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AGREEMENT ~ . '1/' I 1 AGREEMENT ; 1Jf TIllS AGREEMENT made and entered into on this /0 day of Djrd , 1987, by and between the CITY OF CLEARWATER, FLORIDA, a municipal corporation, hereinafter referred to as "City," and the CLEARWATER COUNTRY CLUB, INC" a Florida corporation, hereinafter referred to as "Club." WIT N E SSE T Ii: WHEREAS, the City owns certain land within the corporate limits of the City of Clearwater which has been used by the public for municipal golf course purposes since on or before 1937; and WHEREAS, the Club has leased the golf course property since June I, 1937, for the express purposes ofmaintai~ing and operating an 18-hole public golf course; and WHEREAS, the lease between the City and the' Club under which the golf course is presently operated will expire May 31, 1993; and WHEREAS, the City and the Club mutually desire to enter into a new lease concerning the continual maintenance and operation of the golf course by the Club; and WHEREAS, the City finds that the lease of the property for such use is for a proper public purpose; NOW, THEREFORE, in consideration of the premises and of the faithful performance by each of the parties of the covenants and agreements,between each other made, it is mutually agreed between the parties hereto as follows: 1. Lease of Property. For and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration to it in hand paid, -. the receipt whereof is hereby acknowledged, the City does hereby lease unto the Club that certain parcel of real property located in Plnellas County, Florida, which is more particularly described in Exhibit A attached hereto; herein, the "Property." 2. Term. The term of this agreement shall be for a period of fifteen (15) years beginning on the ~ day.of _rv1Ct'{ ,1987, and ending on ~ day of ~OLy , 2002, unless otherwise extended or terminated as provided in this agreement. Cc- r-' (' ".) ; , C ;~. /", (.. )/1. ),' ! \,~. "'~, .,. il ' ; /1':' '{ ! /C?-OQ3 - 6 . .' , ' I 1 3. Use of Property. The Club covenants and agrees to maintain upon the Property and operate in gcx:xi condition at all times an IS-hole golf course which will be available to the general public at competitive rates and at convenient and reasonable times. (a) In conjunction with the operation of a public golf course, the Club agrees to allow the public the opportunity for retail purchases of golf equipuent and custanary golf accessories at its pro shop, the rental of golf carts, the use of a driving range, and all other normally attendant golf activities. (b) It is expressly understood by the parties that the public is not invited to use the private country club facilities which are rraintained and operated on privately-owned property, rrore particularly described in Exhibit B attached hereto, surrounded by the Property. (c) All alcoholic beverages will be kept within the confines of the private country club facilities where, subject to municipal, county, state, and federal requirerrents, alcohol may be legally sold and consumed. No alcoholic beverages ahall be sold, consumed or stored on the Property. (d) The Club will provide sufficient parking spaces to be used by the general public and will maintain the spaces, all in accordance with City standards. (e) The Club covenants and agrees to make no unlawful, improper, or offensive use of the Property nor to permit its use in any way to become a nuisance to members of the general public. (f) The Club agrees to add to its identifying sign on the Betty Lane entrance that the course is available for greens fee play. 4. Maintenance. The Club agrees to maintain the Property, including all drainage features and improvements, and to keep the SanE in good repair during the tenn of this agreement. (a) The Club agrees that the City, upon proper notice, may enter upon the Property for the purpose of performing drainage work, including the re- alignment or widening of the creek wi thin the Property or its tributaries. The Ci ty will notify the Club of the scope and intent of City improverrent in advance and, should the Club disagree with the proposed improverrents, the matter will be detennined by the City Conlnission as the final arbiter. -2- I I (b) The City will not provide any maintenance to the creek and other drainage ponds which may exist or may come to exist. The Club wi 11 provide all maintenance of the Property. (c) The Club shall bear all costs of operating the public golf course as a public facility and shall be responsible for, and promptly pay, all costs of maintenance, repair, and utility services throughout the term of this agreement. There shall be no expenses chargeable to the City. The Club may retain fees and charges received and use them as necessary to ful- fill the requirements