FIFTEEN YEAR LEASE AGREEMENT
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C I T Y 0 F C LEA R W ATE R
Interdepartment Correspondence Sheet
TO: Cynthia Goudeau, City Clerk
FROM: Earl Barrett, Real Estate Services Manager ~~
COPIES: Alan Zimmet, Interim City Attorney
Ream Wilson, Director of Parks and Recreation
SUBJECT: Referendum - Long Center lease
DATE: August 19, 1994
Attached are copies of pages 1 and 2 of the 12/29/86 lease between
the City and the Clearwater Youth Foundation Center, Inc. of city-
owned property at 1501 North Belcher Road (The Long Center).
section 2 of the lease requires the question of extending the lease
term to 12/28/2085 be brought to referendum by not later than
12/28/96.
I am also attaching current "Notes" regarding the lessee
organization that should be helpful when preparing to bring the
issue to referendum at the appropriate time.
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CITY CLERIC DIPT.
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LEASE AGREEMENT
or:ct-
THIS AGREEMENT made and entered into on this;(7 day
of
()~
by and between the CITY OF CLEARWATER,
1986,
FLORIDA, a municipal corporation, hereinafter referred to as
"City", and the CLEARWATER YOUTH RECREATION CENTER, INC., herein-
after referred to as "Foundation", a Florida non-profit
corporation whose address is 2Q37 Gulf to Bay Boulevard, Suite A,
Clearwater, Florida 33575.
'W I T N E SSE T H:
WHEREAS, the City is a municipal corporation owning
certain undeveloped land located on Belcher Road in the City of
Clearwater; and
WHEREAS, the Foundation desires to lease said land from
the City for the purpose of building and operating a facility for
public recreational and educational programs, and to maintain the
property as a park to be open and accessible to the public in a
manner generally consistent with the operation of City public
parks, subject to reasonable rules and regulations as may be
established from time to time by the board of trustees of the
foundation established hereunder; and
WHEREAS, the City finds that the lease of the property
for such uses is for a proper public purpose; and
WHEREAS, the Foundation intends to establish an endow-
ment fund for the purpose of ~enerating sufficient monies to
maintain and to operate the premises and its improvements;
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
bet~een 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
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is hereby acknowleaged,
the
in hand paid,
the receipt whereof
City does hereby lease unto the Foundation that certain parcel of
real property located in Pinellas County, Florida, which is
described in Exhibit A attached hereto,
2. The initial term of this agreement
shall commence
on December 29
1986, and shall end on December 28
2001 ,
unless otherwise extended or t~rminated as
provided in this
agreement.
At the end of each year during
the first ten (10)
calendar years during the term hereof, beginning December 29
1987, the initial fif~een (15) year term of the agreement shall
be automatically extended for one additional year if City has not
previously notified the Foundation in writing of City's determin-
ation not to permit such
automatic
extension,
In no event shall
the initial term of this
agreement,
plus all automatic extensions
herein provided for, exceed twenty-five (25) years, unless an
extension of the term shall have been approved by the electors of
the City at a referendum election to be held for that purpose as
provided by the City Charter. The partieS shall use their best
efforts to present the issue of the extension of the term to the
electors of the City during the first ten years of the initial
term, or not later than December 28
1996,
The extension of
the term to be presented to the electors oE the City shall be for
not more than seventy-four (74) additional years, or a total term
of not more than ninety-nine (99) years, ending not later
than December 28
, 2085,
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 21 and 25,
As used herein, the expression "term hereof" refers to the
initial term hereunder and to any extension thereof as herein
provided,
3, The Foundation agrees to develop and construct
recreational and educational facilities (hereinafter referred to
as the "Project") including but not limited to an olympic size
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NOTES RE CLEARWATER YOUTH RECREATION CENTER, INC. (8/19/94)
1. Lease with the city of city property at 1501 N. Belcher Rd.
dated 12/29/86, i.e., The Long Center.
2. co~orate name change in 1987 to The Center Foundation, Inc.
