FIVE YEAR LEASE AGREEMENT (2)
LEASE AGREEMENT
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THIS AGREEMENT made and entered into on the ;2 to day of 2002,
by and between the CITY OF CLEARWATER, FLORIDA, a municipal corporati n,
hereinafter referred to as "City", and Pinellas Community Center, Inc. AKA The Long
Center, hereinafter referred to as "Center", a Florida non-profit corporation whose
address in 1501 North Belcher Road, Suite 225, Clearwater, Florida 33765.
WITNESSETH:
WHEREAS, the City is a municipal corporation owning certain land located on
Belcher Road in the City of Clearwater; and
WHEREAS, the Center desires to lease said land from the City for the purpose of
operating a facility for public recreational, educational, and training programs, and to
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maintain and operate the property to be open and accessible to the public in a manner
;
generally consistent with the operation of City public recreational facilities, subject to
reasonable rules and regulations as may be established from time to time by the Board of
Directors of the Center hereunder; and
WHEREAS, the City finds that the lease of the property for such use is for a
proper public purpose; and
WHEREAS, the Center has established a foundation for the purpose of generating
monies to assist in maintaining the premises and its improvements; and
WHEREAS, the City is not obligated to meet the threshold as established by the
Foundation as part of its Agreement with the Community Foundation of Tampa Bay.
WHEREAS, it is understood that the operating budget of the Center is comprised
of a combination of public and private funds and such funds are not separated by the
Board of Directors.
WHEREAS, the City and the Center have partnered in the operation and operating
and maintenance of facility with the City offering a variety of programs for the residents of
the City of Clearwater; and
WHEREAS, the City and the Center desire to abolish the lease agreement
executed in 1991 in order to establish a new agreement that reaffirms mission of the
Center to provide local communities with quality recreational facilities that offer a broad
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range of activities for individuals and family groups of all ages and abilities and to better
specify financial obligations and facility use among the involved parties,
NOW, THEREFORE in consideration 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. For and in consideration of the sum of One Dollar ($1.00) per year and other
good and valuable consideration to it in hand paid, the receipt whereof is hereby
acknowledged, the City does hereby lease unto the Center that certain parcel of real
property located in Pinellas County, Florida, which is described in Exhibit A attached
hereto. . &
2. The term of this agreement shall commence on February .:JIi:.., 2002 and end
on April 18, 2016. This lease is renewable for successive five-year periods until April 18,
2046. However, nothing in this paragraph shall be deemed a waiver by the City of its
rights to cancel or not to renew this Agreement as provided in Paragraphs 16 and 20. As
used herein, the expression "term hereof' refers to the initial term hereunder and to any
extension thereof as herein provided.
3. The Center has constructed recreation, education and athletic facilities
(hereinafter referred to as the "Project") including but not limited to an Olympic size
swimming pool, an indoor gymnasium, a playfield, additions as may be approved from
time to time and accessory facilities related thereto. The development of the property has
been in accordance with a site plan approved by the City.
4. T~e City and the Center agree that the Board of Directors of The Pinellas
Community Center, Inc., dba The Long Center, will serve as the policy making body for
the facilities throughout the term of this Agreement. The Board of Directors of The
Pinellas Community Center, Inc., dba The Long Center, consists of a maximum of twenty
one members, and no less than two of the twenty-one will be appointed by the City and
one ex officio member to be the City Manager or his designee. The Long Center Board
of Trustees, for foundation development, may appoint three (3) members with one (1) of
the three (3) being a resident ofthe City of Clearwater. The Board of Directors shall
serve the Center according to its cmicles of incorporation and by-laws, which may not be
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amended in any manner which is inconsistent with any of the provisions of this agreement
during the term hereof without the consent of the City. The total number of members of
the Board of Directors of Pine lias Community Center, Inc., aka The Long Center, cannot
be increased without the consent of the City.
5. The Center shall not use the leased premises for any purpose or purposes other
than for recreation, education and training and in the use agreements as described herein.
6. The Center shall not have the right to assign this lease or sublease any of its
rights under this Agreement without the prior consent of the City. The Center shall not
have the right to mortgage, transfer, hypothecate, pledge or dispose of the leased property
in any form or manner whatever without the prior consent of the City.
7. The Center agrees that it will not make any physical changes to or construct
new permanent facilities on the leased property without City approval. The City Manager
or his designee will have authority to approve minor site plan changes, with City
Commission approval required for major revisions.
8. The Center shall make no unlawful, improper or offensive use of the leased
property nor permit its use in any way to become a nuisance.
9. To provide the lowest possible cost to the community the Center will
encourage Use Agreements for the project with other non-profit agencies whose mission
is to provide recreationaVeducational programs for the general public. These agencies will
be referred to as sponsoring agencies and will make a capital investment in the Center, in
an amount approved by the City and such approval will not be unreasonably withheld, and
pay fees or rentals for specific usage or space. The sponsoring agencies will provide
supervision and personnel necessary including contract instructors to conduct their
programs. In the case of core programming (Exhibit D) conflict(s), the Center will yield
the use time in support of the City. Any sponsor agency has the right to appeal to the
Executive Committee of the Center.
Priority order of scheduling:
1. Maintenance
2. Sponsoring Agency (Subject to the Center's policy on open community usage,
the Center, during all open hours, will schedule space within its facilities to
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accommodate public usage along with sponsor agency use, based on the annual
schedule. )
3. Rentals
4. Long Center Programs
It is understood that the sponsor agencies will meet on a regular basis to schedule
their core programs with the Long Center staff An approved schedule of core
programming will be distributed to the agencies at the same time the schedule is
established. For any conflicts not resolved by the agencies and Long Center staff, an
appeal to the Executive Committee can be made as noted above.
Any additional activities sought to be scheduled that compete with, encroach or
acoustically interfere with the City's approved core programs shall require concurrence
from the City. Such concurrence will not be unreasonably withheld by the City.
The following sponsoring agencies currently have Use Agreements:
Clearwater for Youth, Inc. Exhibit B
Upper Pinellas Association for Retarded Citizens Exhibit C
City of Safety Harbor Exhibit D
10. Subject to the provisions oftrus Section, the Center will be responsible for all
costs of operations, maintenance and repair of the Project including all improvements to
the leased property. All income derived from the use of the leased property by the Center
shall be used for the operation and maintenance of the Project. The City, as a sponsoring
Agency, and along with all other Sponsoring Agencies, in recognition of the benefits
derived by the City and the other Sponsoring Agencies from the use of the Project hereby
agrees to pay $327,510 for the first year oftrus agreement with an annual cost ofliving
adjustment of three percent for funding the operating requirements of the Project based on
the Center's annual Budget Plan. The City's obligation to pay is subject to the
appropriation of funds in the operating budget of the City for such purposes in each
subsequent fiscal year of the City; provided, that the City shall not be obligated to
appropriate ad valorem tax revenues for such purposes. (Under the Florida Constitution,
the City Commission cannot enter into an agreement that binds future City Commissions
to payments that. are not included in the annual budget. Also, an obligation to pay from ad
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valorem tax revenues may be construed as a "bond" for which referendum approval may
be required.)
(a) Annual Budget - The Center agrees that it will each year in accordance with the
City's schedule prepare and present a line item budget for the Center. Said budget shall
include, at a minimum, a projected income and expense statement and projected earned
balance sheet and statement of projected sources and applications of funds. Presented
budget to include previous fiscal year, proposed fiscal year and project budget for the
following fiscal year. In preparing the annual budget for the City, the following terms
shall apply:
(i) Total Revenues - Total revenues of the Center for purposes of the
annual budget shall include all revenues received from the Center from any source which
the Center is entitled to utilize to pay normal and necessary operating expenses, including
but not limited to activity card fees, daily user fees, remittances of lease payments, rental
of the Center's physical facilities from sponsor and non-sponsoring agencies, rentals
relating to the use of the Center's playgrounds and fields from non-sponsoring agencies,
UP ARC's share of common expenses, and contributions received by the Center from the
Foundation, more commonly known as the Long Center Foundation, Inc., a separate
corporation which serves as a private fund-raising organization for The Long Center. This
shall be provided in a line item format specifically detailing each category.
(ii) Total Expenses - Total expenses for the Center shall include but not
limited to, staff and personnel, maintenance, normal operating expenses required to
maintain and operate all physical facilities of the Center in a safe, acceptable and
customary fashion and all other capital expenditures deemed necessary for the operations
of the Center by its Board of Directors. This shall be provided in a line item format
specifically detailing each category and position.