of this agreement. The City reserves the right to approve all plans and specifications for any improvements to the Property, and written approval from the City Manager must be received prior to any additions or improvements to the Property; such permission shall not be unreasonably withheld. (d) The Club agrees that any structures or other improvements which are permanently affixed by the Club on the Property shall become the property of the City at the expiration or termination of this agr~ement. S. Indemnification and Hold Harmless; Insurance. (a) The Club agrees to indemnify and hold the City and its employees harmless from and against any and all claims, demands, causes of action or lawsuits of whatever kind or character arising directly or ' indirectly from this agreement or the performance hereof. This indemnity clause includes, but is n'ot limited to, claims, demands, causl7s of act ion or lawsuits for damages or injuries t~ goods, wares, merchandise and property and for any bodily or personal injury or loss of life in, upon or about the Property. -. (b) The Club shall obtain at its own expense, and maintain during the term of this agreement, the insurance coverages set forth below: (1) Property Insurance - Real property including improve- ments or additions shall be insured. a. Form - All Risk Coverage - Coverage shall be no more restrictive than that afforded by the latest edition of Insurance Services Office forms CF001I, CF0013, CF0420, and CF12l0. If available, sinkhole insurance is to be included. If the provisions, of the Club's All Risk Coverage do not include sinkholes and the unavailability of such coverage is verified by the City's insurance consultants, the Club shall be deemed to be in compliance with this paragraph. -3- I t b. Amount of Insurance - The amount of coverage shall be the full insurable value on a replacement cost basis. c. Flood Insurance - When buildings or structures are located within an identified special flood hazard area, flood insurance shall be provided for the total insurable value of such buildings or struc- tures or the maximum of flood insurance coverage available under the National Flood Insurance Program, whichever is less. (2) Boiler and Machinery Insurance - If the buildings or structures include boiler(s), pressure vessel(s), or air conditioning/heating equipment, the Club shall maintain comprehensive insurance covering loss on the Property included liability for damage to property of others. a. Repair and Replacement, b. Amount of Insurance - $1,000,000,00 per accident. (3) Comprehensive General Liability - Coverage shall be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy filed by the Insurance Services Office and shall include: a. Minimum limits of $1,000,000.00 per occurrence combined single limits for bodily injury liability, personal injury, and property damage liabilit~. b. 'Premises and Operations. c. Independent Contractors. d. Products or Completed Operations. e. Personal Injury Coverage with ~mployees and '. contractual exclusions removed. f. Liquor Law Liability, if applicab Ie. g. Golf carts, or other golfing appurtenances, not owned by the Club but brought onto,the Property by others. -4- " ' I I (4) Business Auto Policy - Coverage shall be afforded on a form no more restrictive than the latest edition of the Busines~ Auto Policy filed by the Insurance Services Office and shall include: a. Minimum limits of $1,000,000,00 per occurrence, combined single limits for bodily injury liability and property damage liability. b. Coverage on all vehicles (owned, hired, and non- owned). (5) Workers Compensation - Coverage shall apply for all employees for statutory limits in compliance with the applicable State and Federal laws. In addition, the policy shall include employer's liability with a limit of $500,000.00 for each accident. If the self-insured status of the Club is approved by the State of Florida, the City agrees to recog- nize and accept such status upon proof of such approval. (c) Other Requirements. (1) The City shall be ,named as an additional insured on all insurance policies required under this agreement. (2) Copies of insurance certificates for all insurance required by the agreement, and copies of all insurance policies covering insurance required by this agreement, shall be furnished to the City Clerk of the City prior to the use of the Property. (3) Not less than 60 days notice of cancellation or restricted modifications of any insurance policy providing the coverage required by this agreement shall be required on all insurance policies. 