,
3. 'Current mailing address: 1501 N. Belcher Rd., suite 224
Clearwater, Fl, 34625
4. Current officers: Doug Graska, Chairman/Director
Herbert Schwartz, secretary/Director
Ken P. Cherven, vice President/Director
Paul Dunham, Treasurer/ Director
5. Telephone: 799-2149
6. Other organizations on site:
Clearwater For Youth
Clearwater Recreation Programs
Safety Harbor Leisure Services
UPARC Foundation
UPARC
Advocare Trust
725-4004
462-6028
725-1793
797-8712
799-3330
791-3972
7. Initial lease term is 10 years, with automatic annual
extensions for one additional year (unless city notifies
lessee to the contrary in writing), not to exceed 25 years,
Lease must be brought to referendum vote by not later than
12/28/96 to have electors decide whether or not to extend
lease for additional 74 years to max of 99 years.
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December 12, 1988
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USE AGREEMENT
THIS AGREEMENT is made and entered into th.is ~ d"y of
December 1988, by .md be tween THE CENTER FOUNDAT ION, .I NC. . a
Florida ~onprofit corporation, whose address is 2037 Gulf-to-Bay Boule-
vard, Suite "A", Clearwater, Florida 3462~ (hereinafter r~ferred to as
"FoLtndaUon"), and THE UFFER F'INELLAS ASSOCIATION FOR RETARDED
CITIZENS, INC., a Florida nonprofit ~orporation, 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 re~re-
ational and edu~ational fa~ilities (hereinafter referred to as the
"ProJe~t") 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 "Lease"), a copy of which 15 atta~hed hereto as EKhibit "A" and
incorporated herein by reference; and
WHEREAS. UPARC desires to use a portion of the Proje~t to establish
a fa~ility engaged in providing servi~es for ~itizens who are develop-
men ta 11 y d i sab I ed, and who are presen t I y served by, UP ARC or who - sh.d 1
become eligible for said servi~es according to UPARC admissions crite-
ria, and
WHEREAS, Foundation finds that such use of the property is for a
proper publiC purpose; and
WHEREAS, Foundation intends to establish a construction fund for the
purpose of generating monies to constru~t the FroJect and its improve-
ments; and
WHEREAS, UFARC intends to invest in the Project by m;d;ing a contri-
bution to such construction fund of certain monies to be used for con-
struction of the Froject and its improvements,
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NOW, THEREFORE, in consideration of the premises and of the faithful
performan~e by ea~h of the parties of the covenants and agreements be-
tween each other made, it is mutually agreed between the 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-
knowledged, Foundation does hereby assign UPARC the use of that ~ertain
portion of the Project whi~h is more parti~ularly described on E,<hibit
"[I" attached hereto and incorporated herein by reference (hereinafter
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 or 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 bv UPARC. UFARC shall use the Premises to de-
VI? lop faci I i ties which wi 11 provide educational, vocationa.l, cmd other
opportuni ties and services for the ci tizens of the cOlllmuni ty ~Iho h-",vE' a
developmental disability, UPARC shall make no ur,lawful, improper or
of rensive use of thr. Premises, nor permit its U5e J.n any ~l...y to bec:omr.
a nuisance. UPAI~C's use of the Premises and facilities 0.' the project,
including par~:,ing spaces, shall enjoy the same superiority as that en-
Joyed by Clearwater for Youth and the City or Clearwater Fad',s and R~c-,
reation Department, The Foundation recognizes that not less than 150
non-exclusive parking spaces must be available for UP ARC staff and vol-
unteers during each ~orklng day.