(b) Adjustments - The parties of this lease recognize that there will be differences
between the budgeted operating financial performance of the Center and its actual audited
financial performance submitted to the City pursuant to Paragraph 16 of this lease.
(c) Facility Usage - In the case of core programming (Exhibit E) conflict(s), the
Center will yield the use time in support of the City. Recreational, offices (for City staff
and co-sponsored groups) and storage space will be provided for City programs, listed on
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Exhibit E, for the remaining term of this agreement and all subsequent agreements.
Recreation programs will be scheduled on a quarterly basis. The Center will provide to
the City a list of all annual continuous rentals 90 days prior to the commencement of the
City's fiscal year. The current list of annual rentals is listed on Exhibit F. The City agrees
to adjust its schedule to support these rentals. Any resident of the City of Clearwater or
member of a Sponsoring Agency shall be entitled to participate in a sponsored activity of
another Sponsoring Agency for the same fee as that charged to members or residents of
the Sponsoring Agency, so long as there is unfilled space in the activity.
(d) Use Outside of Normal Hours - Ifa Sponsoring Agency utilizes the indoor
facility of the Center outside of normal operating hours, the Sponsoring Agency shall pay
the incremental costs associated with the use of the Center's facilities for that activity.
Such costs, defined as the prevailing costs at the time, could include salaries of safety
personnel such as lifeguards, and security guards, payroll expenses for employees of the
Center and other reasonable identifiable costs associated with such program. If the
Sponsoring Agency chooses not to provide their own personnel then the Sponsoring
Agency and the Center agree to charge for use of the facilities outside of normal operating
hours to only reflect additional incremental costs incurred by the Center in connection
with these programs. The City is allowed four (4) weekend swim meets that will be
included in the annual contribution of the City not including any associated incremental
costs, which is defined as the prevailing costs at the time. Any additional swim meets will
be scheduled as rental events that will include pool rental fees and any additional
incremental fees at the time of the event.
(e) Capital Improvement Fund - Representatives of the Sponsoring Agencies and
the staff of the Center shall jointly prepare a report annually setting forth the projected
items for repair and replacement of the facilities of the Project for the next six years as
part of the city's budget process ("Repair and Replacement Report"). The Repair and
Replacement Report shall account for capital expenditures in an amount greater than
$2,000 necessary for the safe and acceptable use of all the facilities of the Center, which
are not otherwise accounted for as part of the Center's annual budget. All uses of such
funds must be approved by the Center Board of Directors. The City will annually
appropriate $67,000 into a CIP code to be used for said repairs annually (subject to annual
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City Commission approval). The Center shall be allowed access to such funds for items,
which may not be listed on the approved Maintenance Fund List in an emergency situation
(i.e., hurricane, accident, health, safety, systems failure) with approval ofthe City's
Director of Parks and Recreation. Capital Improvement Funds are due and payable from
the City upon receipt of invoice from the Center on a project-to-project basis.
11. The Center agrees that all buildings and other improvements which are
permanently affixed to the leased property shall become the property of the City at the
expiration of this lease.
12. The Center agrees to indemnify and hold the City and its employees harmless
from and against any and all claims, demands, and causes of action or lawsuits of whatever
kind or character arising directly or indirectly from this agreement or the performance
hereof, unless such claims are a result of the City's sole negligence. This provision shall
survive the termination of this Lease Agreement.
13. The Center shall purchase and maintain through the term of this Lease
Agreement the insurance coverage set forth below:
a. Property Insurance Real property (including improvements or additions).
1. Form - All Risk Coverage. Coverage shall be no more restrictive
than that afforded by latest edition ofInsurance Services Offices Forms CFOOll, CF0013,
CF0420, and CF1210. Ifavailable, sinkhole insurance shall be included. If the provisions
of the All Risk policy do not exclude sinkholes, as verified by the City's insurance
consultants, the Center shall be deemed to be in compliance with this paragraph.
2. Amount ofInsurance. The amount of coverage shall be the full
insurable value on a replacement cost basis.
3. Flood Insurance. Ifbuilding or structures are located within an
identified special flood hazard area, flood insurance shall be provided for the total
insurable value of such building or structure or the maximum of flood insurance coverage
available under the National Flood Program, whichever is less.
b. Boiler and Machinery Insurance If the improvements include boiler(s),
pressure vessel( s), or air conditioning/heating equipment, the Center shall maintain
comprehensive insurance covering the equipment loss on the demise property resulting
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from the maintenance and operation of such equipment, including but not limited to repair
and replacement of the equipment and liability damage to the property of others.
c. Commercial General Liability
1. Minimum limits of $1,000,000 per occurrence combined single
limits for bodily injury liability and property damage liability.
2. Premises and operations coverage.
3. Independent contractors coverage.
4. Products and completed operation coverage.
5. Personal injury coverage with employees and contractual exclusions
removed.
6. Liquor law liability, if applicable.
d. Business Auto Policy Coverage shall be afforded on a form no more
restrictive than the latest edition of the Business Auto Policy filed by the Insurance
Services Office and shall include:
1. Minimum limits of$1,000,000 per occurrence combined single
limits for bodily injury liability and property damage liability.
2. Coverage on all vehicles (owned, hired, and non-owned).
e. Worker's Compensation Coverage shall apply for all employees in an amount
at least equal to the statutory limits of coverage according to applicable State and Federal
laws. In addition, the policy shall include employer's liability coverage with a limit of
$500,000 per occurrence.
f Other Requirements
1. If the self-insured status of the Lessee is approved by the State of
Florida, the Lessor agrees to recognize and accept same upon proof of such approval.
2. The City shall be named as an additional insured on all insurance
policies purchased and maintained by the Center under the terms of this Lease, except
workers' compensation coverage.
3. Copies of insurance certificates for all insurance required by this
agreement from the Long Center shall be furnished to the City Clerk of the City of
Clearwater. Copies of the insurance policies for all insurance required from the Long
Center by this agreement shall be furnished to the City Clerk of the City of Clearwater
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upon request of the City of Clearwater. The City may provide any insurance coverage
required by this agreement, or for any program or event held at the Long Center, by self-
insurance, by self-funding, by purchase, or by any combination thereof at the sole option
of City. Insurance coverage and limits shall be evidenced by delivery to the Center of
letters of self-insurance or self-funding executed by City's Risk Manager, or by certificates
of insurance executed by either the agent for the insurers or the insurers or by copies of
policy declaration pages. Such letters, certificates, and policy declaration pages shall list
all coverage (including the amount of insurance per claim and per occurrence, any gap in
coverage, and the name of the excess insurer) and policy limits with expiration dates.
4. Each insurance policy shall provide that no less than forty-five (45)
days' notice of cancellation or restrictive modification of the policy shall be furnished to
the City.
14. Any.co-sponsored group using the Center shall provide to the Center a policy
of general liability insurance naming the Center as a co-insured or additional insured with
minimum policy limits of $500,000 covering any and all programs and events ofthe group
held at the Center.
15. The Center shall pay any Federal, State and local taxes and special
assessments which may be levied on the leased property and any improvements placed
thereon, but it is agreed that the uses herein contemplated serve proper public and
municipal purposes, and the parties in no way waive any exemptions permitted by law.
16. If, at any time during the term of this Agreement or extension thereof, the
Center should default in the performance of any of its obligations required hereunder, then
the City shall furnish to the Center a notice in writing specifying the default and giving the
Center thirty (30) days, or such amount of time as may reasonably be required to cure
such default using diligent efforts, in which to correct the default. If the default is not
corrected within thirty (30) days, or such reasonable amount of time after giving the
notice, then the City may terminate this Agreement and immediately take possession of the
leased property, and all improvements thereon shall become the property of the City.
17. The Center, no later than six (6) months after the end of each of its fiscal years
during the term of this Agreement, shall provide the City with a copy of the Center's
annual financial statements, including a balance sheet and income statement relating to the
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Center's operations under this Agreement. Each month the City will be provided with
internally prepared financial statements including a balance sheet and income statement
comparing actual results with the budget.
18. The City, with reasonable notice to the Center shall have the right to inspect
the leased premises and to review the Center's financial records pertaining to the Center's
operation.