6. Taxes. The Club agrees to pay any federal, state, or local taxes ~ which may be levied on the Property, or any improvements or uses placed thereon, but it is agreed that the uses herein contemplated serve public and municipal purposes, and the parties in no way waive any exemptions permitted by law. -5- I I 7. Assignrrent, Encumbrances Prohibited Without city Consent. The Club covenants and agrees not to assign this lease nor to sublet any portion of the Property without the prior written consent of the City, provided that said consent shall not be unreasonably withheld. Any attempt by the Club to pledge, encumber, hYfOthecate, sublet or assign without the prior consideration and consent of the City Conmission of the City shall render this agreenent null ,and void and shall be deerred an act of default by the Club if allowed to continue for a period of ITDre than 30 days after notice to the Club. 8. Tennination. The City r~tains the right to terminate this agreement for any municipal need oonsistent with the City's charter. The Ci tymay tenninate this agreement when the State of Florida or any of its agenc~es or political sub- divisions thereof require the Property or any portion thereof for a public iroprove- rrent. The City may terminate this agreerrent upon any act of default by the Club, after notice to the Club arrl a reasonable opportunity to cure the default. 9. Compliance With Laws and Ordinances. The Club agrees to operate and oonduct its acti vi ties covered by this agreerrent in accordance with all applicable statutes of the State of Florida and the charter and ordinances of the City of Clearwater, and agrees to purchase all necessary licenses and permits required by state and local goverI1llEnts. Further, the Club agrees to remit all sales taxes and other charges that may be assessed against the Property. 10. Wastewater Effluent. The Club agrees to allow the City to construct a treated wastewater effluent main to the Property for the purpose of irrigation. All construction and design for the treated wastewater effluent main will be at the City's expense. The Club will be responsible for all costs to cormect its irrigation system to this main, such cormection to be completed within ninety days after notice to the Club by the City. Should this wastewater effluent mai,n be constructed and made available to the Club, the Club agrees to use the effluent for general irrigation purposes as allowed by regulatory authorities. City agrees to give the Club reasonable notice prior to the corrmencenent of construction of the City's intent to install the aforesaid main. 11. Right to Inspect Property and Review Records. The City, with reasonable notice to the Club, shall have the right to inspect the Property and to review the Club's financial records pertaining to the operation of the 18-hole golf course. -6- " ' I I 12. Dnmage to Property. TIle Club agrees to deliver up the premises and all improvements at the termination of this agreement in as good a con- dition as they presently are or shall be at time of subsequent addition, ordinary use and acts of God excepted. In the event that the Property is not returned to the City in as good a condition as it presently is, ordinary wear and tear and acts of God excepted, then the Club shall be liable to the City for all actual expenditures (material and labor) necessary to return the Property to its present condition. In the event of a dispute regarding this provision, the parties agree to designate an impartial person to 'inspect the Property at the time it is returned to the City, and such determination from that inspection shall be conclusive and binding on both parties as regards to the condition of the Property. 13. Notices. Any notices provided for herein shall be sent by certified mail, return receipt requested, to: City Manager City of Clearwater P. O. Box 4748 Clearwater, FL 33518 Clearwater Country Club 525 Betty Lane N Clearwater, FL335l5 14. No Waiver. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants and conditions contained herein shall not be deemed a waiver of any subsequent breach, violation or default in or with respect to the same or any other covenant or condition hereof. 15. Affirmative Assurances of Club. During the term of this agree- ment, the Club, as part of the consideration for this agreement, does hereby ~ covenant and agree that: (a) No person shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Property on the grounds of race, color, religion, sex or national origin; and -7- I I (b) In the construction of any improvements on, over or under the Property, and the furnishing of services therein or thereon, no person shall be excluded from participation in, denied the benefits of, or other- wise be subject to discrimination on the grounds of race, color, religion, sex or national origin. IN WITNESS WHEREOF, the parties hereto have "executed this agreement the day and year first above written. WITNESSES: CLEARWATER COUNTRY CLUB, INC. p~4~ l1Ct4j/l- ~-L ~. Attest ~~~ SecrEU'ary CITY OF CLEARWATER Approved as to form and correctness: Attest: c~tfJ CA ~~~~f_ ~:iL. 