary property or equipment stored in FACILITY. c) EVIDENCE OF INSURANCE. MANAGER shall provide Certificates of Insurance to CITY as evidence of compliance with Agreement requirements. CITY shall receive at least thirty (30) days written notice of any required insurance being canceled, reduced, or materially changed. 8) TERMINATION OF AGREEMENT a) CONVENIENCE. Either party may, upon twelve (12) months written notice to the other party, terminate this Agreement for any reason whatsoever and without consequence or obligation of any kind. b) CASUALTY. In the event that FACILITY is rendered unusable beyond reasonable repair then either party may terminate this Agreement upon five (5) days written notice. c) EFFECTS OF TERMINATION. In the event of termination, MANAGER shall immediately relinquish FACILITY to CITY and deliver the FACILITY to CITY in the same condition existing at the commencement of the Agreement with the exception of normal wear and tear. 9) DEFAULT a) PARTY DEFAULT. In the event that a Party defaults under this Agreement, the non -defaulting Party may (1) seek injunctive relief, including specific performance; (2) terminate this Agreement, notwithstanding any provision in Section 8; and (3) any other remedy available at law or equity; or (3) any combination of the above. b) DEFAULT CURES. Prior to any claim for default being made, a Party shall have an opportunity to cure any alleged default. If a Party fails to comply with any provision of this Agreement, a non -defaulting Party shall deliver written notice to the defaulting Party specifying the default or non-compliance. The defaulting Party shall have ten (10) business days after delivery of such notice to cure the noncompliance. c) WAIVER. Either Party may waive its remedies under 9)a) in order to proceed with this Agreement. Such waiver shall only be valid if the party waiving the remedy has not already terminated the Agreement. 10) INDEMNIFICATION. The provisions of this Section 10 shall survive the termination or expiration of this Agreement. a) MANAGER agrees to indemnify, defend and hold harmless CITY, its officers, and employees from and against any and all third -party losses, claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses related to the defense of any claims, arising out of or resulting from MANAGER's use of FACILITY, except to the extent such claims are caused by CITY's negligence or willful misconduct. 11) NOTICES. All notices required by this Agreement shall be in writing and delivered personally or sent by certified mail, return receipt requested, or by nationally requested overnight courier service to the parties at the address set forth below or by email if an email address is listed below or such other address as the party may designate in writing by similar notice: To Licensee: SOUTH LAKE COUNTY CHAMBER OF COMMERCE Attn: David Colby, President and CEO 620 W. Montrose Street Clermont, FL 34711 With a copy to: To the City: City of Clermont Attn: City Manager 685 West Montrose Street Clermont, Florida 34711 With a copy to: Christian W. Waugh, cwaugh@waugh.legal 12) NO AGENCY OR PARTNERSHIP. MANAGER is an independent entity under this Agreement. The CITY and MANAGER are not partners, joint ventures, or principal or agent of the other. 13) MISCELLANEOUS a) SEVERABILITY. Should any part of this Agreement be invalid or unenforceable it shall not affect the validity and enforceability of the remaining portions. b) LAW AND VENUE. This Agreement shall be construed in accordance with the laws of the State of Florida and venue for any action based on this Agreement shall be in Lake County, Florida. c) PUBLIC RECORDS COMPLIANCE. MANAGER expressly understands CITY must comply with Florida's Public Records law. MANAGER agrees to comply with applicable requirements of Florida's Public Records Law as they relate to MANAGER'S obligations under this Agreement. d) AMENDMENT. This Agreement may only be modified in writing, signed by both parties. e) WAIVER. The failure of either party to enforce any provision of this agreement shall not be deemed a waiver of the right to enforce that provision or any other provision in the future. f) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral. 14) ENFORCEMENT COSTS. If any legal action or other proceeding arises out of this Agreement, or because of an alleged dispute, breach, default, misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable fees for attorney, court, related expenses (including tax), even if not taxable as court costs, including fees related to appeals in addition to any other relief such party or parties may be entitled. 15) UNAUTHORIZED ALIEN WORKERS. CITY will not intentionally award publicly funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationality Act ("INA"). CITY shall consider employment by contractor of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation shall be considered grounds for immediate cancellation of this Agreement by CITY. 16) VERIFICATION UNDER §787.06, FLA. STAT. The person signing on behalf of Licensee swears and affirms under penalty of perjury that Licensee does not use coercion for labor or services as defined in §787.06, Fla. Stat. IN WITNESS WHEREOF, this Agreement is executed and shall be binding on the parties only after all parties have signed below and shall be effective as of the Effective Date. THE CITY OF CLERMONT -04141 V Interim City Manager, ick Van Wagner Date: S% R 8,31.5 WITNESSES - Print Name: MfCer SillV"AAA-n/ LAKE CHAMBER OF President and CEO „Dlvid jolby Date: �2 $ Aa S ERCE Print ,a / . ./