19. Any notices provided for hereunder shall be sent certified mail, return receipt
requested, to the City, c/o City Manager, P.O. Box 4748, Clearwater, FL 33758, and to
the Center, c/o Executive Director, 1501 North Belcher Road, Suite 225, Clearwater, FL
33765, or to such other address as either party by written notice to the other may direct.
20. The City retains the right to terminate this Agreement for any municipal need
determined by the City Commission to be necessary for a superior public purpose and
consistent with the City's Charter. In addition, the City may terminate this Agreement in
the event that the State of Florida or any of its agencies or political subdivisions thereof
requires the leased property or any portion thereof for a public purpose. In either event,
the Center shall be entitled to just compensation for its investment in the leased property
and for its relocation expenses to another site within Pinellas County.
IN WITNESS WHEREOF, the undersigned parties have set their hands and seals
the day and year first above written.
Bri~jh
Mayor-Commissioner
CITY OF CLEARWATER, FLORIDA
By ~'~~c:1r
William B. Home II
City Manager
Countersigned:
Approved as to form:
Attest:
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Attest:
Witnesses:
VV'lcSL vO~ dJJ.-
7-1/ f7~
M
~~e;;;;t
President
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EXHIBIT A
A tract of land lying within the Northwest 1/4 of Section 7, Township
29 South, Range 16 East, Clearwater, Pinellas County, Florida and
being more particularly described as follows:
Commence at the Northwest corner 'of said Section 7; thence
S89~35'50"E, along the North line of theNorthwest 1/4 of said Section
7, for 55.00 feet to the East right-of-way line of Belcher Road;
thence SOO~04'51"E, along said East right-of-way line and along a line
being 55.00 feet East of and parallel to. the West line of the
Northwest 1/4 of said Section 7, same also being .t:h~ . be?x Ing basis of
this description, for 480.50 feet to the Southwest corner of that
property described in O.R. Book 6247 on page 1429 and being the POINT
OF BEGINNING: thence S89035'50"E, along the South line of said
property, and along a line 480.48 feet South of and parallel to the
North line of said Northwest 1/4, for 390.04 feet to the center of a
sanitary manhole; thence continue. S89035'50"E, along said parallel
line, for 272.65 feet to the centerline of a creek; thence
southeasterly approximately 850 feet along said centerline, same also
being the westerly bounds of that certain property described in O.R.
Book 5851, on page 1012, the following nine (9) courses being used for
closure purposes; (1) thence S33042'24"E, for 10.60 feet; (2) thence
S20046'23"E, for 139.50 feet; (3) thence SOlo02'42"E, for 100.92 feet;
(4) thence S26041'04"E, for 42.96 feet; (5) thence N83042'51"E, for
33.70 feet;. (6) thence S65053'11"E, for 50.08 feet; (7) thence
S54052'27"E, for 146.40 feet~ (8) thence S47012'36"E, for 199.78 feet;
(9) thence S79053'47"E, for 93.99 feet; thence, leaving said creek
centerline, S89036'lO"E, for 95.00 feet to the perpendicular
intersection with the East line of the Northwest 1/4 of the Northwest
1/4 of said Section 7;. thence SOO 0 23' 50"W, along said East line, for
324.98 feet to the Southeast Corner of the Northwest 1/4 of the
Northwest 1/4 of said Section 7; thence N89044'07"W along the South
line of the Northwest 1/4 of the. Northwest 1/4 of said Section 7,for
232.83 feet to a point on the northeasterly right~of-way line of a
60.00 foot Seaboard Coast Line Railroad right-of-way; thence
N72045'16"W, along said northeasterly line, for 1085.20 feet to the
East right-of-way line of Belcher Road; thence NOOo04'51"W along said
East line and along a line 55.00 feet East of and parallel to the West
line of the Northwe~t 1/4 of said Section 7, for 539.23 feet to the
POINT OF BEGINNING, -and containing 15.78 acres, more or less.
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EXHIBIT B
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LEASE AGREEMENT
THIS AGREEMENT is made effective the 30th day of June,
1990, by and between The Pinellas Community Center a.k.a.
The Long Center, a Florida nonprofit corporation, whose
address is 1501 North Belcher Road, Suite 225, Clearwater,
Florida 34625 (hereinafter referred to as "Center"), and
Clearwater For Youth, a Florida nonprofit corporation, whose
address is 1501 North Belcher Road, Suite 236, Clearwater,
Florida, 34625 (hereinafter r.eferred. to as "CFY").
WIT N E SSE T H:
WHEREAS, Center is a nonprofit corporation with
recreational and educational facilities (hereinafter
referred to as the "Project") on real property owned by ~he
City of Clearwater and being leased to the Clearwater Youth
Recreation Center, Inc., now known as The Center Foundation,
Inc., under that certain Lease Agreement dated December 29,
1986 (hereinafter as Exhibit "A" and incorporated herein by
reference; and
WHEREAS, CFY desires to use a portion of the Project to
establish its equipment storage and administrative offices
and to provide recreational and sports activities to the
youth of this community and their families that will advance
the mission and purpose of CFY allowing all children from
all levels of society to play together in harmony, and which
allows children to reach their fullest potential through
enriching and productive activities.
WHEREAS, Center finds that such use of the property is
for a proper public purpose; and
WHEREAS, The Center has established a construction fund
for the purpose of generating monies to construct the
Project and its improvements; and
WHEREAS, CFY has invested in the Project by providing
contributions to such construction fund of certain monies to
be used for construction of the Project and its
improvements, as more specifically described hereinafter.
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. Recitals. The above recitals are true and correct
and incorporated herein by reference.
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2. Premises and User Fee. For and in consideration of
the sum of One Dollar ($1.00) per year, and other good and
valuable consideration to it in hand paid by CFY, the
receipt and sufficiency of which are hereby acknowledged,
The Center does hereby grant and assign to CFY the exclusive
use of the Project, as more particularly described and
depicted on Exhibit "B" attached hereto and incorporated
herein by reference (hereinafter referred to as the
"Premises") .
3. TERM. The term of this Agreement shall commence
on the date CFY takes occupancy of the Premises, and,
provided CFY remains a viable nonprofit corporation in
substantially the same form as it exists on the date hereof,
and provided it continues to advance its mission and purpose
as set forth in its Bylaws, the term hereof shall continue
for a period consistent and concurrent with the term of the
Lease, as the same is extended from time to time in
accordance with Paragraph 2 of the same. Should this
agreement be terminated as a result of the termination of
the Lease, The Center hereby covenants and agrees to
compensate CFY for its pro rata and equitable share of any
proceeds received upon such termination of the Agreement as
specified in Paragraph 24 of the Lease. .
4. Use of Premises bv CFY. CFY shall use the Premises
for its administrative offices, and to provide recreational,
sports and other activities to the citizens of this
community. The Center agrees to use its best efforts when
allocating the use of facilities in the Project among the
Sponsoring Agencies (as defined below), to accommodate CFY's
programming needs. CFY shall make no unlawful, improper, or
offensive use of the Premises, nor permit its use in any way
to become a nuisance. CFY use of and access to (and its
patrons' use of and access to) the Premises and the
facilities of the Project, including parking spaces, shall
enjoy the same superiority as that enjoyed by YWCA, UPARC,
the City of Clearwater, and the city of Safety Harbor
(hereinafter referred to as the "Other Sponsors" or
"Sponsoring Agencies"). CFY shall be charged on a pro rata
basis for its use of the facilities of the Project and such
charges shall be consistent with and in proportion to those
charged by the Center to the Other Sponsors, and shall be
subject to the same rules, regulations, and policies as
imposed on the Other Sponsors.
5. Operatinq Expenses. CFY shall be responsible for
paying its pro rata and equitable share of the operating
expenses of the Project not to exceed Four Thousand Eight
Hundred Dollars (4,800.00) and payable in equal monthly
installments of Four Hundred Dollars ($400.00). The
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operating expenses may include, but shall not be limited to,
utilities (exclusive of telephone services), insurance,
janitorial service, grounds maintenance, waste removal,
water, sewer, replacement costs of capital improvements, and
common area maintenance. CFY's payment of its pro rata
share of the operating expenses of the Project may be
increased or decreased on an annual basis consistent with
and in proportion with the annual increases or decreases
charged to the Other Sponsors. The Board of Directors of
the Center shall determine and levy the assessments for the
operating expenses.