W Tt.,-ird-Pil'~l,Jse of Premises, Foundation shall be ~Ilowed to
pe~t other groups or org<\nizations to use the "'remlses with thl!! pr'ior
'kllowledge and wril:tp.n consent of UPAI~C, as 10llg as such use docs nlJt
conflict with the use thereof by UPARC, Should a thir'd-p.:>rty be pF!r-
mitted to use the Fremises, said third-party user shall be assessed its
pro rata and equitable share of the occupancy eupenses incurred during
EXHIBIT c\
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said month, or Cl s.l fee as determined by the L~oil\rd of trustees of the
Foundation. ~nd SCli'-Clmount in its entirety shClll be crellited to UPAHC,
5, Contribution to Construction Fund, To provide funds for the
construction of the Project, UPARC hereby covenants Clnd Clgrees to con-
tribute the proceeds it receives from the SClle of its 8.4 Clcres 10cClted
:at 219~ Calumet, Clearwater, FL 34b2S (the "Existing Facility"), or Une
Million dollars ($1,000,000.00), whichever is less (the "1.,IPfll~C Contri-
bLltion"), to the construc tion fund created by Foundi.\tion for the
Project, Upon complete execution of this Agreement, UPARC covenants
and agrees to begin marketing the Existing Facility for sale, i.\nd
Clgrees to promptly mClke diligent and good-faith effort to consummate
the sale. UP ARC shall be the sole judge of the reasonableness of an
offer to purchase s~id property, and does not guarantee that such a
sale ~nd 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 received by
UPARC consist of cash and a promissory note and mortgage, Foundation
shall receive all cash proceeds available at the closing, as well as
Clll payments together with interest thereon until such time as Founda-
tion has received the total UPARC Contribution, plus all interest on
the deferred p^yments. In the event the clo.ing ,h~ll take pl~ce 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 wllich
shall be determined collectively by both the Board 0" Direcfors of
UPARC Clnd the Board of Trustees of Foundation, Any interest earned dur-
ing this period shall be credited to UPARC,
6. Allocation of Exoemfes, I 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 Clnd billings for utilities provided to the Premises,
separate HVAC system for the Premises, separate telephone service to
the Premises, and Clny other system or service required by UPARC to con-
duct its regLllar activities at the Premises. :fo the extent that Foun-
dation cannot secure separate metering or billings for services ren-_
dered to trie Premises, the Board of Trustees of the Foundation, shall
Clssess UPARC monthly 'for its pro rata oind 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 rata and equitable share" as used in this agreement
shall be defined as the percentage of building footprint occupied by
UPARC facilities as compared to the total building footprint on the
property.
7, Maintenance, Replacement and Ooerating Exoenses, UPAHC shall be
responsible for paying th~ cost of maintaining and repairing any and
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 to its
request or instruction,' to the Premises. UPARC shall provide at its
expens'5! any equipment needed and utilized by it in i\:s daily operations
Clnd instruction of its citizens in the Premises,
FoundCl tion sha 11 assess a 11 users of the proj ec t, inc 1 uding UPAnC,
for their pro rata and equitable share of the exterior 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 UP ARC desire to ma~e any capital
improvements to or expansion of the Premises, UPARC shall first secure
, the written approval 01 the Board of Trustees 01 the Foundation for any
'or all such improvements. Such approval shall not be. unreasonably
withheld.
9. Insurance, Foundation shall keep the P~oject insur'5!d as re-
quired, to the extent 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 st<mdanl
w~iver of subrogation clause against UPARC, Foundation shall'~~assess
UPARC and any oth~r ~iml1ar users of the Project for4their pro rata an~
equitable share of such Insurance premium,as determined from time ,to
time by the Board of Tru!ltees, and UPARC shall J!!!.. nam'!!!cI all an addi-
tional insured on 1I11 said policie9. -.. '---:- ------ --- -. - /
>-~. .
(a) UP ARC shat at all times and at its cost mcdn~~in public li-
~bility insurance 0 the Premises with a combined singl limit of at
least '51,000,(1).).00 r personal injury, death, and prlerty danwge,
Said public liability policies shall carry both the names of Foundation
and UPARC 015 the named insured ~g 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::hibit re-
ceipts showing pa~"ent of premiums, Such policies shall further pro-
vide that tlu: insurer shall not cancel, alter or allo'~ expiration or
other termination thereof without at least twenty (20) days prior writ-
ten notice from such insurer to Foundation.
(b) UPARC shall at all times and at its expense maintain insur-
ance against loss by fire and other casualty with extended cover~ge on
its furniture, fi:<ture~, inventory, equipment, supplies and personal
property located in the Premises, and said policies shall include a
standard waiver of subrogation clause against Foundation.
10. Payment of Taxes. UP ARC 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,
(!) , Jnsoec tion, Founda tion, upon g iying reasonO\ble no ticp. to UP(~RC,
shall have the right to insp!ct the premises at all reasonable times.