'L'~ ~'-~__Cit)' C-Ierk< ';. II;., _,1 "I) " .. It I - ~XJlHHT A The HorLheillil 1/1, of the SOlJthc<lsl J./4 of 'Section la, Township 29 Soulh, Hnnge 15 East, Ie:;:; th~ \Jcst 5 feet, less the North 15 feet, less the pavement llnd curu of ~lilpJC Street and lJi11crest Drive lying Hitldn the South 30 feet of tile EilSt 30 fet!t ilnd less the Seaboard System Rallrond rieht-of-way. Together with tIle Southea~;t 1/1, of the Southenst 1/1, of siJid Section 10, less the Soulh 1209 feet lIl.o.l. of the East 30 feet, 1c:is t11(~ pavement and curb of 111l1cre~;t Drive lying wlLhin the North 120 feet of the East JO feet, less the South J3 feel, allu 1esu lht! \Jcut 17 feet. Together with the Nortlll~cst 1/11 of the SOUtlll'IC:;t 1/4 of SectJolI .ll, Towllship 29 South, Hllllge 15 East, less the East 12311 feet 11I,0.1. of the South 30 feet, less the pavement and curb of Haple Street lying within lllc \Jt!lit 90 feet of the South 30 feet, less the East 50 feet, lCBH the North 15 fcct, and less the Seaboard System Railroad right-of-way, Less and exccpt Ifillcrest Audltioll Subdivision as recorded in Plat llook 1/" Pag~ '19, of the Puulic Records of Pinellos County, Florida. & ' Less and excepl the following described tract: commence at the Northcnst corner . . of Lot 11 of sllid Ifillcrest Additionj thence run \.lest along the North Une of Iwid 111l1crcst Addition 20 feet to the point of beginning; thence continue \.lest, along :H1id North line 100 feet; thence run North, along a line parallel to the EilSt line of said Hillcrest Addition, 250.5 feet; thence run Nortl.cil:iterly, 15/..92 feet, to a point on a line 360 feet North of and parallel to tile North line of said Hillcrest Additionj thence run East, a.lo~lg nald llne 69 fect, to the \.lest right-of-way line of Ilighland Avenue; thence run Salltll, along Said HeHt right-of-way line, 360 feet to the poin~ of beginning, Less <lIId exccpt lhe following described tract: begin at 'the Southwest corner of Lot 4 of saId llillcrest Addition; thence run North alon& the \Jest line of said Ilillcrest AddtLion, /,02.5 feet; thence run Southwesterly, 7111.1 feet, to [l polnt on a linc 647 feet West of and parallel to the \Jest line of said lIillcrest Additionj thence run South, along said line, I,l fcet to the Noreh right-of-way line of Maple Street; thence run East, along said North "right-of-way .Unc, 647 feet to the point of beginning. Less and cxcept tile following described tract: commence at the intersectlon of the centerline of the Seauoard System Railroad tigllt-of-way and the centerline of Hetty Lane, as shown on the Plat of Country'Cluu Addition, as recorded in Plat !Jook 7, l'i1fie 36, of the -Puulic Records of Pinellas County, Florida; thence run along said centerline of the Seaboard System Railroad right-of-way and a curve to the left, chord bearing.N 00043'J7" E,' 339.12 feet; thence conL:lnue .:Ilong sHid centerJ.ine, N 77035'57" E, 03.1,'. feet, to the point of beginnlnp,j tllence run S 6033'43" E, 537.60 feet; thence run S 51046'23" E, 'lll.51 feet; thence run N 65005'57"E, Jll.30,feetj thence run N 21020'40" E 610,59 feet to the centerl.1.ne of said Seaboard System Railroad right-of-way; thence run 'along si.Jld centerlinc and a curve to the rlght, chord bearing S 76025'57" W, IJ6.lJ3 feet; thence cOlltlnlle along said centerline S 77035'57" \.J, 482,1,8 feet to tile point of beginnine, lcss the Seaboard System Rililroad right-of-way. Together tile follOldng rights and easements, namely: A right-of-way in cOlI\mon with thc pilrty of the first part for road or street purposes to alld -J:t'OIl\ said parcel convcYt!d over and along a strip of ICllld forty feet wide runnIng panlllel to illld immediately south of tile right-oE-wilY of the Seaboard Sy:;telll Hailroad, extending frolll lletty Lane on the \Jest to the lIbove described LrilcL all t: h e Ea s t , , . ., " . if) .... : . I , EXHIBIT B BEGIN at the intersection of the center line of Seaboard Airline Railway Co" and Betty Lane as shown on plat of COUNTRY CLUB ADDITION as recorded in Plat Book " page 36, Pinellas County Records and run thence along said Seaboard Airline Railway Co., center line and a curve to the left, chord bearing N 800 43' 37" E, 339.12 ft.; THENCE along said center line N 770 35' 57" E, 83,44 ft. for P.O.B. THENCE S 60 33' 43" E, 537,60 ft.; THENCE S 510 46' 23" E, 48.51 ft.; 11IENCE N 650 OS' 57" E, 311.38 ft.; TIIENCE N 210 20' 48" E, 610.59 ft., to center line of said Seaboard Airline Railway Co., THENCE along curve to right and said center line. chord bearing S 760 25' 57" W, 136.83 ft.; TIIENCE S 770 25' 57" W along said cent er line 482.48 ft. to P.O.B., less Seaboard Airline Railway Co., right-of-way. -.