6. Maintenance. The Center shall maintain and keep in
good condition and repair any and all interior systems,
fixtures, equipment, and machinery servicing the Premises,
including, but not limited to, all mechanical and electrical
systems and equipment, plumbing systems, water-heating
systems, and heating and air-conditioning systems. The
Center shall also keep and maintain the bathroom facilities
in the Project, the common areas of the Project, the parking
lot and grounds of the Project, and the Center and
structural portions of the Project in good condition and
repair , including the exterior masonry walls and the roof
of the Project. Notwithstanding anything contained herein
to the contrary, CFY shall be responsible for providing, at
its own expense, any equipment, fixtures, machinery, or the
goods and effects needed and utilized by it in its daily
operations and instruction of its citizens in the Premises,
and shall also be responsible for paying the cost of
maintaining, installing, and repairing any and all such
equipment, fixtures, machinery, and other goods and effects.
7. CFY's Fixtures. At the termination of this
Agreement, CFY shall, if not in default hereunder and if no
damage will result to the Premises thereby, remove its
detachable fixtures, equipment, machinery, goods and
effects, and those of all persons claiming by, through, or
under it, and shall surrender the Premises and all
improvements thereto in good order, repair, and condition,
reasonable wear and tear expected, to The Center or its
SUccessors or assigns. Any permanently-installed fixtures,
alterations or improvements shall be deemed real property,
and at the option of The Center, shall remain the property
of The Center at all times during and after the term hereof.
In the event The Center permits CFY to remove any such
permanently-installed fixtures, alterations, or
improvements, and any damage to the Premises results from
such removal, CFY shall repair such damage at its own
expense, and shall restore the Premises to the same repair
and condition as when CFY took possession thereof,
reasonable wear and tear expected.
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8. Teleohone Service. The Center shall be responsible
for bringing telephone service to the Project, and CFY shall
be responsible for securing telephone service to the
Premises. CFY shall also be responsible for making the
monthly payment therefore directly to the service provider.
9. Caoital Imorovements. Should CFY desire to make
any capital improvements to or expansion of the Premises,
CFY shall first secure the written approval of the Board of
Directors of the Center for any or all such improvements,
which approval shall not be unreasonably withheld.
10. Insurance. The Center shall' keep the Project
insured as required, to the extent applicable, by the
provisions of Paragraph 18 of the Lease. Said insurance
policies shall include a standard waiver of subrogation
clause against CFY and shall name CFY as an additional
insured thereunder.
CFY shall at all times and at its cost maintain public
liability insurance on the Premises with a combined single-
limit of at least $1,000,000.00 for personal injury, death,
and property damage, which insurance requirement may be
increased from time to time at the direction of the Board of
Directors of the Center. Said public liability policies
shall carry the names of The Center and CFY as the named
insureds as their respective interests may appear, and CFY
shall provide The Center with a copy thereof upon taking
occupancy of the Premises and, upon request from The Center,
it shall exhibit receipts showing payment of premiums. Such
policies shall further provide that the insurer shall not
cancel, alter or allow expiration or other termination
thereof without at least twenty (20) days' prior written
notice from such insurer to The Center.
CFY shall at all times and at its expense maintain
insurance against loss by fire and other casualty with
extended coverage on its furniture, fixtures, inventory,
equipment, supplies and personal property located in the
Premises, and said policies shall include a standard waiver
of subrogation clause against The Center.
11. Insoection. The Center, upon giving reasonable
notice to CFY shall have the right to inspect the Premises
at all reasonable times.
12. Assignment. CFY shall not assign the Agreement or
any of its rights hereunder without the prior written
consent of the Center which consent will not be unreasonably
withheld. If The Center consents to any such assignment,
4
. .--. .-.... ....-.. .~.., -... - ..' . -..
CFY shall only be permitted to assign this Agreement or its
rights hereunder to another organization or entity whose
mission and purpose are consistent and not in conflict with
those of CFY.
13. Compliance with Laws and Requlation. CFY shall
comply with all federal, state, county, and city laws,
ordinances, rules and regulations affecting or respecting
the use or occupancy of the Premises by CFY or the business
at any time thereon transacted by CFY, and CFY shall comply
with all reasonable rules which may be hereafter adopted by
The Center for the protection, welfare and orderly
management of the Project and its users or occupants.
14. Cleanliness of Premise. CFY will keep the
interior and/or exterior of the Premises clean and will not
store any refuse, trash, or hazardous materials in the
Premises or in or around the Project of which the Premises
form a part, other than in the refuse containers provided by
The Center.
15. Redeliverv of Premises. CFY shall, on the
expiration of this Agreement, deliver up the Premises in as
good order and condition as it now is or may be put by The
Center, reasonable use and ordinary wear and tear thereof
and damage by fire or other unavoidable casualty.
condemnation or appropriation expected, and CFY shall
promptly surrender all keys to the Premises to The Center.
16. Representation of Board of Directors. The Center
hereby grants CFY voting representation of the Board of
Directors of The Center, equal to the voting representation
enjoyed thereon by the Other Sponsors.
17. Siqnage. The Center hereby grants CFY the right
to have its corporate sign on Belcher Road as a part of the
Center's signage. CFY shall be permitted signage of equal
quality, size, distinction, and exposure as the Other
Sponsors. In addition to signage on Belcher Road, The
Center hereby grants CFY signage in the Center's main
entrance/courtyard area, and on all doors and entrances to
the Premises. All signage must be in accordance with local
ordinances, rules, and regulations.
18. Validity. It is understood and agreed that in the
event any provision of the Agreement shall be adjudged,
decreed, held, or ruled to be invalid, such portion shall be
deemed severable, and it shall not invalidate or impair the
agreement as a whole or any other provisions of this
Agreement.
5
19. Successors and Assiqns. This Agreement and all
provisions, covenants and conditions thereof shall be
binding upon and inure to the benefit of the heirs, legal
representatives, successors, and assigns of the parties
hereto.
20. Survival. This Agreement shall remain in full
force and effect and shall survive any merger or
consolidation of The Center with any other entity, or any
merger or consolidation of CFY with any other entity. If
The Center or CFY should so merge or consolidate with
another entity during the term of this Agreement, such
merger or consolidation shall not be deemed to constitute a
default hereunder, and the resulting entity shall succeed to
all the respective rights, duties and obligations of The
Center or CFY under this Agreement.
21. Entire Aqreement. This Lease Agreement and the
exhibits attached hereto constitute the entire agreement
between the parties and supersede all' prior agreements.. No
waivers, modifications, additions, or addenda to this
Agreement shall be valid unless in writing and signed by
both The Center and CFY.
22. Governinq Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Florida.
23. Arbitration of Controversy. All controversies,
claims, disputes concerning the construction, performance or
breach of this or any other agreement between the parties
hereto, whether entered into prior or subsequent to the date
of this Agreement, shall upon demand and notice by either
party, be determined by private arbitration with the
appointment of arbitrators by each side and a third
arbitrator by the two sides. The decision of the
arbitrators or a majority of them shall be final.
24. Recordinq. This Lease Agreement shall not be
recorded; however, a short-form Agreement reflecting the
parties hereto, the commencement date and term of this
Agreement, and a description of the real property upon which
the Project is located may be recorded in the Public Records
of Pinellas County, Florida.
25. Notices. Any notices provided for hereunder shall
be sent by certified mail, return receipt requested, to The
Center, c/o Executive Director, 1501 North Belcher Road,
Suite 225, Clearwater, Florida 34625, and to CFY, c/o
Executive Director, 1501 North Belcher Road, Suite 236,
6
J '. 4_'
Clearwater, Florida 34625, or to such other address as
either party by written notice to the other may direct.
26. Attornevs' Fees. Should it become necessary for
either party to enforce this Lease Agreement by legal
process, including arbitration proceedings, all costs of
such proceedings, including reasonable attorneys' fees
through and including any appellate proceedings, shall be
borne by the non-prevailing party.
IN WITNESS WHEREOF, the undersigned parties have set
their hands and seals the day and year first above written.