12. Care of Premises. UP ARC will, at its expense, keep 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 approval or
consellt of the [loard of Trustees of the Foundation, which shall not be
unreasonably withheld, Any such alterations, additions or ,improvements
requested by UPARC and approved by the Board of Trustees shall be paid-
for by UPARC, Foundation wil.l maintain the roof, the structural el-
ements, the common bathroom facilities, the common areas of the
Project, the exterior of the Project, the parking lot and grounds, and
common plumbing systems in good order and repair,
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13. Assignmenh UF'ARC shall not assign this agreement
rights. hereunder without the prior written consent of the
Such consent will not be unreasonably withheld,
or any of its
Foundation.
14. Termination of Aqreement. 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 UP ARC 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, Comoliance with Laws and Reculations. UPARC shall comply with
all federal, state, county, and city laws, ordinances, rules and
regulations affecting 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.
16. Cleanliness of Premises. UPARC will keep the interior of the
premises clcan and will not store any refuse, trash, or hazardous mate-
rials in the Pre,nises or in or around the Project 01 which the Premises
form a part, other than in the refuse containers provided by Founda-
tion. -- '-'-'-
17. Redeliv.ry of Premises, UPAnC shall. on the expiration 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 ordinary wear
and tear thereof and damage by fire or other unavoidable casualty, con-
demnation or appropriation excepted, and UP ARC shall promptly surrender
all keys to the PremIses to Foundation.
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18, Validity, It is Llnderstood and ayreed that in the eve:nt allY
provision of this agreement shall be adjudged, decreed, hf!ld, 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
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of this Agreement.
19. Successors Clnd Al.tg~s, This Agreement Clnd all prov'Lions. co.,;-
enCln ts Clnd condi tions th;-reof sha 11 be binding upon and inJ:e t~ the
benefi~s.of the heirs, legal representatives, successors, and assigns
of the parties hereto.
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20, Survival. This Agfeement shall remain in full force and effect
and shClII survive any merger or consolidation of Foundation with any
other entity, or any merger or consolidation of UPARC with any oth~r
entity. If Foundation or UPARC should so merge or consolidate with Cln-
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 UPARC under this Agreement.
Should the Center Foundation cease to exist or become, incapable of op-
~ra ting The Project, wi thout' assignment" to' an' approved' successor,-.,UPARC, ."..;"J.,..,..,'t, ,,"'-.I~"'''';'~'''~T~''''~.i''''
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 Lease with the City of
Clearwater.
21, Entire Aoreement. This Use Agreement and the exhibits attClched
hereto constitute the entire agreement between the parties and super-
sede all prior agreements. No waivers, modifications, additions, or- ad-
denda to this Agreement shall be valid unless in writing and signed by
both Foundation and UPARC. -
22. Governino Law. This Agreement shall be governed by and construed
in ClccordClncB with the lClws of the state of Florida.
23. Arbitration of Controversy, All controve~sies, claims, disput~s
concerning the construction, performance or breClch of this or Clny other
Clgre~ment between the pClrties, whether entered into prior or subsequent
to the date of this Clgreement shall upon demand Clnd notice by either
pClrty be determined by Clrbitration in accordance with the rules of the
American Arbitration Association. The award of the Clrbitrators or a
majority of them shall be final.
)
24, Recordina. This Use Agreement shClIl not be recorded; howev~r, CI
short-form Agreement reflecting the parties h~reto, the commencement
date Clnd term of this Agreement, Clnd a description of th~ real property
upon which the Project is located shall be recorded in the Public
Records of Pinellas County, Florida.
25, Notices. Any notices provided for h~reunder shall be sent by
~ertified mail, return receipt requested, to the Foundation, c/o Ex-
ecutive Dire~tor, 2037 Gulf-to-BClY Boulevard, Suite "A", CleClrwater,
Florida 34625, and to UPARC, 2199 Calumet, Clearwater, Florida 34625,
or to such other address as either party by written notice to the other
may direct.
IN WITNESS WHEREOF, the undersigned parties have set their hClnds and
seal the day and year first above written.
W!:J;Ls~ C-- ~
THE CENTER FOUNDATION, INC.
By 11~let,,';tA, ~ ;;;;'j,U-/
President
"FOUNDATION"
THE
FOR
UPPER PINELLAS ASSOCIATION
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President
BYI
C/J/l{JLr/ f)01/p1~
"UPARC"
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