Witness:
The Center
By:
Charles S. Gamble
President
"THE CENTE:R"
CLEARWATER FOR YOUTH
By:
Ron Miller
Chairman
"CFY"
7
December 12, 1988
USE AGREEMENT
THIS AGREEMENT is made and entered into thls ~ day of
December ,1988, by and be tween THE CENTER FOUNDAT I ON, I NC. . a
Florida nonprofit corporation, whose address is 2037 Gulf-to-~ay Boule-
vard, Suite "A", Clearwater, Florida 3462:l (h'!!reinafter r'!!ferred to as
"Foundation"), and THE UPPER FINELLAS ASSOCIATION FOR RETARDED
CITIZENS, INC., a Florida nonprofit corporation, whose address is 2199
Calumet, Clearwater, FL 34625 (hereinafter referred to as "UPARC").
WIT N E SSE T HI
WHEREAS, Foundation is a nonprofit corporation developing recr'!!-
ational and educational facilities (hereinafter referred to as the
"Project") on real property owned by the City of Clearwater and being
leased to the Clearwater Youth Recreation Center, Inc., under that cer-
tain Lease Agreement dated December 29, 1986 (hereinafter referred to
as the "L'!!ase"), a copy of which is attached hereto as EKhibit "A" and
incorporated herein by reference; and
WHEREAS, UPARC d'!!sires to use a portion of the Project to establish
a facility engaged in providing services 'for citizens who are develop-
mentally disabled. and who are presently served by UP ARC or who _shall
become eligible for said services according to UPARC admissions crite-
ria, and
WHEREAS, Foundation
proper public purpose;
finds that such use of the property is
and
for
WHEREAS, Fou~dation intends to establish a cDnstruction fund for the
purpose of generating monies to construct the Project and its improve-
mentsl and
W~~REAS, UPARC intends to invest in the Project by making a contri-
bution to such construction fund of certain monies to be used for con-
struction of the Project and its improvements,
)
NOW, THEREFORE. in consideration of the premises and of the faithful
performnnce by each of the parties of the covenants and agr'l!ements be-
tween each other made, it is mutually agreed between th'!! parties hereto
as follows:
1. User Fee. For and in consideration of the sum of One Dollar
,($1.00) per year, and other good and valuable consideration to it in
hand paid by UPARC, the receipt and sufficiency of which are hereby ac-
~.:nowledged, Foundation does hereby assign UPARC the use of that certain
portion of the Project which is more particularly described on Exhibit
"B" attached hereto and incorporated herein by reference (h'!!reinafter
referred to as the "Premises").
2. Term. The term of this Agreement shall commence on the date
UPARC takes occupancy of the Premises, and shall continu~ for a period
consistent and coincident with the term o'f the Lease attached hereto
and incorporated herein as EKhibit "A". At the end of the initial 15
year period described in said Lease, UPARC may, upon one year's written
notice, elect to terminate this agreement, together with all rights and
responsibilities appertaining thereto.
)
3. Use of oremises by UPARC. UPARC shall U5e the Premises to de-
v'l!lop facilities which will provide edllcational, vocational, and oth'!!r
opportuni ties and services for the ci tizens of the communi ty .,ho h~vE' n
developmental disability. UPARC shall make no urllawful, improp'!!r or
of fensi ve use of the Premises, nor permi tits U5e 1n any ~"'Y to becom..
a nuisance. UPAnC's use of the Premises and facilities o'f the project,
including pcor~:.ing spaces, shall enjoy the same superiority as that en-
Joyed by Clearwater for Youth cond tIle City of Clearwater P~rks and Rec~
reation Department. The Foundation recognizes that not less than 150
non-e~:clusive par~;ing spaces must be available for UPARC staff and vol-
unteers during each ~orking day.
(4) I!,-ird-P~~l)se of Premises. Foundation shall be 0'11 lowed to
per\ult other group5 or orgr.\nizations to use the Premi5es with the p,-ior
"kllowledge alld wril:ten cOllsent of UPAHC, LIS long as such use does not
conflict with the use thereof by UPARC. Should a thir'd-poJrty be per-
mitted to use the Premises, said third-pcorty user shall be assessed its
pro rata and equitable share of the occupancy eMpenses incurred during
EXHIBIT C
a
. .:
)
,)
said month, or a set fee as determined by the L~oi',rd of Tru!>tees of the
Foundation, ~nd ~aid amount in its entirety shall be credited to UPARC.
5. Contribution to Construction Fund. To provide funds for the
construction of the Project, UPARC hereby covenants and agrees to con-
tribllte the proceeds it receives from the sale of its 8.4 acres located
:at 219~ Calumet, Clearwater, FL 34b2~ (the "Existing Facility">, or One
Hillion dollars ($1,000,001).001, whichever is less (the "',1PAHC Contri-
bution"l, to the construction fund created by Foundation for the
Project. Upon complete execution of this Agreement, UPARC covenants
and agrees to begin marketing the Existing Facility for sale, and
agrees to promptly make diligent and good-faith effort to consummate
the sale. UP ARC shall be the sole Judge of the reasonableness of an
offer to purchase said property, and does not guarantee that such a
sale and purchase will occur. UPARC further agrees that upon the clos-
ing of the sale of the Existing ,Facility, UPARC shall pay to Foundation
the UPARC Contribution. In the event the sales proceeds r.eceived by
UPARC consist of cash and a promissory note and mortgage, Foundation
shall receive all cash proceeds available at the closing, as well as
all payments together with interest thereon until such time as Founda-
tion has received the total UPARC Contribution, plus all interest on
the deferr~d paym~nts. In the event the cloging shall t.ke place prior
to UPARC taking occupancy of the Premises, the UPARC Contribution real-
ized from the closing shall be invested at a rate and for a term which
~hall be determined collectively by both the Board o'f Direcfors of
UPARC and the Board of Trustees of Foundation. Any interest earned dur-
ing this period shall be credited to UPARC.
6. Allocation of Ey.oen!fes. 1 t is the intent of the pal-ties hereto
that UPARC shall operate as a separate and freestanding entity. To ef-
fect this goal, and to the extent possible, the Foundation shall secure
separate m~ters and billings for utilities provided to the Premises,
separate HVAC system for the Premises, separate telephone service to
the Premises, and any other system or service req~ired by UPARC to con-
duct its regular activities at the Premises. :To the extent that Foun-
dation cannot secure separate metering or billings for se,.vices ,.en-_
dered to t~e Premises, the Board of Trustees of the Foundation, shall
assess UF'ARC monthly 'for its pro rata and equitable share of the usage
thereof. These services may include, but shall not be limited to, gar-
bage disposal or trash pickUp. \
The term "pro
shall be defined
UPARC facilities
property.
rata and equitable share" as used in this agreement
as the percentage of building footprint occupied by
as compared to the total building footprint on the
7. Maintenance, Replacement and Doerating E~oenses. UPARC shall be
responsible for paying the cost of maintaining and repairing any ~nd
all interior systems, fixtures, equipment, and machinery servicing ac-
tually used by UP ARC and under its control. UPARC shall pay for any
repairs or improvements made by it, or made by another pursuant Lo its
request or instruction,' to the Premises. UPARC shall provide at its
expense any equipment needed and utilized by it in its daily operations
and instruction of its citizens in the Premises.
Foundation shall assess all users of the project, inc luding UPAHC,
for their pro rata and equitable share of the e~terior and/or common
maintenance, replacement, and operating expenses incurred by the
Project. The Board of Trustees of the Foundation shall determine and
levy said assessments from time to time.
, \
8. Capital Improvements. Should UPARC desire to ma~e any capital
improvements to or expansion of the Premises, UPARC shall first secure
the written approval of the Board of Trustees of the Foundation for any
or all such improvements. Such approval shall not be' unreasonably
withheld.
9. Insurance. Foundation shall keep the Project insured as re-
quired, to the eMtent applicable, by the provisions of Paragraph 19 of
said Lease between the City of Clearwater and the Clearwater Youth Rec-
reation Center, Inc. Said insurance policies shall include a standa,-d,
wniver of subrogation clause against UPARC. Foundation shall'~assess
UPARC and any other Llmiler users of the Project for-their pro rata and
equitable share of Bueh insurance premium, as determined from time .,to
time by the Board of Trustees, and UPABC shall be nam~d ag an addi-
tional insured on illl15aid polieie';. -.' '_-:--__h__ -------.1
. .
(a) UP ARC sh~ll ~t all times and at its COgt m~intain pUblic li-
~bility insurance on the Premises with a combined single-limit of at
least $1,000,000.00 for personal injury, death, ~nd property d~moge.
Said public liability policies shall carry both the names 01 Foundation
and UPARC a5 the named insured as their respective interests may appear
and UPARC shall provide Foundation with a copy ther!?of at commencement
of construction and upon request from Foundation. it shall e:lhibit re-
ceipts showing payment of premiums. Such policies shall further pro-
vide th~t thE: insurer shall not c~ncel, ~lter or ~110l~ e:<piration or
other termination thereof without at le~st twenty (21)) days prior '~r-it-
ten notice from such insurer to Foundation.
(b) UPARC sh~ll at ~ll times and at its expense maint~in insur-
ance against 1055 by fire and other c~sualty with ewtended cover~ge on
its furniture, fiMture~, inventory, equipment, supplies and person~l
property located in the Premises, and said policies shall include ~
standard waiver of subrogation clause against Foundation.
10. Payment of Taxes. UPARC shall pay its pro rata or equitable
share of any federal, state and local taxes and special assessments
which may be levied on the Premises and any improvements placed
thereon, but it is agreed that the uses herein contemplated serve
proper, public ~nd municipal purposes, and the parties in no way waive
any exemptions permitted by law.
(1). JnsD~ction. Foundation, upon giving reasonable noticF.! to UP(mC,
shall have the right to insp~ct the premises at all reasonable times.
12. Care o'f Prenlis~...... UPARC will, at its e:<pense, ~.'.eep the interior
of the Premises in good repair and condition during the term of this
Use Agreeme~t.' UPARC will make no alterations, additions or improve-
ments of any kind in or to the Premises without the written ~pproval or
consent 01' the [to~rd of Trustees of the Foundation, which shall nol:. be
unre~sonably withheld. Any such ~lterations. ~aditions or .improvements
requested by UPARC ~nd approved by the Board of Trustees shall be paid"
for by UPARC. Foundation will maintain the roof, the structural el-
ement~, the common bathroom f~cilities. the common ~reas of the
Project. the e:<terior of the Project, the parking lot and grounds, and
common plumbing systems in good order and repair.
)
13. Assignment... UP ARC shall not assign this agreement or ~ny of its
rights' hereunder without the prior written consent of the Foundation.
Such consent will not be unreasonably withheld.
14. Termination of Aoreement. Should this Agreement be termin~ted
as a result of the termination of said Lease between the City of
Clearwater and Foundation, Foundation hereby covenants and agrees to
compensate UPARC for its pro rata or equitable share of any proceeds
received upon such termination of this Agreement as specified in Para-
graph 25 of the Lease between the City and The Foundation.
15. Compliance with Laws and Reoulations. UPARC shall comply with
all federal, state, county, and city laws, ordinances, rules and
regulations ~ffecting or respecting the use or occupancy of the pre-
mises by UPARC or the business at any time thereon transacted by UPARC,
and UPARC shall comply with all reasonable rules which may be hereafter
adopted by Foundation for the protection, welfare and orderly, manage-
ment of the Project and its users or occupants.
lb. Cleanliness of Premises. UPARC will keep the interior of the
premises cle~n ~nd will not store ~ny refuse, trash, or hazardous mate-
rials in the Pre,nises or in or around the Project of which the Premises
form a part, other than in the refuse containers provided by Founda-
tion. -- '-..,-
17. Redeliv~rv of Premises. UPAnC shalL on the el:piration of this
Agreement, deliver up the Premises in as good order alld condition as it
now is or may be put by Foundation, reasonable use and ordin~ry wear
and tear thereof and damage by fire or other unavoidable casualty, con-
demnation or ~ppropriation excepted, and UPARC shall promptly surrender
all keys to the PremIses to Foundation.
)
18. V~liditv. It is understood and ayreed that in the eVEnt any
provision of this agreement shall be adjudged, decreed, held, or ruled
to be invalid, such portion shall be deemed sever~ble, and it shall not
invalidate or impair the agreement as a whole or any other provisions
.',
'l '
of this Agreement.
19. Successors and AssA..q~ This Agreement and all provisions, cov-
enants and conditions thereof shall be binding upon and inure to the
benefi~s.of the heirs, legal representatives, successors, and assigns
of the parties hereto.
20. Survival. This Agfeement shall remain in full force and effect
and shall survive any merger or consolidation of Foundation with any
other entity, or any merger or consolidation of UFARC with any other
entity. If Foundation or UPARC should so merge or consolidate with an-
other entity during the term of this Agreement, such merger or con-
solidation shall not be deemed to constitute a default hereunder, and
the resulting entity shall succeed to all the respective rights, duties
and obligations of Foundation or UFARC under this Agreement.
Should the Center Foundation cease to eKist or become incapable of op-
era ting The ProJ ect, without. assignment" to' an- approved' successor," UPARC. ......J.,+. .~.t,.....-.'.(II..ill:~~....~T"""'.;......
shall have a right of first refusal to succeed to the interest of The
Center Foundation according to UPARC's use of the premises upon the
same terms and conditions as set forth in the Laass with the City of
Clearwater.
21. Entire Acreement. This Use Agreement and the exhibits attached
hereto constitute the entire agreement between the parties and super-
sede all prior agreements. No waivers, modifications, additions, o~ ad-
denda to this Agreement shall be valid unless in writing and signed by
both Foundation and UPARC. -
22. Governinc Law. This Agreement shall be governed by and construed
in accordancB with the laws of the State of Florida.
23. Arbitration of Controversy. All controve~sies, claims, disputes
concerning the construction, performance or breach of this or any other
agreement between the parties, whether entered into prior or subsequent
to the date of this agreement shall upon demand and notice by either
party be determined by arbitration in accordance with the rules of the
nmerican Arbitration Association. The award of the arbitrators or a
majority of them shall be final.
)
24. Recordinc. This Use Agreement shall not be recorded; however, a
short-form Agreement reflecting the parties hereto, the commencement
date and term of this Agreement, and a de~cription of the real property
upon which the Project is located shall be recorded in the Public
Records of Pinellas County, Florida.
25. ~ces. Any notices provided for hereunder shall be sent by
certified mail, return receipt requested, to the Foundation, clo Ex-
ecutive Director, 2037 Gulf-to-Bay Boulevard, Suite "A", Clearwater,
Florida 34625, and to UPARC, 2199 Calumet, Clearwater, Florida 34625,
or to such ather address as either party by written notice to the other
may direct.
IN WITNESS WHEREOF, the undersigned parties have set their hands and
seal the day and year first above written.
THE CENTER FOUNDATION, INC.
~ . -cr ---- .
BYI1~l.d"u~ <. ~k-~
Presiden t
WiJ;;:~ d-- ~
"FOUNDATION"
THE
FOR
UPPER PINELLAS ASSOCIATION
~~
President
Bys
(}"/l i!Lr-' f)o-r,.yn ~
"UPARC"
)
" .
"
,~
"
EXHIBIT D
-:J
.I
. .
USE AGREEMENT
~~S AGREEMENT, is made and entered into this ~~ day of
I/~/L , 1990, by and between THE CENTER FOUNDATION,
INC., a Florida nonprofit corporation, whose address is 1501
North Belcher Road, Clearwater, Florida 34625 (hereinafter
referred to as "Foundation"), and the City of Safety Harbor,
Florida, whose address is Florida (hereinafter referred to as
"SHF").
mIEREAS, Foundation is a nonprofit corporation developing
recreational and educational facilities (hereinafter referred to
as the "Project") on real property owned by the city of
Clearwater and being leased to the Clearwater Youth Recreation
Center, Inc., now known as The Center Foundation, Inc., under
that certain' Lease Agreement dated December 19, 1986 (hereinafter
referred to as the "Lease"), a copy of which is attached hereto
as Exhibit "A" and incorporated herein' by reference; and
WHEREAS, SHF desires to use a portion of the Project to
establish an office and to provide educational, recreational, and
other services to its citizens and their families; and
WHEREAS, Foundation finds that such use of the property is
for a proper public purpose; and
WHEREAS, Foundation has established a construction fund for
the purpose of generating monies to construct the Project and its
improvements; and
WHEREAS, SHF agrees to invest in the Project by making a
contribution to such construction fund of certain monies to be
used for construction of the Project and its improvements, as
more specifically described hereinafter.
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. Recitals. The above recitals are true and correct and
incorporated herein by reference.
2. Premises and User Fee. For and in consideration of the
sum of One Dollar ($1.00) per year, and other good and valuable
consideration to it in hand paid by SHF, the receipt and
sufficiency of which are hereby acknowledged, Foundation does
hereby grant and assign to SHF the exclusive use of approximately
400 square feet of the Project, which shall consist of three (3)
offices, as more particularly described and depicted on Exhibit
"B" attached hereto and iticorporated herein by reference
(hereinafter ref~rred to as the "Premises").
, <
3. Term. The term of this Agreement shall commence on
the date SHF taKes occupancy of the premises, and shall continue
for a period consistent and concurrent with the term of the Lease,
as the same is extended from time to time in accordance"with''-:'u..,;.
Paragraph 2 of the same. Should this Agreement be terminated as a .
result of the termination of the Lease for any reason, Foundation.':.....,
hereby covenants and agrees to compensate SHF for its pro rata and..,:.~
equi table share of any proceeds recei ved upon such termination of"r"'r'.'<'.~
this Agreement, if any but in no .event less than $375,OOO.OO,~plus..~<.:"~:.\;.~~;~
Ij6th of the unrestricted endowment unless SHF. continues. .to,.enjoy..,,.,,,"':''''
the rights contained he~ein under the same terms and conditions .
herein.
4. Use of premises by SHF. SHF shall u~e the premises to
provide educational and rec-reational services, and other oppor- ;";~:",'1
tunities and services to its citizens. ,SHF shall make no unlawful~":'.',
improper, or offensive use of the premises, nor' permit its use in<,~.:,~:.'
any way to become a nuisance. SHF's use of and acce~s to (and its' '
citizen's use of and access to) the premises and the facilities of
the project, including parking spaces, shall enjoy the same'
superiority as that enjoyed by Clearwater for Youth, UPARC/the'
city of Clearwater Parks and Recreation Department, and YWCA":'
(hereinafter referred to as the "Other Sponsors" or "Spc;msoring ..",
Agencies"). Any resident or member of a Sponsoring. Agency. shall be
entitled to participate in a sponsored activity of another '. ,'"
Sponsoring Agency for the same fee as that charged of members or:
residents of the Sponsoring Agency, so long as there ,is unfilled.
space in the sponsored activity. SHF shall be charged on.a,.pro .....,'
rata basis for the use of the facilities of the project, andr.such"',:,;:,:;;.
charges shall be consistent wi th and in proportion to those ,. charg~d'. .
by the Foundation to the other Sponsors, and shall be' subject' to':';
the sa me rules, regula t ions, and pol i cies as imposed on' the~' o~her.,~.::::.~:,~i::~\
Sponsors. .,.,",,,,:-;.:":.' " .... ",", """,'!',.'
"i,~.:'-.. -:/ . ,.,}.~.:.,:"..:tt4~:~;
" .'
,', . ':' ,..\'; .,:.:_ .... "., .....~'.'.1 i. ~";I""'J~,':'
. I:...~.~.;i'.;...~. i :.; ~"'~,:~I"',~',~.~....'f"
;:'
. ;~~ ~~~~;~}~. ~~:~i~;'.:
~':.~~,<,,':..::.' .,; :::~.f[;<7;;'
..,..,.....,...,,,.......,, If..._J-\........,,'
" , .'~ - .' .... ," ., t ,;.. .
....,. .....1..'.. ';"""-', .'..
.' ;'. ", '; .,', ,'~ ',. ,
I .
S. Contribution to Construction Fund. To provide funds
for the construction of the Project, SHF nereby covenants and
agrees to contribute to the construction fund, Three Hundred
Seventy-Five Thousand and No/IOOth Dollars ($375,000.00). Said
contribution (the "SHF Contribution") shall be made within
fifteen (15) days after the issuance of the Certificate.of
Occupancy for the Project by the appropriate governmental agency."
......:..:...)....
'. ~....<. ,',
6. Operating Expenses. SHF shall be responsible for .
paying its pro rata and equitable share' of the operating expenses
of the premises not to exceed Seven Thousand Two Hundred Dollars
and No/IOOths ($7,200.00) during the first year of the term
hereof, payable in equal wonthly installments of Six Hundred and. ;~c
No/lOOths Dollars ($600.00). The operating expensesmay.include,...~"~:~
but shall not be limited to, utilities (exclusive of telephone '. ......,
services), insurance, janitorial service, grounds maintenance,
waste removal, water, sewer, replacement costs of capital
improvements, and common area maintenance. SHF's paymentof.its,
pro rata share of the operating expenses of the Premises may be
increased or decreased on an annual basis consistentwith.and in"
pro po r t i on wi t h . the ann u a l' in c r e as e 51;: 0 r"\'d ~'2'Fe'as'es'tf:'cli~lr'g'e~d ~t.t.Q'tiftnef.'t~~~
Other Sponsors. The Board of Trustees of the Foundation..shall .... ........
determine and levy the assessments for the operating expenses.
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7. Maintenance. Foundation shall maintain and keep in
good condition and repair any and all interior systems, fixtures,
equipment, and machinery servicing the Premises, including, but
not limited to, all mechanical and electrical systems and
equipment, plumbing systems, water-heating systems, and heating
and air-conditioning systems. Foundation shall also keep and
maintain the bathroom facilities in the Project, the common areas
of the Project, the parking lot and grounds of the Project, and
the foundation and structural portions of the project in good
condition and repair, including the exterior masonry walls and
the roof of the Project. Notwithstanding anything contained
herein to the contrary, SHF shall be responsible for providing at
its own expense, any equipment, fixtures, machinery, or other
goods and effects needed and utilized by it in its ~aily
operations and instruction of its citizens in the Premises, and
shall also be responsible.for paying the cost of maintaining,
installing, and repairing any and all such equipment, fixtures,
machinery, and other goods and effects.
.'.'''~ \~,~~!.iJ\~~~~\.
8. .SHF's Fixtures. At the termination of this Agreement,
SHF shall, if not in default hereunder and if no damage will
result to the Premises thereby, remove its detachable fixtures,
equipment, machinery, goods and effects, and those of all persons
claiming by, through, or under it, and shall..surrender the
Premises and all improvements thereto in good order, repair, and
condition, reasonable wear and tear excepted, to Foundation or
its successors or assigns. Any permanently-installed fixtures,
alterations, or improvements shall be deemed real property, and
at the option of Foundation, shall remain the property of
Foundation at all times during and after the term hereof. In the
event Foundation permits SHF to remove any such permanently-
installed fixtures, alterations, or improvements, and any damage
to the Premises results from such removal, SHF shall repair such
damage at its own expense, and shall restore the Premises to the
same repair and condition as when SHF took possession thereof,
reasonable wear and tear excepted.
9. Telephone Service. Foundation shall be responsible for
bringing telephone service to the Project, and SHF shall be
responsible for securing telephone service to the Premises. SHF
shall also be responsible for making monthly payment therefor
directly to the service provider. .
10. Capital Improvements. Should SHF desire to make any
capital improvements to or expansion of the Premises, SHF shall
first secure the written approval of the Board of Trustees of the
Foundation for any or all such improvements, which approval shall
not be unreasonably withheld.
11. Insurance. Foundation shall keep the P~oject insured
as required, to the extent applicable, by the provisions of.
Paragraph 19 of the Lease. Said insurance policies shall include
a standard waiver of subrogation clause against SHF and shall
name as an additional insured thereunder.
'. . ..- ---...-... .....-.. .._un.
, .
SHF shall at all times and at its cost maintain public
liability insurance on the Premises with a combined single-limit
of at least $1,000,000.00 for personal injury, death, and
property damage, which insurance requi~ement may be increased
from time to time at the direction of the Board of Trustees of
Foundation. Said public liability policies shall carry both the
names of Foundation and SHF as the named insureds as their
respective interests may appear, and SHF shall provide Foundation
with a copy thereof upon taking occupancy of the Premises and,
upon request from Foundation, -it shall exhibit receipts showing
payment of premiums. Such policies shall further provide that
the insurer shall not cancel, alter or allow expiration or other
termination thereof without at least twenty (20) days prior
written notice from such insurer to Foundation.
SHF shall at all times and at its expense maintain- insurance
against loss by fire and other casualty with extended coverage on
its furniture, -fixtures, inventory, eqUipment, sUpplies and
personal property located in the Premises, and said policies
shall include a standard waiver of subrogation clause against
Foundation.
12. Inspection. Foundation, upon giving reaso~able notice
to SHF, shall have the right to inspect the Premises at all
reasonable times.
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13. Assiqnment. SHF shall not assign this Agreement or any
of its rights hereunder without the prior written consent of the
Foundation, which consent will not be unreasonably withheld. If
Foundation consents to any such assignment, SHF shall only be
permitted to assign this Agreement or its rights hereunder to
another organization or entity whose mission and purpose are
consistent and not in conflict with those of SHF.
14. Compliance with Laws and Requlations. SHF shall comply
with all federal, state, county, and city laws, ordinances, rules
and regulafions affecting or respecting the use or occupancy of
the Premises by SHF or the business at any time thereon
transacted by SHF, and SHF shall comply with all reasonable rules
which may be hereafter adopted by Foundation for the protection,
welfare and orderly management of the Project and its users or
occupants.
15. Cleanliness of Premises. SHF will keep the interior of
the Premises clean and will not store any refuse, trash, or
hazardous materials in the Premises or in or around the Project
of which the Premises form a part, other than in the refuse
containers provided by Foundation.
-16. Redelivery of Premises. SHF shall, on the expiration
of this Agreement, deliver up the Premises in as good order and
condition as it now. is or may be put by Foundation, reasonable
use and ordinary wear and tear thereof and damage by fire or
other unavoidable casualty, condemnation or appropriation
excepted, and SHF shall promptly surrender all keys to the
Premises to Foundation.
17. Representation on Board of Trustees. Foundation hereby
grants SHF voting representation on the Board of Trustees of The
Center Foundation, Inc., equal to the voting representation
enjoyed thereon by the Other Sponsors. .
18. Siqnaqe. Foundation hereby grants SHF the right ~o
have its corporate sign on Belcher Road as'a part of The Center's
signage. SHF shall be permitted signage of equal quality, size,
distinction, and exposure as the Other Sponsors. In addition to
signage on Belcher Road, Foundation hereby grants -SHF signage in
The Center's main.entrance/courtyard area, and on all doors and
entrances to the Premises. All signage must be in accordance
with local ordinances, rules, and regulation.
19. Validity. It is understood and agreed that in the'
event any provision of this Agreement shall be adjudged, decreed,
held, or ruled to be invalid, such portion shall be deemed
severable, and it shall not invalidate o~ impair the agreement as
a whole or any other provisions of this Agreement.
20. Successors and Assiqns. This Agreement and all
provisions, covenants and conditions thereof shall be binding
upon and inure to the benefit of the heirs, legal represent-
atives, successors, and assigns of the parties hereto.
21. Survival. This Agreement shall remain in full force
and effect and shall survive any merger or consolidation of
Foundation with any other entity, or any merger or consolidation
of SHF with any other entity. If Foundation or ~HF should so
merge or consolidate with another entity during the term of this
Agreement, such merger or consolidation shall not be deemed to
constitute a default hereunder, and the resulting entity shall
SUcceed to all the respective rights, duties and obligations of
Foundation or SHF under this Agreement.
22. Entire Aqreement. This Use Agreement and the exhibits
attached hereto constitute the entire agreement between the
parties and supersede all prior agreements. No waivers,
modifications, additions, or addenda to this Agreement shall be
valid unless in writing and signed by both Foundation and SHF.
23. Governinq Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
24. Arbitration of Controversy. All controversies, claims,
disputes concerning the construction, performance or breach of
this or any other agreement between the parties hereto, whether
entered into prior or subsequent to the date of this Agreement,
shall upon demand ~nd notice by either party, be determined by
arbitration in accordance with the rules of the American
. .. "~'._'...'--~-.-. ,... - -. -.
..
Arbitration Association. The decision of the arbitrators or a
majority of them shall be final.
25. Recording. This Use Agreement may be recorded; or a
short-form Agreement reflecting the parties hereto, the commen-
cement date and term of this Agreement, and a description of the
real property upon which the Project is located may be recorded in
the PUblic Records of Pinellas County, Florida.
26. Notices. Any notices provided for hereunder shall be
sent by certified mail, return receipt requested, to the
Foundation, c/o Executive Director, 1501 North Belcher Road,
Clearwater, Florida, 34625, and to SHF, c/o City Manager, Safety
Harbor, Florida, 34695, or to such other address as either party by
written notice to the other may direct.
27. Attorneys' Fees. Should i~ become necessary for
either party to enforce this Use Agreement by legal process,
including arbitration proceedings, all costs of such proceedings,
including reasonable attorneys' fees through and including any
appellate proceedings, shall be borne by the non-prevailing party~~='
.'
IN WITNESS WHEREOF, the undersigned parties have set their
hands and seals the day and year first above written.
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Witnesses:
THE CENTER FOUNDATION, INC.
....,
By:
"FOUNDATION"
CITY OF SAFETY HARBOR, FLORIDA
By:
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C. c9977~~~ ~
'ssioner
ATTEST:
;:I/J ~ "
~ Robet:f . Hoskins,
City Attorney
III,
~#<'U.0'> #d~
Deputy Ci ty Clerk
"SHF"
~!
STATE OF FLORIDA
)
) SS:
)
COUNTY OF PINELLAS
My
I hereby certify that on this day, before me, an officer
duly authorized in the State aforesaid and in the County aforesaid
to take acknowledgments, personally appeared Frederick E. Fisher,
Chairman, Center Foundation, to me known to be the person described
in and who executed the foregoing instrument and he acknowledged
before me that he executed the same.
WITNESS my hand an~ official seal in:~~ ~k./"'.i~
Pinellas County, Florida, thIS eo?..5z;(.,day of AprIl 1 0.. ' .1~Mi9'"
~
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LNotary Public ri.t (~' /"':-;)i
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Commission Expires:
NOTARY PUBLIC SlATE Of flORIDA
MY COMMI3~[Q~ (c? ~AR 3I,1~9I
OQNCED IH~U GE~E;:~ INS. cn~.
,o,',
STATE OF FLORIDA
)
) SS:
)
'. ,~::. .;;:.iC'-'I~~ ;:, ~'I I (
COUNTY OF PINELLAS
I hereby certify that on this day, before me, an officer'~'~
duly authorized in the State aforesaid and in:.the:4Sq.HB,~~Yf.1a.;();Z:;~~!~'A.d:';"";"
to take acknowledgments, personally appeared ;1RT/7'~,e Zeu/;I..h!!2. ,,' ., " ,"
:Ji)/lN J. '/)ow..u~? .' City of Safety Harbor, to ~e...k1',lOWn to be.~::~.:,<:,"~...
the personsdescr1bed 1n and who executed the forego1ng Instrument ..roi'....;.._. ,.
andfhejaCknowledged before me thatfheyexecuted the same.'::~':"::::::I;'.::'
WITNESS my ~and and official seal in SIJ-kTlf /-14/&e '.,.,..,,,.,.
Pinellas County, Florida, this ~u,PI day of April, 1990. .'., '."~..:\;..,"'>I",~"",,,,"1
.,~ I..I~ ?:~.'. ..;...~ r~~ .'P.....
My Commission Expires:
, Florida
Notary Public. Slate J~ 30, 1993
My Commission [xpues
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Exhibit E
Core City of Clearwater Programs at the Long Center
Current City core programs (including but not limited to) scheduled at the Center:
Aquatics Programming
1. Instructional and competitive, recreational teams, lessons, practicing classes and clubs.
2. Four regionaVnational swim meets.
Therapeutic Recreation
Instructional, competitive and recreational
. Teams
. Lessons
. Practices
· Classes
. Clubs
· Special Events (i.e.: Nursing Home Games)
. Competitions
· Senior Adult Activities
· Good Life Games
General
. Meetings
Athletics. (depending on other partners offerings)
Youth and Adult. Athletics - Instructional, competitive and recreational
. Teams
. Lessons
. Practices
. Classes
. Clubs
. Tournaments - one per programming area (i.e.: boys basketball)
. Leagues
Activities Currently Not Scheduled but Available for Future Service Delivery. (Depending
on other Partner offerings)
. Special Events
. Camps
· After School Programs
· Instructional Classes
. Clubs
· Youth Development Programs (Teens and Young Adults)
"
. ..
Exhibit F
Annual Rentals
J anua
J anua
J anua
Februa
Februa
Febru
Febru
March
March
A ril
A ril
A ril
Ma
June
June
June
Jul
Au st
Au ust
Au -Nov
Au -Nov
Se tember
October
October
October
November
December
December